10_-_HuntsvilleAEContractClauses.pdf

ARCHITECT-ENGINEER SERVICE CONTRACT CLAUSES

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) IBR

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 www.acquisition.gov/far

Note: Clauses that are incorporated by reference are identified within this document by including “IBR” in the title of the applicable clause. (i.e. PREVENTING PERSONAL CONFLICTS OF INTEREST – IBR)

NUMBER REFERENCE TITLE

1. GENERAL

1.1 FAR 52.202-1 Definitions

1.2 FAR 52.204-13 System for Award Management Maintenance- IBR

1.2.1 FAR 52.204-18 Commercial and Government Entity Code Maintenance - IBR

1.3 FAR 52.233-3 Protest After Award

1.4 FAR 52.253-1 Computer Generated Forms

1.5 GSAR 552.203-71 Restrictions on Advertising

1.6 GSAR 552.252-6 Authorized Deviation or Variations in Clauses (Deviation FAR

52.252-6) 1.7 1.8 1.9 1.10

1.11

FAR 52.204-14

FAR 52.233-2

FAR 52.204-7

FAR 52.204-16

FAR 52.204-18

Service Contract Reporting Requirements (JAN 2014)-IBR Service of Protest (SEP 2006)

SYSTEM FOR AWARD MANAGEMENT (JUL 2013) – IBR

Commercial and Government Entity Code Reporting (Nov

2014) – IBR

Commercial and Government Entity Code Maintenance (Nov

2014) - IBR

2. BID GUARANTEE AND BONDS

2.1 FAR 52.228-14 Irrevocable Letter of Credit - IBR

3. STANDARDS OF CONDUCT

3.1 FAR 52.203-3 Gratuities- IBR

3.2 FAR 52.203-5 Covenant Against Contingent Fees – IBR

3.3 FAR 52.203-7 Anti-Kickback Procedures – IBR

3.4 FAR 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity – IBR

3.5 FAR 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity – IBR 3.6

3.7

FAR 52.203-12

FAR 52.203-16

Limitation on Payments to Influence Certain Federal Transactions - IBR Preventing Personal Conflicts of Interest - IBR

3.8

3.9

3.10

3.11

FAR 52.209-9

FAR 52.203-6

FAR 52.203-99

FAR 52.209-10

Updates of Publicly Available Information Regarding Responsibility Matters (JUL 2013) – IBR Restrictions On Subcontractor Sales To The Government (SEP 2006) - IBR Prohibition On Contracting With Certain Entities That Require Certain Internal Confidentiality Agreements (FEB 2015) Prohibition On Contracting With Inverted Domestic Corporations (NOV 2015) – IBR

4. BUY AMERICAN AND TRADE AGREEMENTS

4.1 FAR 52.225-13 Restrictions on Certain Foreign Purchases - IBR 4.2

FAR 52.233-4

Applicable Law for Breach of Contract Claim - IBR

5. ENVIRONMENTAL PROTECTION

5.1 FAR 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper (MAY 2011) – IBR http://www.acquisition.gov/far

5.2 FAR 52.223-3 Hazardous Material Identification and Material Safety Data (Alt I) – IBR

5.3 FAR 52.223-5 Pollution Prevention and Right-to-Know Information (MAY

2011) – IBR

5.4 FAR 52.223-6 Drug-Free Workplace – IBR

5.5 FAR 52.223-9 Estimate of Percentage of Recovered Material Content for

EPA Designated Products – IBR 5.6

5.7

5.8

5.9

FAR 52.223-18

FAR 52.223-18

FAR 52.223-15

FAR 52.223-17

Encouraging Contractor Policies to Ban Text Messaging While Driving Encouraging Contractor Policies To Ban Text Messaging While Driving (AUG 2011) - IBR Energy Efficiency In Energy-Consuming Products (DEC 2007)

- IBR

Affirmative Action Of Epa-Designated Items In Service And Construction Contracts (MAY 2008) - IBR

6. EMPLOYMENT PRACTICES AND LABOR STANDARDS

6.1 FAR 52.222-1 Notice to the Government of labor Disputes – IBR

6.2 FAR 52.222-3 Convict Labor – IBR

6.3 FAR 52.222-21 Prohibition of Segregated Facilities – IBR

6.4 FAR 52.222-26 Equal Opportunity – IBR

6.5 FAR 52.222-35 Equal Opportunity for Veterans

6.6 FAR 52.222-36 Affirmative Action for Workers with Disabilities

6.7 FAR 52.222-37 Employment Reports on Veterans – IBR

6.8 FAR 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act – IBR 6.9 6.10

FAR 52.222-50

FAR 52.222-54

Combating Trafficking in Persons - IBR Employment Eligibility Verification (Aug 2013) – IBR

7. SUBCONTRACTING

7.1 FAR 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment – IBR

7.2 FAR 52.219-8 Utilization of Small Business Concerns

7.3 FAR 52.219-9 Small Business Subcontracting Plan-ALT II - IBR

7.4 FAR 52.219-14 Limitations on Subcontracting – IBR

7.5

FAR 52.219-16

Liquidated Damages—Subcontracting – IBR

7.6 FAR 52.244-4 Subcontractors and Outside Associates and Consultants -

IBR

7.7 FAR 52.244-5 Competition in Subcontracting - IBR

7.8

7.9

7.10

8. [RESERVED]

FAR 52.244-6

GSAR 552.219-71

GSAR 552.219-73

Subcontracts for Commercial Items and Commercial Components - IBR Notice To Offerors Of Subcontracting Plan Requirements

(MAR 2012) – IBR

Goals For Subcontracting Plan (JUN 2005) ALT I (SEP

1999) - IBR

9. TAXES

9.1 FAR 52.229-3 Federal, State, and Local Taxes - IBR

10. PERFORMANCE

10.1

10.2

10.3

FAR 52.237-2

GSAR 552.204-9

FAR 52.216-1

Protection of Government Buildings, Equipment, and Vegetation – IBR Personal Identity Verification Requirements (OCT 2012) –

IBR

Type of Contract (APR 1984)

11. PAYMENT

11.1 FAR 52.232-10 Payments Under Fixed-Price Architect Engineer Contracts

11.2 FAR 52.232-17 Interest - IBR

11.3 FAR 52.232-23 Assignment of Claims- IBR

11.4 FAR 52.232-26 Prompt Payment for Fixed-Price Architect-Engineer Contracts

11.5

11.6

11.7

FAR 52.232-33

Supplemental Invoice Reqmts

FAR 52.232-39

Payment by Electronic Funds Transfer—Central Contractor Registration- IBR Invoice Requirements/Payment Information

Unenforceability Of Unauthorized Obligations

12. AUDITS AND COST AND PRICE DATA

12.1 FAR 52.215-2 Audit and Records—Negotiation - IBR

12.2 FAR 52.215-10 Price Reduction for Defective Cost or Pricing Data – IBR

12.3 FAR 52.215-12 Subcontractor Cost or Pricing Data – IBR

12.4 FAR 52.215-13 Subcontractor Cost or Pricing Data (Modifications) – IBR

12.5 FAR 52.215-15 Pension Adjustments and Asset Reversions – IBR

12.6 FAR 52.215-17 Waiver or Facilities Capital Cost of Money – IBR

12.7 FAR 52.215-18 Reversion or Adjustment of Plans for Post-Retirement

Benefits (PRB) Other than Pensions – IBR

12.8 FAR 52.215-19 Notification of Ownership Changes – IBR

12.9 FAR 52.215-21 Requirement for Cost or Pricing Data or Information Other than Cost or Pricing Data (Modifications) - IBR 12.10 12.11

GSAR 552.215-70

FAR 52.222-46

Examination of Records by GSA – IBR Evaluation of Compensation for Professional Employees -

IBR

13. ADJUSTMENTS

13.1 FAR 52.243-1 Changes—Fixed-Price (Alt III)

13.2 FAR 52.248-2 Value Engineering—Architect-Engineering - IBR

14. DISPUTES

14.1 FAR 52.233-1 Disputes (Alt I) – IBR

15. PATENTS, DATA, AND COPYRIGHTS

15.1 FAR 52.227-1 Authorization and Consent - IBR

16. TERMINATION

16.1 FAR 52.249-7 Termination (Fixed-Price Architect-Engineer) - IBR

17. COST ACCOUNTING STANDARDS

17.1 FAR 52.230-2 Cost Accounting Standards - IBR

17.2 FAR 52.230-3 Disclosure and Consistency of Cost Accounting Practices -

IBR

17.3 FAR 52.230-6 Administration of Cost Accounting Standards - IBR

18. OTHER

18.1 FAR 52.242-13 Bankruptcy - IBR

18.2 FAR 52.215-8 Order of Precedence- IBR

18.3 FAR 52.236-22 Design Within Funding Limitations - IBR

18.4 FAR 52.236-23 Responsibility of the Architect-Engineer Contractor - IBR

18.5 FAR 52.236-24 Work Oversight in Architect-Engineer Contracts – IBR

18.6 FAR 52.236-25 Requirements for Registration of Designers - IBR

18.7 FAR 52.242-14 Suspension of Work - IBR

18.8 FAR 52.219-28 Post Award Small Business Representation (Jul 2013) - IBR

18.9 FAR 52.204-9 Personal Identity Verification of Contractor Personnel

18.10 FAR 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards (Jul 2013) – IBR 18.11 18.12

18.13 18.14

GSAR 552.227-71

FAR 52.203-17

FAR 52.227-2

FAR 52.204-19

Drawings and Other Data to Become Property of Government Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Apr 2014) –

IBR

Notice And Assistance Regarding Patent - IBR Incorporation By Reference Of Representations And Certifications (DEC 2014)

18.15

FAR 52.209-7

Information Regarding Responsibility Matters

19. [RESERVED]

20. DOCUMENT SECURITY FOR SENSITIVE BUT UNCLASSIFIED BUILDING INFORMATION

21.FAR 52.232-40 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

1. GENERAL

1.1. FAR 52.202-1 DEFINITIONS (NOV 2013)

When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless—

(a) The solicitation, or amended solicitation, provides a different definition;

(b) The contracting parties agree to a different definition;

(c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

(d) The word or term is defined in FAR Part 31, for use in the cost principles and procedures.

1.3. FAR 52.233-3 PROTEST AFTER AWARD (AUG 1996)

(a) Upon receipt of a notice of protest (as defined in FAR 33.101) or a determination that a protest is likely (see FAR 33.102(d)), the

Contracting Officer may, by written order to the Contractor, direct the Contractor to stop performance of the work called for by this contract. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Upon receipt of the final decision in the protest, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled either before or after a final decision in the protest, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if—

(1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its rights to an adjustment within 30 days after the end of the period of work stoppage; provided that if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon a proposal at any time before final payment under the contract.

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

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

(e) The Government’s rights to terminate this contract at any time are not affected by action taken under this clause.

(f) If, as the result of the Contractor’s intentional or negligent misstatement, misrepresentation, or miscertification, a protest related to this contract is sustained, and the Government pays costs, as provided in FAR 33.102(b)(2)or 33.104(h)(1), the Government may require the Contractor to reimburse the Government the amount of such costs. In addition to any other remedy available, and pursuant to the requirements of Subpart 32.6, the Government may collect this debt by offsetting the amount against any payment due the Contractor under any contract between the Contractor and the Government.

1.4. FAR 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

(a) Any data required to be submitted on a Standard or Optional Form prescribed by the Federal Acquisition Regulation (FAR) may be submitted on a computer generated version of the form, provided, there is no change to the name, content, or sequence of the data elements on the form, and provided the form carries the Standard or Optional Form number and edition date.

(b) Unless prohibited by agency regulations, any data required to be submitted on an agency unique form prescribed by an agency supplement to the FAR may be submitted on a computer generated version of the form provided there is no change to the name, content, or sequence of the data elements on the form and provided the form carries the agency form number and edition date.

(c) If the Contractor submits a computer generated version of a form that is different than the required form, then the rights and obligations of the parties will be determined based on the content of the required form.

1.5. GSAR 552.203-71 RESTRICTION ON ADVERTISING (SEP 1999)

The Contractor shall not refer to this contract in commercial advertising or similar promotion in such a manner as to state or imply that the product or service provided is endorsed or preferred by the White House, the Executive Office of the President, or any other element of the Federal Government, or is considered by these entities to be superior to other products or services. Any advertisement by the contractor, including price-off coupons, that refers to a military resale activity shall contain the following statement: “This advertisement is neither paid for nor sponsored, in whole or in part, by any element of the United States Government.”

(End of Clause)

In accordance with GSAR 552.203-71, Restriction on Advertising, the contractor is precluded from referring to GSA contracts in commercial advertising in a manner that states or implies the Government approves or endorses the product or service or considers it superior to other products or services. The contractor may not disseminate or advertise any information concerning this project/contract without prior written approval of the Contracting Officer. The contractor may not photograph the project site other than as required by the contract or as directed by the Contracting Officer. Access to Federally controlled space is governed by stringent security requirements. The contractor is prohibited from bringing individuals to the project/contract site for the purpose of marketing, self promotion, media tours, and any other event or activity without the express written consent of the Contracting Officer.

https://acquisition.gov/far/current/html/Subpart%202_1.html#wp1145508 https://acquisition.gov/far/current/html/FARTOCP31.html#wp253693

All media inquiries should be directed to the Contracting Officer. Any request for access to the project/contract site, other than to perform work related to the contract, shall be made in writing to the Contracting Officer

1.6. GSAR 552.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (DEVIATION FAR 52.252-6) (SEP 1999)

(a) Deviations to FAR clauses.

This solicitation or contract indicates any authorized deviation to a Federal Acquisition Regulation (48 CFR Chapter 1) clause by the addition of “(DEVIATION)” after the date of the clause, if the clause is not published in the General Services Administration Acquisition Regulation (48 CFR Chapter 5).This solicitation indicates any authorized deviation to a Federal Acquisition Regulation (FAR) clause that is published in the General Services Administration Acquisition Regulation by the addition of “(DEVIATION (FAR clause no.))” after the date of the clause.

(b) Deviations to GSAR clauses. This solicitation indicates any authorized deviation to a General Services Administration

Acquisition Regulation clause by the addition of “(DEVIATION)” after the date of the clause.

(c) “Substantially the same as” clauses. Changes in wording of clauses prescribed for use on a “substantially the same as” basis are not considered deviations.

1.8 FAR 52.233-2 - SERVICE OF PROTEST (SEP 2006)

(a) Protests, as defined in Section 33.101 of the Federal Acquisition Regulation, that are filed directly with any agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgement of receipt from General Services Administration, Region 4, 77 Forsyth Street, Suite T8 Atlanta, GA 30303 (Attn: Kiersten Mathews).

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO. (End of clause)

3. STANDARDS OF CONDUCT

3.10 52.203-98 PROHIBITION OF CONTRACTING WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS (FEB 2015)

(a) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), Government agencies are not permitted to use funds appropriated (or otherwise made available) under that or any other Act for contracts with an entity that requires employees or subcontractors of such entity seeking to report fraud, waste, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

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

(c) Representation . By submission of its offer, the Offeror represents that it does not require employees or subcontractors of such entity seeking to report fraud, waste, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(End of provision)

5. ENVIRONMENTAL PROTECTION

5.6. FAR 52.223-9 ESTIMATE OF PERCENTAGE OF RECOVERED MATERIAL CONTENT FOR EPA-

DESIGNATED PRODUCTS (MAY 2008)

(a) Definitions . As used in this clause— “Postconsumer material” means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item.

Postconsumer material is a part of the broader category of “recovered material.”

“Recovered material” means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

(b) The Contractor, on completion of this contract, shall—

(1) Estimate the percentage of the total recovered material content for EPA-designated item(s) delivered and/or used in contract performance, including, if applicable, the percentage of post-consumer material content; and

(2) Submit this estimate to the Contracting Officer’s Representative.

6. EMPLOYMENT PRACTICES AND LABOR STANDARDS

6.5. FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUL 2014)

(a) Definitions . As used in this clause— “Active duty wartime or campaign badge veteran,” “Armed Forces service medal veteran,” “disabled veteran,” “protected veteran,” “qualified disabled veteran,” and “recently separated veteran” have the meanings given at FAR 22.1301.

(b) Equal opportunity clause . The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR

60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $100,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

6.6. FAR 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUL 2014)

(a) General.

(1) Regarding any position for which the employee or applicant for employment is qualified, the Contractor shall not discriminate against any employee or applicant because of physical or mental disability. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified individuals with disabilities without discrimination based upon their physical or mental disability in all employment practices such as—

(i) Recruitment, advertising, and job application procedures;

(ii) Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination, right of return from layoff, and rehiring;

(iii) Rates of pay or any other form of compensation and changes in compensation;

(iv) Job assignments, job classifications, organizational structures, position descriptions, lines of progression, and seniority lists;

(v) Leaves of absence, sick leave, or any other leave;

(vi) Fringe benefits available by virtue of employment, whether or not administered by the Contractor;

(vii) Selection and financial support for training, including apprenticeships, professional meetings, conferences, and other related activities, and selection for leaves of absence to pursue training;

(viii) Activities sponsored by the Contractor, including social or recreational programs; and

(ix) Any other term, condition, or privilege of employment.

(2) The Contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor (Secretary) issued under the Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as amended.

(b) Postings.

(1) The Contractor agrees to post employment notices stating—

(i) The Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified individuals with disabilities; and

(ii) The rights of applicants and employees.

(2) These notices shall be posted in conspicuous places that are available to employees and applicants for employment. The

Contractor shall ensure that applicants and employees with disabilities are informed of the contents of the notice (e.g., the Contractor may have the notice read to a visually disabled individual, or may lower the posted notice so that it might be read by a person in a wheelchair). The notices shall be in a form prescribed by the Deputy Assistant Secretary for Federal Contract Compliance of the U.S. Department of Labor (Deputy Assistant Secretary) and shall be provided by or through the Contracting Officer.

(3) The Contractor shall notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Section 503 of the Act and is committed to take affirmative action to employ, and advance in employment, qualified individuals with physical or mental disabilities.

(c) Noncompliance. If the Contractor does not comply with the requirements of this clause, appropriate actions may be taken under the rules, regulations, and relevant orders of the Secretary issued pursuant to the Act.

(d) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary. The Contractor shall act as specified by the Deputy Assistant Secretary to enforce the terms, including action for noncompliance.

7. SUBCONTRACTING

7.2. FAR 52.219-8 UTILIZATION OF SMALL CONCERNS (OCT 2014)

(a) Definitions . As used in this contract— https://acquisition.gov/far/current/html/Subpart%2022_13.html#wp1085590 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+2+78++%2829%29%20%20AND%20%28%2829%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20

“HUBZone small business concern” means a small business concern that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration.

“Service-disabled veteran-owned small business concern”—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

“Small business concern” means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto.

“Small disadvantaged business concern”, consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that—

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by—

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13

CFR 124.104) individuals who are citizens of the United States; and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

(2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

“Veteran-owned small business concern” means a small business concern—

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

“Women-owned small business concern” means a small business concern—

(1) That is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

(b) It is the policy of the United States that small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns.

(c) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the Contractor's compliance with this clause.

(d)(1) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as a small business concern, a veteran-owned small business concern, a service-disabled veteran-owned small business concern, a small disadvantaged business concern, or a women-owned small business concern.

(2) The Contractor shall confirm that a subcontractor representing itself as a HUBZone small business concern is certified by SBA as a HUBZone small business concern by accessing the System for Award Management database or by contacting the SBA.

Options for contacting the SBA include—

(i) HUBZone small business database search application web page at http://dsbs.sba.gov/dsbs/search/dsp_searchhubzone.cfm; or http://www.sba.gov/hubzone;

(ii) In writing to the Director/HUB, U.S. Small Business Administration, 409 3rd Street, SW., Washington, DC 20416; or

(iii) The SBA HUBZone Help Desk at hubzone@sba.gov.

10. PERFORMANCE

10.2 GSAR 552.204-9 - PERSONAL IDENTITY VERIFICATION REQUIREMENTS (OCT 2012)

(a) The contractor shall comply with GSA personal identity verification requirements, identified at http://www.gsa.gov/hspd12, if contractor employees require access to GSA controlled facilities or information systems to perform contract requirements.

http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://dsbs.sba.gov/dsbs/search/dsp_searchhubzone.cfm http://www.sba.gov/hubzone

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have access to a GSA-controlled facility or access to a GSA-controlled information system.

10.3 FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a firm-fixed contract (unless indicated otherwise elsewhere in this solicitation) resulting from this solicitation.

11. PAYMENT

11.1 FAR 52.232-10 PAYMENTS UNDER FIXED-PRICE ARCHITECT-ENGINEER CONTRACTS

(APR 2010)

(a) Estimates shall be made monthly of the amount and value of the work and services performed by the Contractor under this contract which meet the standards of quality established under this contract. The estimates, along with any supporting data required by the Contracting Officer, shall be prepared by the Contractor and submitted along with its voucher.

(b) After receipt of each substantiated voucher, the Government shall pay the voucher as approved by the Contracting Officer or authorized representative. The Contracting Officer shall require a withholding from amounts due under paragraph (a) of this clause of up to 10 percent only if the Contracting Officer determines that such a withholding is necessary to protect the Government’s interest and ensure satisfactory completion of the contract. The amount withheld shall be determined based upon the Contractor’s performance record under this contract. Whenever the Contracting Officer determines that the work is substantially complete and that the amount retained is in excess of the amount adequate for the protection of the Government, the Contracting Officer shall release the excess amount to the Contractor.

(c) Upon satisfactory completion by the Contractor and final acceptance by the Contracting Officer of all the work done by the Contractor under the “Statement of Architect-Engineer Services”, the Contractor will be paid the unpaid balance of any money due for work under the statement, including all withheld amounts.

(d) Before final payment under the contract, or before settlement upon termination of the contract, and as a condition precedent thereto, the Contractor shall execute and deliver to the Contracting Officer a release of all claims against the Government arising under or by virtue of this contract, other than any claims that are specifically excepted by the Contractor from the operation of the release in amounts stated in the release.

(e) Notwithstanding any other provision in this contract, and specifically paragraph (b) of this clause, progress payments shall not exceed 80 percent on work accomplished on undefinitized contract actions. A “contract action” is any action resulting in a contract, as defined in FAR Subpart 2.1, including contract modifications for additional supplies or services, but not including contract modifications that are within the scope and under the terms of the contract, such as contract modifications issued pursuant to the Changes clause, or funding and other administrative changes.

11.6 INVOICE REQUIREMENTS/PAYMENT INFORMATION

In addition to the requirements for a proper invoice specified in the Prompt Payment clause of this contract or order, the following information or documentation must be submitted with each invoice:

(a) Invoices shall be submitted in an original only, unless otherwise specified, to the designated billing office specified in this contract or order.

(b) Invoices must include the Account Document Number (ADN) assigned at award. The ADN must be listed on all invoices in order to ensure proper payment. The ADN for this requirement is located in the description area of the solicitation/contract number

GS-04P-16-BV-C-7000.

(c) If this Contract is funded wholly or in part by the American Recovery and Reinvestment Act of 2009 (ARRA), all invoices for work components or Contract Line Items (CLINs) identified as ARRA-funded must cite the work component or CLIN to enable GSA to meet its reporting obligations under ARRA

(d) The GSA Form 2419, Certification of Progress Payments under Fixed Price Construction Contracts, should also be submitted with each progress payment request (Construction contracts only).

(e) The GSA Form 1142, Release of Claims, is required to be submitted only on the Final Payment request.

11.7. FAR 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013)

(a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(1) Any such clause is unenforceable against the Government.

(2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g ., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(3) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

https://www.acquisition.gov/far/current/html/Subpart%202_1.html#wp1145507

(b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (End of clause)

13. ADJUSTMENTS

13.1. FAR 52.243-1 CHANGES—FIXED-PRICE (AUG 1987) ALT. III (APR 1984)

(a) The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in the services being performed.

(b) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract.

(c)The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order.

However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract.

(d) If the Contractor’s proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribed the manner of the disposition of the property.

(e) Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

(f) No services for which an additional cost or fee will be charged by the contractor shall be furnished without the prior written authorization of the Contracting Officer.

18.11 GSAR 552.227-71 DRAWINGS AND OTHER DATA TO BECOME PROPERTY OF GOVERNMENT

(MAY 1989)

All designs, drawings, specifications, notes and other works developed in the performance of this contract shall become the sole property of the Government and may be used on any other design or construction without additional compensation to the Contractor. The Government shall be considered the 'person for whom the work was prepared' for the purpose of authorship in any copyrightable work under section 201(b) of Title 17, United States Code. With respect thereto, the Contractor agrees not to assert or authorize others to assert any rights nor establish any claim under the design patent or copyright laws. The Contractor for a period of three years after completion of the project agrees to furnish all retained works on the request of the Contracting Officer. Unless otherwise provided in this contract, the Contractor shall have the right to retain copies of works beyond such period.

18.14 FAR 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014) The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

18.15 FAR 52.209-7 Information Regarding Responsibility Matters (Jul 2013)

(a) Definitions. As used in this provision— “Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means—

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management database via https://www.acquisition.gov (see 52.204-7).

(End of provision)

20. PBS P 3490.2 – DOCUMENT SECURITY FOR SENSITIVE BUT UNCLASSIFIED BUILDING INFORMATION

Safeguarding and Dissemination of Sensitive But Unclassified (SBU) Building Information

This clause applies to all recipients of SBU building information, including offerors, bidders, awardees, contractors, subcontractors, lessors, suppliers and manufacturers.

1. Marking SBU. Contractor-generated documents that contain building information must be reviewed by GSA to identify any SBU content, before the original or any copies are disseminated to any other parties. If SBU content is identified, the Contracting Officer (CO) may direct the contractor, as specified elsewhere in this contract, to imprint or affix SBU document markings to the original documents and all copies, before any dissemination.

2. Authorized recipients.

a. Building information designated SBU must be protected with access strictly controlled and limited to those individuals having a legitimate business need to know such information. Those with a need to know may include Federal, State and local government entities, and nongovernment entities engaged in the conduct of business on behalf of or with GSA. Nongovernment entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, utilities, and others submitting an offer or bid to GSA, or performing work under a GSA contract or subcontract. Recipient contractors must be registered as “active” in the System for Award Management (SAM) database at www.sam.gov and have a legitimate business need to know such information. If a subcontractor is not registered in the SAM and has a need to possess SBU building information, the subcontractor shall provide to the contractor its DUNS number or its tax ID number and a copy of its business license. The contractor shall keep this information related to the subcontractor for the duration of the contract and subcontract.

b. All GSA personnel and Contractors must be provided SBU building information when needed for the performance of official Federal, State, and local government functions, such as for code compliance reviews and for the issuance of building permits. Public safety entities such as fire and utility departments may require access to SBU building information on a need to know basis. This clause must not prevent or encumber the dissemination of SBU building information to public safety entities.

3. Dissemination of SBU building information:

a. By electronic transmission. Electronic transmission of SBU information outside of the GSA network must use session encryption (or alternatively, file encryption). Encryption must be via an approved NIST algorithm with a valid certification, such as Advanced Encryption Standard (AES) or Triple Data Encryption Standard (3DES), in accordance with Federal Information Processing Standards Publication (FIPS PUB) 140-2, Security Requirements for Cryptographic Modules per GSA policy.

b. By nonelectronic form or on portable electronic data storage devices. Portable electronic data storage devices include, but are not limited to CDs, DVDs, and USB drives. Nonelectronic forms of SBU building information include paper documents, among other formats.

i. By mail. Contractors must utilize only methods of shipping that provide services for monitoring receipt such as track and confirm, proof of delivery, signature confirmation, or return receipt.

ii. In person. Contractors must provide SBU building information only to authorized recipients with a need to know such information.

Further information on authorized recipients is found in Section 2 of this clause.

4. Record keeping. Contractors must maintain a list of all entities to which SBU is disseminated, in accordance with sections 2 and 3 of this clause. This list must include at a minimum: (1) the name of the State, Federal, or local government entity, utility, or firm to which SBU has been disseminated; (2) the name of the individual at the entity or firm who is responsible for protecting the SBU building information, with access strictly controlled and limited to those individuals having a legitimate business need to know such information; (3) contact information for the named individual; and (4) a description of the SBU building information provided. Once “as built” drawings are submitted, the contractor must collect all lists maintained in accordance with this clause, including those maintained by any subcontractors and/or suppliers, and submit them to the CO. For Federal buildings, final payment may be withheld until the lists are received.

https://www.acquisition.gov/ https://www.acquisition.gov/far/html/52_200_206.html#wp1137850

5. Safeguarding SBU documents. SBU building information (both electronic and paper formats) must be protected, with access strictly controlled and limited to those individuals having a legitimate business need to know such information. GSA contractors and subcontractors must not take SBU building information outside of GSA or their own facilities or network, except as necessary for the performance of that contract. Access to the information must be limited to those with a legitimate business need to know.

6. Destroying SBU building information. When no longer needed, SBU building information must be destroyed so that marked information is rendered unreadable and incapable of being restored, in accordance with guidelines provided for media sanitization within GSA CIO IT Security 06-32, Media Sanitization Guide and Appendix A of NIST Special Publication 800-88, Guidelines for Media Sanitization. Alternatively, SBU building information may be returned to the CO.

7. Notice of disposal. The contractor must notify the CO that all SBU building information has been returned or destroyed by the contractor and its subcontractors or suppliers in accordance with paragraphs 4 and 6 of this clause, with the exception of the contractor's record copy. This notice must be submitted to the CO at the completion of the contract to receive final payment. For leases, this notice must be submitted to the CO at the completion of the lease term. The contractor may return the SBU documents to the CO rather than destroying them.

8. Incidents. All improper disclosures of SBU building information must be immediately reported to the CO at 77 Forsyth St. SW Suite T, Atlanta, GA 30303. If the contract provides for progress payments, the CO may withhold approval of progress payments until the contractor provides a corrective action plan explaining how the contractor will prevent future improper disclosures of SBU building information. Progress payments may also be withheld for failure to comply with any provision in this clause until the contractor provides a corrective action plan explaining how the contractor will rectify any noncompliance and comply with the clause in the future.

9. Subcontracts. The contractor and subcontractors must insert the substance of this clause in all subcontracts.

21. FAR 52.232-40 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business 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.