M2M_B19_1F_CMGC_Attch_1_TandCs_v1.docx

Terms and Conditions – Construction Manager as General Contractor (CMGC) services for renovation of building 19 first floor at Moffett Field, CA Definitions “Contract clause” or “clause” means a term or condition used in contracts or in both solicitations and contracts, and applying after contract award or both before and after award.

“Solicitation provision” or “provision” means a term or condition used only in solicitations and applying only before contract award. Throughout this document, provisions are marked with an asterisk (*).

*52.252-1 -- Solicitation Provisions Incorporated by Reference (Feb 1998) This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at https://www.acquisition.gov/far/.

The following provisions are incorporated by reference, with fill-ins noted as appropriate:

*52.204-7 – System for Award Management (Oct 2018) *52.204-8 – Annual Representations and Certifications (May 2022) NAICS is 236220, size standard is $39.5M. This acquisition is unrestricted.

Provisions 52.204-17, Ownership or Control of Offeror and 52.204-20, Predecessor of Offeror are “checked” within 52.204-8(c)(2).

*52.204-16 – Commercial and Government Entity Code Reporting (Aug 2020) *52.215-1 – Instructions to Offerors – Competitive Acquisition (Nov 2021) *52.216-1 – Type of Contract (Apr 1984)

With regard to the fill-in for the provision at 52.216-1, insert “firm-fixed price.”

*52.217-5 – Evaluation of Options (July 1990) *52.222-5 – Construction Wage Rate Requirements – Secondary Site of the Work (May 2014) *52.222-23 – Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity for Construction (Feb 1999) With regard to the fill-in for provision 52.222-23, for Santa Clara County, CA the minority participation goal is 19.6% and the nationwide female participation goal is 6.9%.

*52.225-12 – Notice of Buy American Act Requirement – Construction Materials Under Trade Agreements (May 2014)

*52.233-2 – Service of Protest (Sep 2006) With regarding to the fill-in at paragraph (a), agency-level protests and copies of GAO protests may be served on the Contracting Officer by email to jcaravelli@usgs.gov. Receipt confirmation will be provided.

*52.236-27 – Site Visit (Construction) (Feb 1995) With regard to the fill-in at paragraph (b), offerors may contact the Contracting Officer by email at jcaravelli@usgs.gov. Site visits will only be offered during phase 2 of the solicitation.

(End of Provision) *Solicitation Provisions Included by Full Text *52.204-24 – Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021) The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract , subcontract , or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services —Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Products or Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services , or any equipment , system, or service that uses covered telecommunications equipment or services " in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions . As used in this provision— Backhaul , covered telecommunications equipment or services , critical technology , interconnection arrangements , reasonable inquiry , roaming , and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment .

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment , system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul , roaming , or interconnection arrangements ; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment , system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services , regardless of whether that use is in performance of work under a Federal contract . Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul , roaming , or interconnection arrangements ; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) ( https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services ".

(d) Representation. The Offeror represents that—

(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract , subcontract or other contractual instrument resulting from this solicitation . The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry , for purposes of this representation, the Offeror represents that— It □ does, □ does not use covered telecommunications equipment or services , or use any equipment , system, or service that uses covered telecommunications equipment or services . The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section.

(e) Disclosures.

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer :

(i) For covered equipment —

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier , CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer :

(i) For covered equipment —

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier , CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(End of provision) *52.209-7 – Information Regarding Responsibility Matters (Oct 2018)

(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, which can be accessed via https://www.sam.gov (see 52.204-7).

(End of provision)

*52.209-13 – Violation of Arms Control Treaties or Agreements – Certification (Nov 2021)

(a) This provision does not apply to acquisitions at or below the simplified acquisition threshold or to acquisitions of commercial products and commercial services as defined in Federal Acquisition Regulation 2.101.

(b) Certification. [Offeror shall check either (1) or (2).] __ (1) The Offeror certifies that–

(i) It does not engage and has not engaged in any activity that contributed to or was a significant factor in the President's or Secretary of State 's determination that a foreign country is in violation of its obligations undertaken in any arms control, nonproliferation, or disarmament agreement to which the United States is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state . The determinations are described in the most recent unclassified annual report provided to Congress pursuant to section 403 of the Arms Control and Disarmament Act ( 22 U.S.C. 2593a). The report is available at https://www.state.gov/bureaus-offices/under-secretary-for-arms-control-and-international-security-affairs/bureau-of-arms-control-verification-and-compliance/; and

(ii) No entity owned or controlled by the Offeror has engaged in any activity that contributed to or was a significant factor in the President's or Secretary of State 's determination that a foreign country is in violation of its obligations undertaken in any arms control, nonproliferation, or disarmament agreement to which the United States is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state . The determinations are described in the most recent unclassified annual report provided to Congress pursuant to section 403 of the Arms Control and Disarmament Act ( 22 U.S.C. 2593a). The report is available at https://www.state.gov/bureaus-offices/under-secretary-for-arms-control-and-international-security-affairs/bureau-of-arms-control-verification-and-compliance/; or __ (2) The Offeror is providing separate information with its offer in accordance with paragraph (d)(2) of this provision.

(c) Procedures for reviewing the annual unclassified report (see paragraph (b)(1) of this provision). For clarity, references to the report in this section refer to the entirety of the annual unclassified report, including any separate reports that are incorporated by reference into the annual unclassified report.

(1) Check the table of contents of the annual unclassified report and the country section headings of the reports incorporated by reference to identify the foreign countries listed there. Determine whether the Offeror or any person owned or controlled by the Offeror may have engaged in any activity related to one or more of such foreign countries.

(2) If there may have been such activity, review all findings in the report associated with those foreign countries to determine whether or not each such foreign country was determined to be in violation of its obligations undertaken in an arms control, nonproliferation, or disarmament agreement to which the United States is a party, or to be not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state . For clarity, in the annual report an explicit certification of non-compliance is equivalent to a determination of violation. However, the following statements in the annual report are not equivalent to a determination of violation:

(i) An inability to certify compliance.

(ii) An inability to conclude compliance.

(iii) A statement about compliance concerns.

(3) If so, determine whether the Offeror or any person owned or controlled by the Offeror has engaged in any activity that contributed to or is a significant factor in the determination in the report that one or more of these foreign countries is in violation of its obligations undertaken in an arms control, nonproliferation, or disarmament agreement to which the United States is a party, or is not adhering to its arms control, nonproliferation, or disarmament commitments in which the United States is a participating state . Review the narrative for any such findings reflecting a determination of violation or non-adherence related to those foreign countries in the report, including the finding itself, and to the extent necessary, the conduct giving rise to the compliance or adherence concerns, the analysis of compliance or adherence concerns, and efforts to resolve compliance or adherence concerns.

(4) The Offeror may submit any questions with regard to this report by email to NDAA1290Cert@state.gov. To the extent feasible, the Department of State will respond to such email inquiries within 3 business days.

(d) Do not submit an offer unless—

(1) A certification is provided in paragraph (b)(1) of this provision and submitted with the offer ; or

(2) In accordance with paragraph (b)(2) of this provision, the Offeror provides with its offer information that the President of the United States has

(i) Waived application under 22 U.S.C. 2593e(d) or (e); or

(ii) Determined under 22 U.S.C. 2593e(g)(2) that the entity has ceased all activities for which measures were imposed under 22 U.S.C. 2593e(b).

(e) Remedies. The certification in paragraph (b)(1) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly submitted a false certification, in addition to other remedies available to the Government, such as suspension or debarment , the Contracting Officer may terminate any contract resulting from the false certification.

(End of provision) *Proposal Submission Instructions, Evaluation of Offerors This solicitation will proceed in two phases. Phase 1 will request only technical qualifications. Later, after 35% design documents are available, phase 2 will invite price proposals and details regarding small business participation. This phasing is being done solely to accommodate the design schedule and allow ample time to evaluate proposals; there will not be a phase 1 down-select. Details follow.

In phase 1, we will evaluate offerors’ qualifications to perform the required scope. Offerors must identify key subcontractors with their proposals and must use those subcontractors throughout the project. All evaluation criteria below are inclusive of subcontractors (i.e., when we speak of experience, we mean experience of the prime and experience of all key subcontractors.)

· The prime contractor must be a currently licensed California class A general engineering contractor or currently licensed class B general building contractor and identified key subcontractors must be currently licensed California class C specialty trade contractors in their respective trades. Additionally, the prime contractor must commit to using class C specialty trade contractors who are licensed at the time they work on the project; this refers to non-key subcontractors who may not be identified during the source selection process. This is a pass/fail criterion.

· Experience, particularly:

· Prime contractor experience with the CMGC project delivery method;

· Experience in adaptive reuse of old or historical buildings for modern office use;

· Experience in remediation of hazardous materials, particularly asbestos and lead;

· Experience in conducting renovations in occupied space (the first floor will be renovated while the second floor is occupied);

· Experience in federal construction projects;

· Experience in the local market;

· Experience at NASA Ames/Moffett Field; and

· Experience of proposed team members working together previously.

· Past Performance

· Offerors are encouraged to submit references; and

· We will be utilizing the Contractor Performance Assessment Reporting System (CPARS) and reserve the right to use any other source of past performance information available.

· Project and Information Management Plan

· This is a narrative description of offerors’ project and information management framework for a project of this scope and size. We are also interested in which, if any, professional construction contracting management software will be utilized (e.g. Procore, Trimble ProjectSight).

· Each of the above factors, except for licensing in the first bullet, which is pass fail, will be rated on an adjectival scale of: outstanding, good, satisfactory, marginal, unsatisfactory.

The factors above are in generally declining order of importance and will be combined into an overall non-price rating on the same adjectival scale. There is no prescribed format for the phase 1 submission; however, failure to include relevant information will result in a lower rating. Limit 40 pages.

In phase 2, we will solicit price proposals from all offerors who have submitted phase 1 proposals. If you do not submit a phase 1 proposal before the indicated due date/time, you may not submit a phase 2 proposal. This is expected to occur when the design has reached the 35% milestone and may occur before we have completed our evaluation of phase 1 proposals. The price proposal will have two components: a firm-fixed price for design-phase services, and a not-to-exceed (NTE) price for the optional construction phase. See SOW section 4.3 and clause USGS1 for more information on the construction phase option NTE, final proposal to construct, shared savings incentive, and organizational conflict of interest protection. Additionally, we will introduce the small business subcontracting factor in phase 2, as follows:

· Small Business Subcontracting

· This is an unrestricted acquisition. The USGS’ small business subcontracting goal is 43.5%. Offerors must identify their size status and the size status of each proposed key subcontractor, along with the estimated percentage of dollars going to each and the estimated percentage of subcontracting dollars going to small businesses overall. This factor will be rated on the same adjectival scale as the phase 1 factors, but because offerors are competing for the same subcontractors in the same labor market, proposed small business subcontracting percentages will be compared across all other offerors, thus adjectival ratings will be relative.

· Note the small business subcontracting plan requirements at 52.219-9. The overall percentage goal will be incorporated into any contract resulting from this solicitation along with a draft subcontracting plan. A final subcontracting plan will be negotiated as part of the final proposal to construction/exercise of option to construct process.

We will award a contract to the offeror judged to represent the best value overall, price and other factors considered, where factors other than price (combined) are significantly more important than price within the available budget.

(End of Provision)

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 https://www.acquisition.gov/far/.

The following clauses are incorporated by reference, with fill-ins noted where appropriate.

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 (Jun 2020) 52.203-7 – Anti-Kickback Procedures (Jun 2020) 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 (Jun 2020) 52.203-13 – Contractor Code of Business Ethics and Conduct (Nov 2021) 52.203-14 – Display of Hotline Poster(s) (Nov 2021) DOI OIG “fraud hotline” website is: OIG Hotline Forms | Office of Inspector General, U.S. Department of the Interior (doioig.gov).

52.203-17 – Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Jun 2020) 52.203-19 – Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) 52.204-10 – Reporting Executive Compensation and First-Tier Subcontract Awards (June 2020) 52.204-13 – System for Award Management Maintenance (Oct 2018) 52.204-14 – Service Contract Reporting Requirements (Oct 2016) 52.204-18 – Commercial and Government Entity Code Maintenance (Aug 2020) 52.204-19 – Incorporation by Reference of Representations and Certifications (Dec 2014) 52.204-25 – Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021) 52.209-6 – Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Nov 2021) 52.209-9 – Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) 52.209-10 – Prohibition on Contracting With Inverted Domestic Corporations (Nov 2015) 52.211-10 – Commencement, Prosecution, and Completion of Work (Apr 1984) Fill-ins TBD upon award. We expect approximately four to six months for design phase services and ten months for demolition/abatement/construction.

52.215-2 – Audit and Records – Negotiation (Jun 2020) 52.219-4 – Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Sep 2021) 52.219-8 – Utilization of Small Business Concerns (Oct 2018) 52.219-9 – Small Business Subcontracting Plan (Nov 2021) 52.219-16 – Liquidated Damages – Subcontracting Plan (Sep 2021) 52.219-28 – Post-Award Small Business Program Rerepresentation (Sep 2021) 52.222-3 -- Convict Labor (Jun 2003) 52.222-4 – Contract Work Hours and Safety Standards – Overtime Compensation (May 2018) 52.222-6 – Construction Wage Rate Requirements (Aug 2018) 52.222-7 -- Withholding of Funds (May 2014) 52.222-8 -- Payrolls and Basic Records (Jul 2021) 52.222-9 -- Apprentices and Trainees (Jul 2005) 52.222-10 -- Compliance with Copeland Act Requirements (Feb 1988) 52.222-11 -- Subcontracts (Labor Standards) (May 2014) 52.222-12 -- Contract Termination – Debarment (May 2014) 52.222-13 -- Compliance with Construction Wage Rate Requirements and Related Regulations (May 2014) 52.222-14 -- Disputes Concerning Labor Standards (Feb 1988) 52.222-15 -- Certification of Eligibility (May 2014) 52.222-21 -- Prohibition of Segregated Facilities (Apr 2015) 52.222-26 -- Equal Opportunity (Sep 2016) 52.222-27 -- Affirmative Action Compliance Requirements for Construction (Apr 2015) 52.222-35 – Equal Opportunity for Veterans (Jun 2020) 52.222-36 -- Affirmative Action for Workers With Disabilities (Jun 2020) 52.222-37 – Employment Reports on Veterans (Jun 2020) 52.222-40 – Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) 52.222-50 -- Combating Trafficking in Persons (Nov 2021) 52.222-54 – Employment Eligibility Verification (May 2022) 52.222-55 – Minimum Wages Under Executive Order 13658 (Jan 2022) 52.222-62 – Paid Sick Leave Under Executive Order 13706 (Jan 2022) 52.223-2 -- Affirmative Procurement of Biobased Products Under Service And Construction Contracts (Sep 2013) 52.223-3 Alt I – Hazardous Material Identification and Material Safety Data (Feb 2021, with Alt I (Jul 1995)) 52.223-5 -- Pollution Prevention and Right-to-Know Information (May 2011) 52.223-6 – Drug-Free Workplace (May 2001) 52.223-12 – Refrigeration Equipment and Air Conditioners (June 2016) 52.223-15 – Energy Efficiency in Energy-Consuming Products (May 2020) 52.223-17 – Affirmative Procurement of EPA-Designated Items in Service and Construction Contracts (Aug 2018) 52.223-18 – Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) 52.225-11 – Buy American – Construction Materials Under Trade Agreements (Nov 2021) With regard to fill-ins for clause 52.225-11, there are no excepted materials.

52.225-13 -- Restrictions on Certain Foreign Purchases (Feb 2021) 52.227-4 – Patent Indemnity – Construction Contracts (Dec 2007) 52.228-2 – Additional Bond Security (Oct 1997) 52.228-5 – Insurance – Work on a Government Installation (Jan 1997) The contractor shall provide and maintain during the entire performance of this contract at least the kinds and minimum amounts of insurance required below:

· Commercial general liability insurance in an amount of at least $1,000,000.00.

· Worker’s compensation insurance in accordance with California law.

· Automobile insurance in accordance with California law (no Government-owned vehicles will be provided for contractor use).

· Builder’s risk policy in the full contract amount.

52.228-12 – Prospective Subcontractor Requests for Bonds (May 2014) 52.228-15 – Performance and Payment Bonds – Construction (Jun 2020) 52.229-3 – Federal, State, and Local Taxes (Feb 2013) 52.232-5 -- Payments Under Fixed-Price Construction Contracts (May 2014) Regarding 52.232-5(b), prior to commencing progress payments during the construction phase, the parties must agree to a schedule of values (SOV) prepared in the CSI MasterFormat, i.e. by Divisions. The SOV will be updated monthly to correspond with requests for progress payments.

52.232-23 -- Assignment of Claims (May 2014) 52.232-27 -- Prompt Payment for Construction Contracts (Jan 2017) 52.232-33 -- Payment by Electronic Funds Transfer—System for Award Management (Oct 2018) 52.232-40 – Providing Accelerated Payments to Small Business Subcontractors (Nov 2021) 52.233-1 – Disputes (May 2014) 52.233-3 -- Protest After Award (Aug 1996) 52.233-4 -- Applicable Law for Breach of Contract Claim (Oct 2004) 52.236-1 – Performance of Work by the Contractor (Apr 1984) With regard to the fill-in: 12%.

52.236-2 -- Differing Site Conditions (Apr 1984) 52.236-3 -- Site Investigation and Conditions Affecting the Work (Apr 1984) 52.236-5 -- Material and Workmanship (Apr 1984) 52.236-6 -- Superintendence by the Contractor (Apr 1984) 52.236-7 -- Permits and Responsibilities (Nov 1991) 52.236-8 -- Other Contracts (Apr 1984) 52.236-9 -- Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements (Apr 1984) 52.236-10 -- Operations and Storage Areas (Apr 1984) 52.236-11 -- Use and Possession Prior to Completion (Apr 1984) 52.236-12 -- Cleaning Up (Apr 1984) 52.236-13 -- Accident Prevention (Nov 1991) 52.236-15 – Schedules for Construction Contracts (Apr 1984) 52.236-21 – Specifications and Drawings for Construction (Feb 1997) 52.236-26 – Preconstruction Conference (Feb 1995) 52.242-14 -- Suspension of Work (Apr 1984) 52.243-5 -- Changes and Changed Conditions (Apr 1984) 52.244-6 – Subcontracts for Commercial Items (Jan 2022) 52.246-12 -- Inspection of Construction (Aug 1996) 52.246-21 -- Warranty of Construction (Mar 1994) 52.248-3 – Value Engineering – Construction (Oct 2020) 52.249-2 – Termination for Convenience of the Government (Fixed –Price) (Alt 1) (Sep 1996) 52.249-10 -- Default (Fixed-Price Construction) (Apr 1984) 52.253-1 -- Computer Generated Forms (Jan 1991) (End of Clause) Contract Clauses Included by Full Text

USGS 1 – Option to Construct, Shared Savings Incentive, and Organizational Conflict of Interest Protection

(a) This contract consists of design phase services at a firm-fixed price and an optional construction phase at a not-to-exceed (ceiling) price. The USGS may require the contractor to perform the optional construction phase at or below the ceiling price. The Contracting Officer may exercise this option by written notice to the Contractor within ninety (90) days of the delivery of the final proposal to construct as described in section 4.3.1 of the SOW.

(b) Shared Savings Incentive. If the final proposal to construct is less than the ceiling price, the USGS may exercise the option at the lesser amount and the USGS and the Contractor will share in any savings 50/50. If the option is exercised, the Contractor’s share of savings will be included in the contract as a separate line item payable upon contract completion.

(c) The construction option cannot be exercised above the ceiling price. If the final proposal to construct exceeds the ceiling price, the option may be exercised at the ceiling price only by mutual agreement of the parties.

(d) Organizational Conflict of Interest Protection. If the final proposal to construct exceeds the ceiling price and the parties cannot mutually agree to exercise the option at the ceiling price, and the USGS subsequently issues a competitive solicitation within two (2) years of the completion of the design-phase services, the Contractor is excluded from submitting a proposal in response to said solicitation and is not eligible for award. Further, the Contractor may not participate at any level (consultant, partner, joint venture, subcontractor, etc.) in any other prospective contractor’s proposal.

(End of Clause)

USGS 2 – Substantial Completion

(a) Definitions, General

(1) “Substantially complete” means that the Contractor has completed work and related contract obligations in accordance with the contract documents, such that the Government may enjoy the intended access, occupancy, possession, and use of the entire work without impairment due to incomplete or deficient work, and without interference from the Contractor’s completion of remaining work or correction of deficiencies in completed work.

(2) “Entire work” means the unit of physical space intended for occupancy in a single phase.

(3) In no event shall the work be deemed “substantially complete” if all fire and life safety systems are not tested and accepted by the authority having jurisdiction.

(4) Unless otherwise specifically noted, or otherwise clear from context, all references in the contract to “acceptance” shall refer to issuance of a written determination of substantial completion by the Contracting Officer.

(b) Notice of Substantial Completion

(1) The Contractor must submit to the Contracting Officer an initial proposed substantial completion date at least ninety (90) days in advance thereof. This will trigger the pre-substantial-completion inspection at SOW 5.6.3.

(2) The contractor must submit to the Contracting Officer a revised proposed substantial completion date, if necessary, at least thirty (30) days in advance thereof. This will trigger the substantial completion inspection at SOW 5.6.4.

(3) If the Contracting Officer takes exception to a proposed substantial completion date, the Contracting Officer will notify the Contractor in writing as to the conditions that preclude determination of substantial completion. The Contractor will be entitled to additional time to address such conditions only if the Contracting Officer provides notice of such conditions more than thirty (30) days after receiving the proposed substantial completion date.

(c) Acceptance of Substantial Completion

(1) The Contracting Officer will conduct inspections and decide whether the project is substantially complete within a reasonable time. The decision will be documented in writing with a specific date.

(d) Contract Completion

(1) The contract is complete once the Contractor has completed all work and related contract obligations, corrected all deficiencies and all punch list items, submitted all closeout documentation, and complied with all conditions for final payment.

(End of Clause)

USGS 3 -- Green Acquisition

The USGS is committed to promoting the natural environment and protecting the health and well-being of people. In the performance of work under this contract, the Contractor shall exert its best efforts to provide services in a manner that will promote the natural environment and protect health and well-being. Green purchasing or environmentally preferable contracting includes the initiatives described below:

Alternative Fuels and Vehicles are described at http://www.afdc.energy.gov/afdc/ Biobased Products are described at http://www.biopreferred.gov/ Energy efficient products are described at http://energystar.gov/products for Energy Star products and at http://www.eere.energy.gov/femp/procurement for FEMP designated products.

Environmentally Preferable Computers are described at http://www.epeat.net Significant New Alternatives Program (SNAP) are described at http://www.epa.gov/snap/overview-snap The Comprehensive Procurement Guidelines promote the use of recovered and recycled products at https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program Water efficient products and services are described at https://www.epa.gov/watersense

(End of Clause)

USGS 4 -- Authorities and Delegations

(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 hereby appoints as Contracting Officer’s Representative (COR):

Norman Lee Project Manager 650-329-4107 nclee@usgs.gov

The COR is responsible for technical monitoring of the contractor’s performance and deliveries. Changes to this appointment must be made in writing by the Contracting Officer.

(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 and his authorized representative(s), such as the COR, acting within the scope and authority of their appointments. 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, if the COR or any other USGS employee has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the individual’s authority, 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 the scope of his authority, shall be at the Contractor's risk.

(End of Clause)

USGS 5 -- Electronic Invoicing and Payment Requirements – Invoice Processing Platform (IPP) 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:

See FAR 52.222-8 and 52.232-5.

· Payrolls corresponding to the period being invoiced. Additionally:

· For progress payments, see 52.232-5(b) and (c)

· For final payment, a release of claims in accordance with 52.232-5(h)(3)

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) USGS 6 -- Incorporation of Wage Determination

Wage determination CA20220018, available here: SAM.gov | Home under Search Domain Wage Determinations, is hereby incorporated and made a part of this contract through the revision current on the effective date of this contract.

(End of Clause)

USGS 7 -- Unilateral Deobligation

The contractor shall submit all invoices under this award no later than ninety (90) calendar days after the period of performance has expired, unless a request for extension has been submitted to, and granted by, the Contracting Officer. After 120 calendar days have passed after the expiration of the period of performance, the Contracting Officer reserves the right to issue a unilateral modification deobligating any unexpended funds, and to initiate closeout procedures.

(End of Clause) USGS 8 -- Contractor Performance Assessment Reporting System

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, 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 Clause)

(END OF DOCUMENT)

Terms and Conditions, M2M building 19 first floor renovation CMGC, Attachment 1 - Page 10 of 11