Sol_F16PS01168.pdf

F16PS01168

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

1 53

C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

H

G

F

E

D

C

B

A

SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

41 U.S.C. 253 (c) ( 10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

11/03/2016 X

F09

FWS, DIVISION OF CONTRACTING AND FA

5275 Leesburg Pike

MS: BMO

Falls Church VA 22041-3803

National Conservation Training Center Attn: Alicia N. Weber 698 Conservation Way Shepherdstown, WV 25443

1600 ET 12/05/2016

Alicia Weber 304 alicia_weber@fws.gov

876-7359

X

X

X

X

X

X

X

X

X

X

X

X

X

PAGE(S)

Alicia Weber

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

2-3

8-10 11-14

15-29

31-38

39-49

50-53

1 hard copy and 1 CD

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 53

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

F16PS01168

(A) (B) (C) (D) (E) (F)

Delivery Location Code: 0008350551

FWS NATL CONSERV TRNG CTR

698 CONSERVATION WAY

SHEPHERDSTOWN WV 25443-4024 US

FOB: Destination

SECTION B - LINE ITEMS

00010 Guest and Food & Beverage Services at NCTC 1 AU

Base Cost:

Award Fee:

Total Cost:

Delivery: 03/31/2018

Period of Performance: 04/01/2017 to 03/31/2018

00020 Option Year 1 - Guest and Food & Beverage 1 AU

Services at NCTC

Base Cost:

Award Fee:

Total Cost:

(Option Line Item)

03/31/2018

Delivery: 03/31/2019

Period of Performance: 04/01/2018 to 03/31/2019

00030 Option Year 2 - Guest and Food & Beverage 1 AU

Services at NCTC

Base Cost:

Award Fee:

Total Cost:

(Option Line Item)

03/31/2019

Delivery: 03/31/2020

Period of Performance: 04/01/2019 to 03/31/2020

00040 Option Year 3 - Guest and Food & Beverage 1 AU

Services at NCTC

Base Cost:

Award Fee:

Total Cost:

(Option Line Item)

03/31/2020

Delivery: 03/31/2021

Period of Performance: 04/01/2020 to 03/31/2021

Continued ...

OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

NSN 7540-01-152-8067

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 53

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

F16PS01168

(A) (B) (C) (D) (E) (F)

00050 Option Year 4 - Guest and Food & Beverage 1 AU

Services at NCTC

Base Cost:

Award Fee:

Total Cost:

(Option Line Item)

03/31/2021

Delivery: 03/31/2022

Period of Performance: 04/01/2021 to 03/31/2022

OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

NSN 7540-01-152-8067

C - Description/Specifications

The Contractor shall provide the necessary personnel, material, equipment, services and supplies (except as otherwise specified), to perform the work as detailed in the Attachment A, entitled “Statement of Work,” included in this solicitation at Section J, List of Documents, Exhibits and other attachments.

D - Packaging and Marking

No additional information.

E - Inspection and Acceptance

Clauses

52.246-3 Inspection of Supplies - Cost-Reimbursement. (MAY 2001)

52.246-5 Inspection of Services - Cost-Reimbursement. (APR 1984)

(End of Section E)

F - Deliveries or Performance

F1. TERM OF CONTRACT

The period of performance of the base contract and option periods are as follows:

Contract Periods Start Date Completion Date

Basic Contract Period 1 April 2017 31 March 2018

First Option Period 1 April 2018 31 March 2019

Second Option Period 1 April 2019 31 March 2020

Third Option Period 1 April 2020 31 March 2021

Fourth Option Period 1 April 2021 31 March 2022

F2. LEGAL HOLIDAYS

The following legal holidays are observed by this Government agency:

New Year's Day January 1 Martin Luther King's Birthday 3rd Monday in January Presidents Day 3rd Monday in February Memorial Day Last Monday in May Independence Day July 4 Labor Day 1st Monday in September Columbus Day 2nd Monday in October Veterans Day November 11 Thanksgiving Day 4th Thursday in November Christmas Day December 25

When a holiday falls on Saturday or Sunday, it is observed on the adjacent Friday or Monday, respectively.

In addition to the holidays listed above, the contractor agrees to the days or closures designated by Federal Statute, Executive Order, or Presidential Proclamation.

F3. REPORTS AND DATA ITEMS

Reports and data items to be provided under this contract shall be delivered in accordance with the schedule and distribution identified in Attachment B – Deliverables.

F4. CLAUSES

52.242-15 Stop-Work Order. (AUG 1989) - Alternate I (APR 1984)

(End of Section F)

G - Contract Administration Data

G1. CONTRACT ADMINISTRATION OFFICE

This contract will be administered by:

Alicia “Nikki” Weber, Contracting Officer U.S. Fish & Wildlife Service National Conservation Training Center 698 Conservation Way Shepherdstown, WV 25443

G2. AWARD FEE

An award fee will be included as part of this contract. The amount of award fee available on the contract is a predetermined percentage of the estimated cost of the work performed under the contract. The amount of award fee earned shall be commensurate with the contractor's overall price, schedule, and technical performance as measured against contract requirements in accordance with the criteria stated in the award-fee plan, included as Attachment C to this contract.

G.3 APPLICABLE SERVICE CONTRACT ACT WAGES

In performance of this contract, the contractor shall comply with the requirements of the U.S. Department of Labor Wage Determination No. 2015-4285, Revision No. 2, dated December 29, 2015, or latest revision. The Wage Determination is hereby incorporated by reference (accessed at www.dol.gov) into the contract. A copy of the latest Wage Determination is also provided as reference as Attachment D to the contract. An updated Wage Determination, if available, will be provided upon exercise of each option year. See also FAR 52.222-41, incorporated by reference in Section I.

G4. FISCAL PROCEDURES MANUAL

(a) The Contractor shall establish and maintain throughout the life of the contract a fiscal procedures manual specific to this contract. The purpose of the manual is to have documented procedures that ensure proper fiscal management of this contract in compliance with applicable contract and FAR requirements.

(b) At a minimum the manual shall include:

Narrative and flowcharts Overall policies and procedures Internal controls and quality assurance Chart of accounts (i.e. cost categories) with definition of each category List of reports and explanation of how prepared and reconciled against/with each other Purchasing/ordering procedures Invoicing procedures Payment procedures Explanation of “systems” used and if multiple systems, how do they relate to each other.

(c) The Contractor shall submit a draft fiscal procedures manual to the Contracting Officer within 90 days after contract award. The Government will review the draft and provide comment within 60 days after submittal. The Contractor shall submit the final version within 30 days after Government review and approval. Any changes to the Fiscal Procures Manual shall be submitted to the Contracting Officer for review and approval before implementation.

http://www.dol.gov/

G.5 BILLING RATES

(a) Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer, subject to adjustment when the final rates are established. These billing rates --

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party’s request, to prevent substantial overpayment or underpayment.

(b) The following billing rates have been established for this contract: (To be completed at time of award and will be based on the cost proposal or final negotiated rates at time of award)

G.6 INVOICES

Electronic Invoicing and Payment Requirements - Invoice Processing Platform (IPP) (April 2013)

Payment requests must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System (IPP).

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Items included in commercial item contracts. The IPP website address is: https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice:

1. Contractor Generated Invoice, to include the contract number, dates that services were provided, total monthly expenses minus total monthly revenues to equal the total amount of the invoice, and signature of preparer.

2. A Detailed Summary of Revenue and Sales Receipt Summary for the month by source, including backup documentation generated by the Contractor’s automated revenue collection system.

3. A Detailed Summary of Expenses by cost code/category and department and Budget Status Report.

Include columns showing annual budget, monthly budget, monthly actual, variance, and remaining year forecast.

4. System generated Accounts Payable Report which shows, at a minimum, vendor name, amount, and date paid.

5. For direct labor, effort must be itemized by billable employee/labor category. Show regular time, overtime, vacation/sick/holiday, taxes, benefits, and any other payroll adjustments. Provide summary of direct labor by department. The summary shall include a written explanation by the appropriate department head of any overtime charges.

6. Copies of invoices/receipts of all purchases showing date and amount paid shall be maintained by the Contractor and be made available for Government review upon request.

7. The Contracting Officer may request additional documentation in support of costs claimed.

The Contractor must use the IPP website to register, access and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in SAM will receive enrollment instructions via email from the Federal Reserve Bank of Boston (FRBB) within 3 - 5 business days of the contract award date. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@bos.frb.org or phone (866) 973-3131.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.

(End of Clause)

G7. CLAUSES

1452.201-70 AUTHORITIES AND DELEGATIONS (SEPT 2011)

(a) The Contracting Officer is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work.

(b) The Contracting Officer will designate a Contracting Officer's Representative (COR) at time of award. The COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR will be appointed in writing, and a copy of the appointment will be furnished to the Contractor. Changes to this delegation will be made by written changes to the existing appointment or by issuance of a new appointment.

(c) The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the Contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government.

(d) The Contractor shall comply with the written or oral direction of the Contracting Officer or authorized representative(s) acting within the scope and authority of the appointment memorandum.

The Contractor need not proceed with direction that it considers to have been issued without proper authority. The Contractor shall notify the Contracting Officer in writing, with as much detail as possible, when the COR has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the COR's appointment, within 3 days of the occurrence. Unless otherwise provided in this contract, the Contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the Contracting Officer's response issued under paragraph (e) of this clause.

(e) The Contracting Officer shall respond in writing within 30 days to any notice made under paragraph (d) of this clause. A failure of the parties to agree upon the nature of a direction, or upon the contract action to be taken with respect thereto, shall be subject to the provisions of the Disputes clause of this contract.

(f) The Contractor shall provide copies of all correspondence to the Contracting Officer and the COR.

(g) Any action(s) taken by the Contractor, in response to any direction given by any person acting on behalf of the Government or any Government official other than the Contracting Officer or the COR acting within his or her appointment, shall be at the Contractor's risk.

(End of clause)

(End of Section G)

H - Special Contract Requirements

H1. KEY PERSONNEL

(a) The following personnel are considered essential to the work being performed hereunder:

General Manager – * Controller/Accountant – * Guest Services Manager – * Manager on Duty – * Food Services Manager – * Chef – *

*[Offeror to fill in names of proposed key personnel, as presented in the technical proposal.]

(b) During the first 90 days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events.

(c) After the initial 90 days, the Contractor must notify the Contracting Officer prior to any changes in key personnel. A key position shall not be vacant for more than 15 calendar days unless otherwise authorized in writing by the Contracting Officer. If at any time, throughout the term of this contract an individual is on extended leave beyond 15 consecutive days, the Contractor shall assign a temporary substitute, and the information required by the paragraphs below is required no later than the 10th consecutive day.

(d) In all cases, the Contractor must provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. Proposed substitutes must possess qualifications comparable to the original key person, as well as satisfying any minimum standards set forth elsewhere in the solicitation/contract. The Contracting Officer will advise the Contractor as to the acceptability of the proposed substitutes within 15 calendar days after receipt of all required information of the decision on substitutions. The list of key personnel may be modified from time to time during the course of the contract, by mutual agreement of the parties.

(e) The Contractor shall provide resumes for each key personnel identified using the following format:

i. Name and address of proposed key personnel;

ii. Relevant Education and Training;

iii. Employment History (Clearly Identify dates and employer);

iv. Experience applicable to proposed position (expressed in number of years). Identify direct relevance to the statement of work;

(f) If the services performed by key personnel do not conform to contract requirements or jeopardize successful performance of the contract, the Government may require the Contractor to remove the individual within five working days.

H2. CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (December 2015)

1. FAR 42.1502 directs all Federal agencies to collect past performance information on contracts. The Department of the Interior (DOI) has implemented the Contractor Performance Assessment Reporting System (CPARS) to comply with this regulation. One or more past performance evaluations will be conducted in order to record your contract performance as required by FAR 42.15.

2. The past performance evaluation process is a totally paperless process using CPARS. CPARS is a web-based system that allows for electronic processing of the performance evaluation report. Once the report is processed, https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_15.html https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_15.html it is available in the Past Performance Information Retrieval System (PPIRS) for Government use in evaluating past performance as part of a source selection action.

3. We request that you furnish the Contracting Officer (CO) with the name, position title, phone number, and email address for each person designated to have access to your firm's past performance evaluation(s) for the contract no later than 30 days after award. Each person granted access will have the ability to provide comments in the Contractor portion of the report and state whether or not the Contractor agrees with the evaluation, before returning the report to the Assessing Official (AO). Information in the report must be protected as source selection sensitive information not releasable to the public.

4. When your Contractor Representative(s) are registered in CPARS, they will receive an automatically generated email with detailed login instructions. Further details, systems requirements, and training information for CPARS is available at https://www.cpars.gov/.

5. Within 60 days after the end of a performance period, the AO will complete an interim or final past performance evaluation, and the report will be accessible at https://www.cpars.gov/.

a. Contractor Representatives may then provide comments in response to the evaluation, or return the evaluation without comment.

b. Your comments should focus on objective facts in the AO's narrative and should provide your views on the causes and ramifications of the assessed performance.

c. All information provided should be reviewed for accuracy prior to submission.

d. If you elect not to provide comments, please acknowledge receipt of the evaluation by indicating "No comment" in the space provided, and then selecting “Accept the Ratings and Close the Evaluation”.

e. Your response is due within 60 calendar days after receipt of the CPAR. On day 15, the evaluation will become available in PPIRS-RC marked as “Pending” with or without comments and whether or not it has been closed.

f. If you do not sign and submit the CPAR within 60 days, it will automatically be returned to the Government and will be annotated: "The report was delivered/received by the contractor on (date). The contractor neither signed nor offered comment in response to this assessment."

6. The following guidelines apply concerning your use of the past performance evaluation:

a. Protect the evaluation as source selection information. After review, transmit the evaluation by completing and submitting the form through CPARS. If for some reason you are unable to view and/or submit the form through CPARS, contact the CO for instructions.

b. Strictly control access to the evaluation within your organization. Ensure the evaluation is never released to persons or entities outside of your control.

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

7. If you wish to discuss a past performance evaluation, you should request a meeting in writing to the CO no later than seven days following your receipt of the evaluation. The meeting will be held in person or via telephone or other means during your 60-day review period.

8. A copy of the completed past performance evaluation will be available in CPARS for your viewing and for Government use supporting source selection actions after it has been finalized.

(End of notice) https://www.cpars.gov/ https://www.cpars.csd.disa.mil/ https://www.cpars.gov/

H.3 SUBCONTRACTING PLAN

A subcontracting plan is required in accordance with FAR 52.219-8 “Utilization of Small Business Concerns,” 52.219-9 Alt II “Small Business Subcontracting Plan,” and 52.219-16 “Liquidated Damages –Subcontracting Plan.”

The contractor shall complete Attachment E – Subcontracting Plan in its entirety.

H.4 LIST OF SUBCONTRACTORS

(a) The Contractor shall obtain approval from the Contracting Officer prior to subcontracting, in accordance with FAR 52.244-2, Subcontracts, and the threshold stated therein.

(b) For purposes of monitoring compliance with FAR 52.244-2, Subcontracts, the Contractor shall furnish a final list of all subcontractors to the Contracting Officer within 10 calendar days after contract award, and 10 calendar days after exercise of each option. The list shall contain the name of the subcontractor, general description of the services to be performed or supplies to be provided, and the total annual amount of the subcontract. The Contractor shall keep the list up to date to be available to the Contracting Officer at any time upon request.

H.5 CONTRACTOR’S REPRESENTATIVE

(a) Upon contract award, the contractor shall furnish to the Contracting Officer the name of the person the contractor has designated and assigned as the contactor’s agent or representative. The contractor’s representative shall exercise overall management responsibility for the contract effort, receive technical direction and handle problems arising under the contract, such as dismissals, disciplinary matter, etc. The contractor’s representative is further responsible for coordinating matters of mutual concern with the Government representatives. In the event questions of responsibility arise, they shall be resolved by the Contracting Officer or Contracting Officer’s Representative.

(b) When the contractor’s representative is temporarily unavailable to manage the contract effort for a period longer than 72 hours, including absences due to vacation or illness, the contractor will provide to the COR a written designation of an alternate representative, itemizing any limitations in the alternate’s authority.

H.6 SUPERVISION OF CONTRACTOR’S EMPLOYEES

(a) Personnel assigned to render services under this contract shall at all times be employees of the Contractor (or a subcontractor) and under the direction and control of the contractor. Notwithstanding any other provisions of this contract, the Contractor shall at all times be responsible for the supervision of its employees in the performance of the services required hereunder.

(b) If the Contractor finds clarification necessary with respect to the scope of services to be performed or the manner in which the services are to be performed hereunder, the Contractor shall request in writing such clarification from the Contracting Officer.

(c) Contractor personnel shall not at any time during the contract period be employees of the U.S. Government.

H.7 STORAGE SPACE FOR CONTRACTOR’S USE

(a) Space will be assigned, at no expense to the contract, for the storage of bulk supplies, replacement parts, and the equipment which will be used in the performance of work under this contract. The contractor will be responsible for maintaining adequate stock levels and for keeping the storage area in neat and clean condition.

(b) The Government will not be responsible in any way for the contractor’s stored supplies or equipment.

H.8 UTILITIES PROVIDED

For the purpose of this contract utilities, such as water, electricity, etc., will be furnished by the Government at no cost to the contractor. The contractor will be required to participate in all FWS utility conservation programs. Long distance telephone service will not be provided, except as required for the direct performance of this contract.

H.9 CLAUSES

1452.203-70 Restriction on Endorsements (JUL 1996)

The Contractor shall not refer to contracts awarded by the Department of the Interior in commercial advertising, as defined in FAR 31.205-1, in a manner which states or implies that the product or service provided is approved or endorsed by the Government, or is considered by the Government to be superior to other products or services. This restriction is intended to avoid the appearance of preference by the Government toward any product or service. The Contractor may request the Contracting Officer to make a determination as to the propriety of promotional material.

(End of clause)

1452.204-70 Release of Claims (JUL 1996)

After completion of work and prior to final payment, the Contractor shall furnish the Contracting Officer with a release of claims against the United States relating to this contract. The Release of Claims form (DI-137) shall be used for this purpose. The form provides for exception of specified claims from operation of the release. The Release of Claims form is provided as Attachment F.

(End of clause)

1452.215-70 Examination of Records by the Department of the Interior (APR 1984)

For purposes of the Examination of Records by the Comptroller General clause of this contract (FAR 52.215-1), the Secretary of the Interior, the Inspector General, and their duly authorized representative(s) from the Department of the Interior shall have the same access and examination rights as the Comptroller General of the United States.

(End of clause)

1452.228-70 Liability Insurance (JUL 1996)

(a) The Contractor shall procure and maintain during the term of this contract and any extension thereof liability insurance in form satisfactory to the Contracting Officer by an insurance company which is acceptable to the Contracting Officer. The named insured parties under the policy shall be the Contractor and the United States of America. The amounts of the insurance shall be not less than as follows:

1. Comprehensive general liability: $500,000 per occurrence;

2. Automobile liability: $200,000 per person, $500,000 per occurrence for bodily injury, $20,000 per occurrence for property damage;

3. Workmen's compensation as required by Federal and State workers' compensation and occupational disease statutes;

4. Employer's liability coverage of $100,000, except in States where workers compensation may not be written by private carriers;

5. Others as required by State.

(b) Each policy shall have a certificate evidencing the insurance coverage, and shall be provided to the Contracting Officer within 10 days of policy issuance or renewal. The insurance company shall provide an endorsement to notify the Contracting Officer 30 days prior to the effective date of cancellation or termination of the policy or certificate;

or modification of the policy or certificate which may adversely affect the interest of the Government in such insurance. The certificate shall identify the contract number, the name and address of the Contracting Officer, as well as the insured, the policy number and a brief description of contract services to be performed. The contractor shall furnish the Contracting Officer with a copy of an acceptable insurance certificate prior to beginning the work.

(End of Section H)

I - Contract Clauses

52.202-1 Definitions. (NOV 2013)

52.203-3 Gratuities. (APR 1984)

52.203-5 Covenant Against Contingent Fees. (MAY 2014)

52.203-6 Restrictions on Subcontractor Sales to the Government. (SEP 2006)

52.203-7 Anti-Kickback Procedures. (MAY 2014)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. (MAY 2014)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. (MAY 2014)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (OCT 2010)

52.203-13 Contractor Code of Business Ethics and Conduct. (OCT 2015)

52.203-14 Display of Hotline Poster(s). (OCT 2015)

(a) Definition.

United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b) Display of fraud hotline poster(s). Except as provided in paragraph (c)-

(1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites-

(i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and

(ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

(2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

(3) Any required posters may be obtained as follows:

Poster(s) Obtain from

Downloadable hotline posters as well as instructions for obtaining a hard copy poster are available at https://www.doioig.gov/sites/doioig.gov/files/OIGFraudHotlinePoster_01242014jpg.jpg.

(c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $3.0 million, except when the subcontract-

(1) Is for the acquisition of a commercial item; or

(2) Is performed entirely outside the United States.

https://www.doioig.gov/sites/doioig.gov/files/OIGFraudHotlinePoster_01242014jpg.jpg

52.203-16 Preventing Personal Conflicts of Interest. (DEC 2011)

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (APR 2014)

52.203-99 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements

(DEVIATION 2015-02)

Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements (FEB 2015)

(a) The contractor shall not require employees or subcontractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such fraud, waste, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The contractor shall notify employees that the prohibition and restrictions of any internal confidentiality agreements covered by this clause are no longer in effect.

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

(d)(1) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), use of funds appropriated (or otherwise made available) under that or any other Act may be prohibited, if the Government determines that the contractor is not in compliance with the provisions of this clause.

(2) The Government may seek any available remedies in the event the contractor fails to comply with the provisions of this clause.

(End of clause)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011)

52.204-9 Personal Identity Verification of Contractor Personnel. (JAN 2011)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. (OCT 2015)

52.204-13 System for Award Management Maintenance. (JUL 2013)

52.204-14 Service Contract Reporting Requirements. (JAN 2014)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems. (JUN 2016)

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015)

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters. (JUL 2013)

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (NOV 2015)

52.210-1 Market Research. (APR 2011)

52.215-2 Audit and Records - Negotiation. (OCT 2010)

52.215-8 Order of Precedence - Uniform Contract Format. (OCT 1997)

52.215-11 Price Reduction for Defective Certified Cost or Pricing Data - Modifications. (AUG 2011)

52.215-13 Subcontractor Certified Cost or Pricing Data - Modifications. (OCT 2010)

52.215-17 Waiver of Facilities Capital Cost of Money. (OCT 1997)

52.215-23 Limitations on Pass-Through Charges. (OCT 2009)

52.216-7 Allowable Cost and Payment. (JUN 2013)

(a) Invoicing. (1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act.

Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.

In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b)(2) of the clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term costs includes only-

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for-

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made-

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government;

(B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless-

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) below, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph

(d) below.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates. (1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(iii) An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:

(A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers; subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contact information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(iv) The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:

(A) Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.

(B) General organizational information and limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p). Additional salary reference information is available at http://www.whitehouse.gov/omb/procurement_index_exec_comp/.

(C) Identification of prime contracts under which the contractor performs as a subcontractor.

(D) Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year's submission).

(E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changed from the previous year's submission).

(F) Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc.).

(G) Management letter from outside CPAs concerning any internal control weaknesses.

(H) Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph (G) of this section.

(I) List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.

(J) Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission is made.

(K) Federal and State income tax returns.

(L) Securities and Exchange Commission 10-K annual report.

(M) Minutes from board of directors meetings.

(N) Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.

(O) Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: Contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and billing limitations.

(v) The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed, as required in paragraph (d)(2)(iii)(I) of this section, within 60 days after settlement of final indirect cost rates.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates,

(ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. The completion invoice or voucher shall include settled subcontract amounts and rates. The prime contractor is responsible for settling subcontractor amounts and rates included in the completion invoice or voucher and providing status of subcontractor audits to the contracting officer upon request.

(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may-

(A) Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates-

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be-

(1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs or

(2) Adjusted for prior overpayments or underpayments.

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver-

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) A release discharging the Government, its officers, agents, and employees from all liabilities,…