IDIQ AE Terms and Conditions.pdf

A&E Services-GLS Facilities Full and Open Competition

SOLICITATION NUMBER: 6923G521R0001

TABLE OF CONTENTS

TERM AND CONDITIONS

TABLE OF CONTENTS:

Section A- Contract Form (SF-252)……………………………………………………………………………………………………2 Section B - Supplies or Services and Prices/Costs Section C - Description/Specifications/Work Statement Section D - Packaging and Marking Section E - Inspection and Acceptance Terms Section F - Delivery or Performance Section G - Contract Administration Data Section H - Special Contract Requirements Section I - Contract Clauses Section J - List of Documents, Exhibits, and other Attachments

ARCHITECT-ENGINEER CONTRACT

1. CONTRACT NUMBER

2. DATE OF CONTRACT

3a. NAME OF ARCHITECT-ENGINEER 3b. TELEPHONE NUMBER (Include Area Code)

3c. ADDRESS OF ARCHITECT-ENGINEER (Include ZIP Code)

4a. DEPARTMENT OR AGENCY AND ADDRESS (Include ZIP Code)

Great Lakes St. Lawrence Seaway Development Corporation (GLS) 180 Andrews Street Massena, NY 13662, US

5. PROJECT TITLE AND LOCATION

This Indefinite Delivery, Indefinite Quantity(IDIQ) is for architect/engineering services on projects for maintaining and improving facilities in Massena, NY which comprise of 34 major operation, administrative, maintenance and storage buildings, 2 navigation locks: Eisenhower and Snell with connecting roadways and associated grounds at four separate physical locations.

6. CONTRACT FOR (General description of services to be provided)

An Indefinite Delivery, Indefinite Quantity contract to provide architect/engineering services on an as needed basis for projects to maintain and improve GLS facilities in Massena, NY.

NAICS CODE: 541330

7. CONTRACT AMOUNT (Express in words and figures)

8. NEGOTIATION AUTHORITY

SF 252 is prescribed for us in awarding fixed -price contracts for architect-engineer services, as specified in FAR 36.702(a). Pending issuance of a new edition of the form, Block 8, Negotiation Authority, is deleted.

9. ADMINISTRATIVE, APPROPRIATION, AND ACCOUNTING DATA

Will be provided per Individual Task Order

PREVIOUS EDITION NOT USABLE STANDARD FORM 252 (REV. 10-83)

Prescribed by GSA - FAR (48 CFR) 53.236-2(a)

Contracting Officer

10. The United States of America (called the Government) represented by the Contracting Officer executing this contract, and the Architect-Engineer agree to perform this contract in strict accordance with the clauses and the documents identified as follows, all of which are made a part of this contract:

TABLE OF CONTENTS:

Section A- Contract Form (SF-252) Section B - Supplies or Services and Prices/Costs Section C - Description/Specifications/Work Statement Section D - Packaging and Marking Section E - Inspection and Acceptance Terms Section F - Delivery or Performance Section G - Contract Administration Data Section H - Special Contract Requirements Section I - Contract Clauses Section J - List of Documents, Exhibits, and other Attachments

If the parties to this contract are comprised of more than one legal entity, each entity shall be jointly and severally liable under this contract.

The parties hereto have executed this contract as of the date recorded in Item 2.

SIGNATURES NAMES AND TITLES (Typed)

11. ARCHITECT-ENGINEER OR OTHER PROFESSIONAL SERVICES CONTRACTOR

A

B

C

D

12. THE UNITED STATES OF AMERICA

STANDARD FORM 252 (REV. 10-83) BACK

6923G521R0001

Section B - Supplies or Services and Prices/Costs

TBD

Section C - Description/Specifications/Work Statement

The Great Lakes St. Lawrence Seaway Development Corporation (GLS) intends to award up to three (3) IDIQ contracts for architect/engineering services on projects for maintaining and improving their facilities in Massena, New York. Tasks may include reconnaissance; preparing designs, reports, specifications and drawings in AutoCAD or a compatible format; on-site inspection of construction work in progress; and project management/oversight.

The A/E firm shall have architectural and engineering capabilities through their staffs or through the use of consultants which include expertise and experience in the following disciplines: Civil, Structural, Mechanical, Environmental, Electrical, Electronic, Architectural, Surveying and Occupational Health and Safety and more specifically work in areas as follows: paving and drainage, concrete and steel structures, design of marine structures (i.e. locks, dams, pile structures, etc.), HVAC, sanitary and fire protections systems, electro-mechanical and hydraulic systems, environmental and energy efficient aspects of projects, electrical power distribution systems, electronic equipment and controls, buildings and topographic surveys. Projects may involve single or multiple disciplines.

Section D - Packaging and Marking

Section E - Inspection and Acceptance Terms

A. INSPECTION.

All work included in this Contract, any subsequent Task Orders, the Contractor's books, records, or place of business, may be subject to inspection during normal working hours by the CO, the COR, or other Government employees authorized by the CO.

B. ACCEPTANCE.

Acceptance of all material, work, and documentation will be made by the CO, or COR, unless otherwise noted in the contract or Task Order. Acceptance will occur when the CO, or COR, is satisfied that all work and documentation required by the basic Contract and/or Task Order has been received and satisfactorily completed.

Section F - Delivery or Performance

PERIOD OF PERFORMANCE.

This contract is effective on the date shown in Block 2 of the cover page (SF 252) with an initial duration of 1 year. The Government may exercise the option to extend the contract for four additional 1-year periods. The CO will issue a modification to the Contractor if the Government exercises the option. Unless terminated or changed in accordance with Clauses 52.243-1 and 52.249-7, the Contractor shall complete all work under this contract in accordance with the timelines in the SOW for each individual Task Order. Task Orders issued under this IDIQ will be for a specific project and will be in effect for as long as the services are needed on that project, even if the requirement concludes after the IDIQ ending date.

Section G - Contract Administration Data

CONTRACTING OFFICER'S REPRESENTATIVE (COR).

The COR will be designated in writing with the issuance of each individual Task Order. The Contractor will be provided a copy of the designation along with a statement of the COR's responsibilities and limitations. Changes in the COR designation can only be made by the CO and will be done in writing. The COR shall be responsible for providing technical guidance to the Contractor for all, or a specified portion, of the Task Order. The Contractor shall comply with the technical guidance received from the COR.

If the Contractor considers such guidance to be a change in the terms and conditions of this contract or a specific Task Order, the Contractor shall immediately contact the CO. See FAR Clause 52.243-1, Alt. III, sub-paragraph (f), proceeding with work without proper contractual coverage could result in non-payment for the work performed.

Section H - Special Contract Requirements

Section I - Contract Clauses

52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address (es): https://www.acquisition.gov/content/regulations

The following Federal, and Transportation, Acquisition Regulation CLAUSES are included by REFERENCE only:

NUMBER

CLAUSE CLAUSE TITLE CLAUSE

DATE

52.202-1 Definitions June-2020 52.203-3 Gratuities Apr - 1984 52.203-6 Restrictions on Subcontractor Sales to the Government Jun 2020 52.203-7 Anti-Kickback Procedures Jun-2020 52.203-12 Limitation on Payments to Influence Certain Federal Transactions June - 2020

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

52-204-4 Printed or Copied Double-Sided on Recycled Paper May 2011 52.204-7 SYSTEM FOR AWARD MANAGEMENT Oct-2018 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards Jun-2020 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE Oct-2018 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING Aug-2020

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE Aug-2020 52.204-19 Incorporation by Reference of Representations and Certifications Dec-2014 52.204-20 Predecessor of Offeror Aug-2020 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS Jun-2016

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities Jul-2018

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment Aug 2020

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED OR PROPOSED FOR DEBARMENT Jun 2020

52.209-10 Prohibition on Contracting with Inverted Domestic Nov-2015

52.215-2 Audit and Records-Negotiation Jun 2020 52.215-8 Order of Precedence – Uniform Contract Format Oct 1997 52.217-2 Cancellation Under Multi-Year Contracts Oct 1997 52.219-8 Utilization of Small Business Concerns Oct -2018 52.222-3 Convict Labor Jun 2003 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS -- OVERTIME COMPENSATION May-2018 52.222-21 Prohibition of Segregated Facilities Apr-2015 52.222-26 Equal Opportunity Sep-2016 52.222-35 Equal Opportunity for, Veterans Jun 2020 52.222-36 Affirmative Action for Workers with Disabilities Jun 2020 https://www.acquisition.gov/content/regulations

CLAUSE

NUMBER CLAUSE TITLE CLAUSE

DATE

52.222-37 Employ. Reports on Special Disabled Veterans and Veterans of the Vietnam Era, and Other Eligible Vet’s Jun 2020

52.222-40 Notification of Employee Rights Under the National Relations Act Dec 2010 52.222-50 COMBATING TRAFFICKING IN PERSONS Oct 2020 52.223-6 Drug-Free Workplace May- 2001 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING Aug-2011 52.225-13 Restrictions on Certain Foreign Purchases Feb 2021

52.227-1 Authorization and Consent Jun 2020 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT Jun 2020 52.227-14 Rights in Data - General May-2014 52.227-17 Rights in Data - Special Works Dec 2007 52.228-2 ADDITIONAL BOND SECURITY Oct-1997 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION Jan-1997 52.229-3 Federal, State and Local Tax Feb-2013 52.230-3 Disclosure and Consistency of Cost Accounting Practices Jun 2020 52.232-10 Payments Under Fixed-Price Architect-Engineer Contracts. Apr 2010 52.232-17 Interest May-2014 52.232-23 Assignment of Claims May-2014 52.232-26 Prompt Payment for Fixed-Price Architect-Engineer Contracts Jan-2017 52.232-33 Payment by Electronic Funds Transfer-SYSTEM FOR AWARD MANAGEMENT Oct-2018 52.232-39 Unenforceability of Unauthorized Obligations Jun-2013 52.233-1 ALT I Disputes, Alternate I (Dec 1991) May-1914 52.233-3 Protest After Award Aug 1996 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM Oct-2004 52.236-22 Design Within Funding Limitation Apr-1984 52.236-23 Responsibility of the Architect-Engineer Contractor Apr 1984 52.236-24 Work Oversight in Architect-Engineer Contracts Apr 1984 52.236-25 Requirements for Registration of Designers Jun 2003 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. Apr-1984 52.242-2 Production Progress Reports Apr 1991 52.242-3 Penalties for Unallowable Costs May-2014 52.242-13 Bankruptcy Jul 1995 52.242-14 Suspension of Work Apr 1984 52.243-1, Alt III Changes-Fixed-Price - Alternate III (Apr 1984) Aug 1987 52.244-4 Subcontractors and Outside Associates and Consultants (Architect-Engineer Services) Aug 1998 52.246-4 Inspection of Services – Fixed-Price Aug 1996 52.248-1 Value Engineering Jun 2020 52.248-2 Value Engineering A/E Mar 1990 52.249-7 Termination (Fixed-Price Architect-Engineer) Apr 1984 52.253-1 Computer Generated Forms Jan 1991 1252.223-71 Accident and Fire Reporting Apr 2005 1252.242-72 Dissemination of Contract Information Oct 1994 1252.242-73 Contracting Officers Technical Representative Oct 1994

(End of Referenced Clauses)

52.216-18 Ordering (Aug 2020)

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

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

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

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

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

(3) If sent electronically, the Government either—

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

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

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

(End of clause)

52.216-19 Order Limitations (Oct 1995)

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

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

(1) Any order for a single item in excess of TBD;

(2) Any order for a combination of items in excess of $TBD; or

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

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

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

(End of Clause)

52.216-22 Indefinite Quantity (Oct 1995)

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

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

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

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

(End of Clause)

52.217-8 -- Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract.

These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within __ Days.

(End of Clause)

52.217-9 -- Option to Extend the Term of the Contract. (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within __ calendar days prior to the expiration date of the current contract period, provided, that the Government gives the Contractor a preliminary written notice of its intent to extend at least __ calendar days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 Years and 6 months from date of award.

(End of Clause)

Section J - List of Documents, Exhibits, and other Attachments

Section J - List of Documents, Exhibits, and other Attachments