15B51522Q00000013 0001 - Project 22Z5AE7.pdf

15B51522Q00000013/0001 Page 1 of 62

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE PAGE OF PAGES

1 62

2. AMENDMENT/MODIFICATION NUMBER

3. EFFECTIVE DATE

04/04/2022

4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

22Z5AE7

15B515CODE

Federal Bureau of Prisons FCI Texarkana

4001 LEOPARD DRIVE

Texarkana, TX 75501

Nicholas Zwermann

(O) (903) 838-4587 x334 nzwermann@bop.gov

6. ISSUED BY CODE7. ADMINISTERED BY (If other than Item 6)

9A. AMENDMENT OF SOLICITATION NUMBER

15B51522Q00000013

CODE FACILITY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, country, state and ZIP Code) (X)

X 9B. DATED (SEE ITEM 11)

04/04/2022

10A. MODIFICATION OF CONTRACT/ORDER

NUMBER

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X XThe above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended, is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning __1__copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

ORDER NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return _______ copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The Contract is hereby modified to reflect the following: FCI Texarkana will be having an on-site pre-bid visit so that vendors have the opportunity to look at the work area of the FCI Texarkana Garage. The on-site visit will take place on Tuesday, April 12, 2022, from 9:00 am through 12:00

pm. Please contact Nicholas Zwermann or Luciana Williams to RSVP for the on-site pre-bid visit. See attachment Memo for Pre-Bid Onsite Visit.

END OF MODIFICATION.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

Nicholas Zwermann

(Signature of person authorized to sign)

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED

By (Signature of Contracting Officer)

16B. UNITED STATES OF AMERICA 16C. DATE SIGNED

04/07/2022 Previous edition unusable STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

Federal Bureau of Prisons Nicholas Zwermann FCI Texarkana (O) (903) 838-4587 x334 4001 LEOPARD DRIVE nzwermann@bop.gov Texarkana, TX 75501

X Modification to add On-site Pre-Bid Visit April 12, 2022 from 9:00 am CST to 12:00 pm CST.

15B51522Q00000013/0001 Page 2 of 62

Table of Contents

Section Description Page Number

1 Solicitation, Offer and Award 2 Commodity or Services Schedule 3 Special Contract Requirements

FAO-0001 Bonds FAO-0002 Magnitude FAO-0003 Required Insurance FAO-0004 Pre-Construction Conference FAO-0005 Submittals FAO-0006 Contractor Use of Premises FAO-0007 Payment Services FAO-0008 Request for Final Inspection FAO-0010 Assignment of Contract Administration Office and Functions FAO-0012 Progress Meetings FAO-0014 Contract Closeout Procedures (for construction contracts $150,000 or less)

4 Contract Clauses 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) 52.225-13 Restrictions on Certain Foreign Purchases (Feb 2021) 52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004) 52.244-6 Subcontracts for Commercial Products and Commercial Services (Jan 2022) 52.203-5 Covenant Against Contingent Fees (May 2014) 52.203-7 Anti-Kickback Procedures (Jun 2020) 52.204-13 System for Award Management Maintenance (Oct 2018) 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) 52.204-2 Security Requirements (Mar 2021) 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) 52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020) 52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014) 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021) 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Nov 2021) 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015) 52.219-6 Notice of Total Small Business Set-Aside (Nov 2020) 52.222-1 Notice to the Government of Labor Disputes (Feb 1997) 52.222-6 Construction Wage Rate Requirements (Aug 2018) 52.222-7 Withholding of Funds (May 2014) 52.222-8 Payrolls and Basic Records (Jul 2021) 52.222-9 Apprentices and Trainees (July 2005) 52.222-10 Compliance with Copeland Act Requirements (Feb 1988) 52.222-11 Subcontracts (Labor Standards) (May 2014) 52.222-12 Contract Termination - Debarment (May 2014) 52.222-13 Compliance with Construction Wage Rate Requirements and Related Regulations (May 2014) 52.222-14 Disputes Concerning Labor Standards (Feb 1988) 52.222-15 Certification of Eligibility (May 2014) 52.222-21 Prohibition of Segregated Facilities (Apr 2015) 52.222-26 Equal Opportunity (Sept 2016) 52.222-27 Affirmative Action Compliance Requirements for Construction (Apr 2015) 52.222-35 Equal Opportunity for Veterans (Jun 2020) 52.222-36 Equal Opportunity for Workers with Disabilities (Jun 2020) 52.222-37 Employment Reports on Veterans (Jun 2020) 52.222-50 Combating Trafficking in Persons (Nov 2021) 52.222-50 Alt I Combating Trafficking in Persons (Nov 2021) - Alternate I (Mar 2015)

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52.222-55 Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022) 52.222-62 Paid Sick Leave Under Executive Order 13706 (Jan 2022) 52.228-5 Insurance-Work on a Government Installation (Jan 1997) 52.236-5 Material and Workmanship (Apr 1984) 52.236-26 Preconstruction Conference (Feb 1995) FAO-0016 Equitable Adjustments: Waiver and Release of Claims 52.225-11 Buy American Act-Construction Materials under Trade Agreements (Nov 2021)

5 Attachments 6 Solicitation Provisions

52.204-16 Commercial and Government Entity Code Reporting (Aug 2020) 52.204-7 System for Award Management (Oct 2018)

7 Representations and Certifications 52.225-2 Buy American Certificate (Feb 2021)

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Section 2 - Commodity or Services Schedule

Removal of Lead Paint and Abatement Services - Project 22Z5AE7.

Firm Fixed Price

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 The Federal Bureau of Prisons (FBOP) intends to make a single award to a responsible entity for the removal of lead paint and abatement service at the Garage located at FCI Texarkana.

Scope of Work:

1. Remove and dispose of all peeling and chipping lead paint from the walls and ceiling of the Garage Building.

2. The removal and disposal of the lead paint are to done in accordance to all Local, State, and Federal Laws.

3. All areas of abated paint will be encapsulated with two coats of sealer/primer.

4. The contractor will provide a report containing all manifests, licenses, certifications, monitoring, and any other requirements by local, state, and federal laws.

5. The owner will provide electrical and water connections.

6. Work should be accomplished Monday through Friday excluding federal holidays and is to be completed within 15 working days.

PSC: Z2NC

Line Period of Performance: 05/02/2022 - 05/20/2022

Previous : 1

Change: 0

Current : 1

EA $________ $_________________

Section 3 - Special Contract Requirements

Clauses By Full Text

FAO-0001 Bonds

(a) Bid Guarantee. Each bidder shall submit with his bid a Bid Bond (Standard Form 24) with good and sufficient surety or sureties acceptable to the Government, or other security as provided in provision 52.228-1, in the form of twenty percent (20) of the bid price or not to exceed $3,000,000. The bid bond penalty may be expressed in terms of a percentage of the bid price or may be expressed in dollars and cents. A bid bond is not required for bids of $150,000 or less. (FAR 28.102-1)

(b) Performance and Payment Bonds. Within 10 days after award the contractor shall execute and submit to the Contracting Officer two bonds, each with good and sufficient surety or sureties acceptable to the Government, as follows; a Performance Bond (Standard Form 25) and a Payment Bond (Standard Form 25A). The penal sums of such bonds will be as follows: (Not required for contracts of $150,000 or less)

(1) Performance Bond: The penal sum of performance bonds at the time of contract award shall be 100 percent of the original contract price.

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(2) Payment Bond: The penal amount of payment bonds at the time of contract award shall be 100 percent of the original contract price.

(c) For construction contracts greater than $30,000 but not greater than $150,000, the Contracting Officer shall select two or more of the following payment protections, giving particular consideration to inclusion of an irrevocable letter of credit as one of the selected alternatives (FAR 28.102-1(b)(1)):

(1) A Payment Bond;

(2) An irrevocable letter of credit (ILC);

(3) A tripartite escrow agreement;

(4) A Certificate of Deposit; or

(5) A deposit of the types of security listed in 28.204-1 and 28.204-2.

(d) Individual Sureties.

(1) Bidders may elect to furnish individual surety bonds. If individual surety bonds are furnished for bid guarantees, payment or performance bonds, the individual sureties must submit their bonds proof of ownership and value of the assets which they claim in their net worth at time of bid opening. The Government's preferred method of proof is to have a statement of net worth prepared by a Certified Public Accountant (CPA) in accordance with Generally Accepted Accounting Principles (GAAP). Statements from a CPA that contain disclaimers are not acceptable. The statement of net worth on the Standard Form 28, Affidavit of Individual Surety, is insufficient and will not be accepted without additional proof of value and ownership.

(2) Bidders are cautioned that individual sureties must provide complete and detailed information in Block 9 of Standard Form 28 concerning other contracts on which they have provided bonds. This information shall include contract number, contract location, amount, and type of bond and telephone number of the involved contracting office. Failure to provide the proof and information required may result in rejection of the bid or termination of the contract for failure to provide adequate bonds.

(a) Bid Guarantee. Each bidder shall submit with his bid a Bid Bond (Standard Form 24) with good and sufficient surety or sureties acceptable to the Government, or other security as provided in provision 52.228-1, in the form of twenty percent (20) of the bid price or not to exceed $3,000,000. The bid bond penalty may be expressed in terms of a percentage of the bid price or may be expressed in dollars and cents. A bid bond is not required for bids of $150,000 or less. (FAR 28.102-1)

(b) Performance and Payment Bonds. Within 10 days after award the contractor shall execute and submit to the Contracting Officer two bonds, each with good and sufficient surety or sureties acceptable to the Government, as follows; a Performance Bond (Standard Form 25) and a Payment Bond (Standard Form 25A). The penal sums of such bonds will be as follows: (Not required for contracts of $150,000 or less)

(1) Performance Bond: The penal sum of performance bonds at the time of contract

15B51522Q00000013/0001 Page 6 of 62 award shall be 100 percent of the original contract price.

(2) Payment Bond: The penal amount of payment bonds at the time of contract award shall be 100 percent of the original contract price.

(c) For construction contracts greater than $30,000 but not greater than $150,000, the Contracting Officer shall select two or more of the following payment protections, giving particular consideration to inclusion of an irrevocable letter of credit as one of the selected alternatives (FAR 28.102-1(b)(1)):

(1) A Payment Bond;

(2) An irrevocable letter of credit (ILC);

(3) A tripartite escrow agreement;

(4) A Certificate of Deposit; or

(5) A deposit of the types of security listed in 28.204-1 and 28.204-2.

(d) Individual Sureties.

(1) Bidders may elect to furnish individual surety bonds. If individual surety bonds are furnished for bid guarantees, payment or performance bonds, the individual sureties must submit their bonds proof of ownership and value of the assets which they claim in their net worth at time of bid opening. The Government's preferred method of proof is to have a statement of net worth prepared by a Certified Public Accountant (CPA) in accordance with Generally Accepted Accounting Principles (GAAP). Statements from a CPA that contain disclaimers are not acceptable. The statement of net worth on the Standard Form 28, Affidavit of Individual Surety, is insufficient and will not be accepted without additional proof of value and ownership.

(2) Bidders are cautioned that individual sureties must provide complete and detailed information in Block 9 of Standard Form 28 concerning other contracts on which they have provided bonds. This information shall include contract number, contract location, amount, and type of bond and telephone number of the involved contracting office. Failure to provide the proof and information required may result in rejection of the bid or termination of the contract for failure to provide adequate bonds.

FAO-0002 Magnitude

The magnitude of this project is between $__.00 and $__.00.

FAO-0003 Required Insurance

See FAR 52.228-5, Insurance - Work on a Government Installation.

The Contractor shall, at its own expense, provide and maintain during the entire performance

15B51522Q00000013/0001 Page 7 of 62 period of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

TYPE AMOUNT

(1) WORKERS COMPENSATION & EMPLOYER'S LIABILITY $100,000

The required Workmen's Compensation Insurance shall extend to cover employee's liability for accidental bodily injury or death and for occupational disease with a minimum liability of $100,000.

(2) COMPREHENSIVE GENERAL LIABILITY with a minimum limit of:

PER ACCIDENT OR

OCCURRENCE FOR BODILY INJURY $500,000

This insurance shall include contractor's protective and contractual liability.

(3) COMPREHENSIVE AUTOMOBILE LIABILITY with the following minimum limits:

PER PERSON $200,000

PER OCCURRENCE FOR BODILY INJURY $500,000

PER OCCURRENCE FOR PROPERTY DAMAGE $ 20,000

FAO-0004 Pre-Construction Conference

(a) Prior to the start of construction, Contracting Officers shall call a conference with the contractor, subcontractor(s), Warden, Controller/Business Administrator, Safety Manager, Facilities Administrator, Project Representative, A&E firm, Captain and other interested personnel to discuss the statutory labor standards, prevailing wage requirements, submission of the contractor's payrolls, subcontractor's responsibilities, institution work schedules, local policies, contraband, parking, storage of vehicles and equipment, etc.

Minutes of the conference shall be recorded, listing the names and titles of all attendees, and the subject matter of all items covered.

The minutes shall be signed by the contractor and the Contracting Officer, and a signed copy placed in the contract file.

(b) The Contractor shall familiarize himself/herself with all procedures involved in normal institution routines. Any requirements which may constitute a problem or result in conflict, will be brought to the attention of the Contracting Officer or his representative for determination.

FAO-0005 Submittals

Within 10 calendar days after commencement of work or as otherwise established by the Contracting Officer, all materials and articles requiring approval, as contemplated by the Materials and Workmanship clause, shall be submitted by the contractor.

The submittal process is in place to allow the Government the opportunity to determine whether materials or procedures used by the contractor are in accordance with contract requirements. It is ultimately the Contractor's responsibility via the quality control process to ensure submittal items installed under the contract and work performed on site are in accordance with industry standards and general practices.

(a) The types of submittal requirements specified in this contract may include, but is not limited to; shop drawings, product data, samples, certificates of conformance or compliance, certified test or inspection reports, equipment, materials, and miscellaneous work related submittals for construction. Individual submittal requirements are generally specified in applicable sections for each unit of work in the specifications and/or as a whole in one section in the statement of work.

(b) The Bureau of Prisons (BOP) Contracting Officer’s Representative (COR) shall act for the Contracting Officer in the review and acceptance of all submittals. The Contractor shall submit submittals as required by the contract/specifications to the COR for transmittal to the Contracting Officer. Fabrication of any work or purchase or use of any submittals (such as materials for which samples are required or equipment, etc.) shall not take place until written acceptance is given by the COR, except at the Contractor's own risk.

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(c) The Contractor shall submit all shop drawings and submittals sufficiently in advance (unless otherwise specified in the specifications) of the construction requirements to allow ample time for checking, re-submitting, and re-checking.

(d) Failure of any materials to pass their specified tests shall be sufficient cause for refusal to consider, under this contract, any further samples of the same brand or make of that material. The Government reserves the right to disapprove any material or equipment which has previously proven unsatisfactory in service.

(e) The Contracting Officer’s or designee’s approval or acceptance of submittals is not to be construed as a complete check.

Approval or acceptance will not relieve the Contractor of the responsibility for any error which may exist, as the Contractor is responsible for the satisfactory construction of all work. The Contractor is responsible for delivering a final product/system that is operational as intended by the contract requirements, regardless of any Government approvals or acceptance of submittals. The Government assumes no liability during the submittal approval/acceptance process. It is the sole responsibility of the Contractor to deliver a properly functioning product or system.

FAO-0006 Contractor Use of Premises

Work Hours The project schedule is based on a normal forty (40) hour work week, eight (8) hours per day, Monday through Friday, excluding Federal holidays. The Contracting Officer’s Representative (COR) shall establish the work hour time frames for the duration of the project, subject to the approval of the Contracting Officer. Work hours and work days may be altered only with a 48 hour advance approval of the Contracting Officer.

NOTE: Access to the site will be available during normal working hours except during emergencies. It shall be the responsibility of the Contractor to familiarize himself, his employees, and his subcontractors of the working hours and conditions in the correctional facility, as working hours may not constitute a full eight hour day. The Government assumes no responsibility to the Contractor, nor to any of his subcontractors, for shorter hours due to institutional emergencies or entry and/or exit of workers necessitated by normal institution routines. The procedures and institutional entrance/exit routines applicable to this project will be explained at both the pre-bid conference/site visit and the pre-construction meeting.

Contraband The Contractor shall inform his employees that intoxicating beverages, drugs, weapons, etc., will not be allowed on the site.

Introduction of contraband shall be subject to the penalties prescribed by Title 18 USC-1791.

Explosives The use of explosives is absolutely forbidden without written authorization from the Contracting Officer.

Parking and Temporary Office Parking will be available at the site to the extent it does not interfere with construction activities. Otherwise, parking shall be provided for by the Contractor, at his expense, off the site for workmen employed on the project. Any temporary field office used by the Contractor shall be located in an area approved by the COR.

Safety and Accident Prevention In performing work under this contract the contractor shall:

(a) Conform to the specific safety requirements established by this contract;

(b) Comply with the safety rules of the Government institution that concern related activities not directly addressed in this contract;

(c) Take all reasonable steps and precautions to prevent accidents and preserve the life and health of contractor and Government personnel performing or in any way coming in contact with the performance of this contract; and

(d) Take such additional immediate precautions as the Contracting Officer and/or COR may reasonably require for safety and accident prevention purposes.

FAO-0007 Payment Services

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(a) Original application for payment shall be prepared on AIA (American Institute of Architects) Form G-702 "Application and Certificate for Payment" and submitted to the Contracting Officer. The contractor may use another form; however, it shall contain similar information as the AIA Form G-702. The Contracting Officer will approve the amount of payment by signing and forwarding the application and certificate as follows: Original to Accounting; Copy for Contract Award File.

(b) All small business contractors are required to self-certify on all invoices their small business status.

FAO-0008 Request for Final Inspection

The Contractor shall give the Contracting Officer’s Representative (COR) a minimum of ten (10) working days advanced written notice of the date on which the work will be fully completed and ready for the Government’s final inspection.

FAO-0010 Assignment of Contract Administration Office and Functions

Pursuant to FAR 42.201 and 42.202, the assigned Contract Administration Office is listed in Block 26 of the Standard Form 1442 Back. This assignment carries with it the authority to perform all of the contract administration functions listed in FAR 42.302(a) and 42.302(b) to the extent that those functions apply to the contract.

FAO-0012 Progress Meetings

The Administrative Contracting Officer (ACO) shall conduct progress meetings at the project site on a monthly basis, or at intervals as determined by the ACO.

(a) At a minimum, the attendees shall include but is not limited to:

(1) FBOP: Administrative Contracting Officer, Contracting Officer’s Representative (COR), Facility Administrator/ Manager, Architect/Engineer (if applicable), Other Personnel (Executive Staff, Captain, Safety Manager, etc.).

(2) Contractor: Project Manager, Superintendent, and technical support disciplines as appropriate (Subcontractors, Manufacturers, Suppliers, etc.).

(b) The meeting should include, but is not limited to issues such as:

Administrative Contracting Officer:

(1) Old business from previous progress meeting(s);

(2) Status of modifications, certified payrolls, submittals, requests for information (RFI);

(3) Review of payments made to date and review/approve current payment request;

(4) Status of modification proposal requests;

(5) Discuss new business.

COR:

(1) Status of escort coverage;

(2) Review gate or sallyport entrance/exit issues;

(3) Discuss other delays contractor may be experiencing;

(4) Discuss performance/quality issues.

Contractor:

(1) Review/discuss updated progress schedule;

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(2) Provide 30 day outlook;

(3) Discuss other issues affecting performance.

FAO-0014 Contract Closeout Procedures (for construction contracts $150,000 or less)

Contract Closeout must be completed upon receipt of property and final payment.

Prior to payment of final invoice:

The Contractor shall submit the following documentation:

(1) Guarantees and warranties;

(2) All operation/maintenance manuals;

(3) Consent of Surety to Final Payment (AIA Document G707), if the contractor furnished a bond;

(4) Release of Claims (GSA Form 1142);

(5) Evidence of no pending labor disputes;

(6) As-built drawings/shop drawings, (if applicable);

(7) Contractor’s final invoice.

AIA forms can be obtained from The American Institute of Architects at www.aiabookstore.com.

GSA forms can be obtained from the General Services Administration at www.gsa.gov (click on the “Forms Library” link).

Section 4 - Contract Clauses

Clauses By Reference

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): www.acquisition.gov

Clause Title Fill-ins (if applicable)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving

(Jun 2020)

52.225-13 Restrictions on Certain Foreign Purchases (Feb 2021)

52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004)

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Clause Title Fill-ins (if applicable)

52.244-6 Subcontracts for Commercial Products and Commercial Services (Jan

2022)

Clauses By Full Text

52.203-5 Covenant Against Contingent Fees (May 2014)

(a) The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee.

(b) "Bona fide agency," as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.

"Bona fide employee," as used in this clause, means a person, employed by a contractor and subject to the contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence.

"Contingent fee," as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

"Improper influence," as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

(End of clause)

52.203-7 Anti-Kickback Procedures (Jun 2020)

(a) Definitions.

"Kickback," as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a subcontract relating to a prime contract.

"Person," as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual.

"Prime contract," as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind.

"Prime Contractor" as used in this clause, means a person who has entered into a prime contract with the United States.

"Prime Contractor employee," as used in this clause, means any officer, partner, employee, or agent of a prime Contractor.

"Subcontract," as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract.

"Subcontractor," as used in this clause, (1)means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such

15B51522Q00000013/0001 Page 12 of 62 prime contract, and (2)includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor.

"Subcontractor employee," as used in this clause, means any officer, partner, employee, or agent of a subcontractor.

(b) 41 U.S.C. chapter 87, Kickbacks, prohibits any person from--

(1) Providing or attempting to provide or offering to provide any kickback;

(2) Soliciting, accepting, or attempting to accept any kickback; or

(3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor.

(c) (1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operations and direct business relationships.

(2) When the Contractor has reasonable grounds to believe that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly report in writing the possible violation. Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Attorney General.

(3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause.

(4) The Contracting Officer may (i)offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii)direct that the Prime Contractor withhold from sums owed a subcontractor under the prime contract the amount of the kickback. The Contracting Officer may order that monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause. In either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld.

(5) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c)(5) but excepting paragraph (c)(1) of this clause, in all subcontracts under this contract that exceed the threshold specified in Federal Acquisition Regulation 3.502-2(i) on the date of subcontract award.

(End of clause)

52.204-13 System for Award Management Maintenance (Oct 2018)

(a) Definitions. As used in this clause--

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

"Registered in the System for Award Management (SAM)" means that--

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record "Active".

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"System for Award Management (SAM)" means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes--

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

"Unique entity identifier" means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity.

See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) If the solicitation for this contract contained the provision 52.204-7 with its Alternate I, and the Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

(c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement. The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government's reliance on inaccurate or incomplete data.

To remain registered in SAM after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d) (1) (i) If a Contractor has legally changed its business name or "doing business as" name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to--

(A) Change the name in SAM;

(B) Comply with the requirements of subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the EFT clause of this contract.

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

(e) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.sam.gov.

(End of clause)

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52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)

(a) Definitions. As used in this clause--

"Internal confidentiality agreement or statement" means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

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

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

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

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

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

(e) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015, (Pub. L. 113-235), and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions) use of funds appropriated (or otherwise made available) is prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

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

(End of clause)

52.204-2 Security Requirements (Mar 2021)

(a) This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret."

(b) The Contractor shall comply with--

(1) The Security Agreement (DDForm441), including the National Industrial Security Program Operating Manual (32 CFR part 117);

and

(2) Any revisions to that manual, notice of which has been furnished to the Contractor.

(c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

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52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 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

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FAR 4.1403(a) on the date of subcontract award, the Contractor shall report the following information at http://www.fsrs.gov for that first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to report the data.)

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

(ii) Name of the subcontractor.

(iii) Amount of the subcontract award.

(iv) Date of the subcontract award.

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

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

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

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

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

(x) Awarding agency name and code.

(xi) Funding agency name and code.

(xii) Government contracting office code.

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

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

(3) Executive compensation of the first-tier subcontractor. Unless otherwise directed by the Contracting Officer, by the end of the month following the month of award of a first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, and annually thereafter (calculated from the prime contract award date), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for that first-tier subcontractor for the first-tier subcontractor's preceding completed fiscal year at http://www.fsrs.gov , if--

(i) In the subcontractor's preceding fiscal year, the subcontractor received--

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78 m(a), 78 o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(e) The Contractor shall not…