W9126G22C0005_Awarded_ Shimmick_signed.pdf

W45XMA21248269-0001

Specif ications and Draw ings attached

Project Title: Lew isville Dam Safety Modification - Spillw ay, Lew isville Texas, Denton County

NAICS: 237990, Other Heavy and Civil Engineering

Set-aside: Unrestricted

Contract Type: Firm Fixed Price Construction Contract

Magnitude of Construction: Betw een $25 Million and $100 Million

The contractor shall not begin on-site w ork until the bond documents and insurance certif icates have been accepted by the Contracting Officer and a Notice to Proceed, signed by the Contracting Off icer, has been received and signed by the contractor.

CLYDE GARDNER 817.886.0000

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

10. THE GOVERNMENT REQUIRES PERFORMANCE OF THE WORK DESCRIBED IN THESE DOCUMENTS

NEGOTIATED

24-May-2022

(RFP)

(IFB)

X

CALL:

B. TELEPHONE NO. (Include area code) (NO COLLECT CALLS)

See Item 7

2. TYPE OF SOLICITATION

SEALED BID

3. DATE ISSUED

9. FOR INFORMATION A. NAME

SOLICITATION

NSN 7540-01-155-3212 1442-101 STANDARD FORM 1442 (REV. 4-85)

Prescribed by GSA

FAR (48 CFR) 53.236-1(e)

11. The Contractor shall begin performance w ithin _______10 calendar days and complete it w ithin ________1258 calendar days after receiving aw ard, X notice to proceed. This performance period is X mandatory, negotiable. (See _________________________01 00 00.00 44

12 A. THE CONTRACTOR MUST FURNISH ANY REQUIRED PERFORMANCE AND PAYMENT BONDS?

(If "YES," indicate within how many calendar days after award in Item 12B.)

X YES NO

13. ADDITIONAL SOLICITATION REQUIREMENTS:

A. Sealed offers in original and __________1 copies to perform the w ork required are due at the place specif ied in Item 8 by ___________ local time ______________03 Nov 2021 (date). If this is a sealed bid solicitation, offers must be publicly opened at that time.

shall be marked to show the offeror's name and address, the solicitation number, and the date and time of fers are due.

B. An offer guarantee X is, is not required.

C. All offers are subject to the (1) w ork requirements, and (2) other provisions and clauses incorporated in the solicitation in full text or by reference.

D. Offers providing less than _______120 calendar days for Government acceptance after the date offers are due w ill not be considered and w ill be rejected.

SOLICITATION, OFFER,

AND AWARD

(Construction, Alteration, or Repair)

1. SOLICITATION NO.

IMPORTANT - The "offer" section on the reverse must be fully completed by offeror.

4. CONTRACT NO.

W9126G22C0005

7. ISSUED BY CODE

US ARMY CORPS OF ENGINEERS FORT WORTH

819 TAYLOR ST, CT OFC RM 2A17

FORT WORTH TX 76102-0300

W9126G

PAGE OF PAGES

1 OF

CODE

(Title, identifying no., date):

12B. CALENDAR DAYS

12:00 PM (hour)

Sealed envelopes containing offers

5. REQUISITION/PURCHASE REQUEST NO. 6. PROJECT NO.

8. ADDRESS OFFER TO (If Other Than Item 7)

(817) 886-6403FAX:TEL: TEL: FAX:

W9126G21R00040012 52

See Item 7

20B. SIGNATURE

(REV. 4-85)STANDARD FORM 1442 BACK

TO SIGN

NSN 7540-01-155-3212

SOLICITATION, OFFER, AND AWARD (Continued) (Construction, Alteration, or Repair)

CODE

3LYB5

FACILITY CODE

17. The offeror agrees to perform the w ork required at the prices specif ied below in strict accordance w ith the terms of this solicitation, if this offer is accepted by the Government in w riting w ithin ________ calendar days after the date offers are due.

the minimum requirements stated in Item 13D. Failure to insert any number means the offeror accepts the minimum in Item 13D.)

AMOUNTS SEE SCHEDULE OF PRICES

18. The offeror agrees to furnish any required performance and payment bonds.

19. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the solicitation -- give number and date of each)

AMENDMENT NO.

DATE

20A. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OFFER (Type or print)

AWARD (To be completed by Government)

21. ITEMS ACCEPTED:

SEE SCHEDULE

22. AMOUNT 23. ACCOUNTING AND APPROPRIATION DATA

$76,089,805.00 See Schedule

24. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

(4 copies unless otherwise specified)

CODE

(Insert any number equal to or greater than

20C. OFFER DATE

25. OTHER THAN FULL AND OPEN COMPETITION PURSUANT TO

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

CODE 96414527. PAYMENT WILL BE MADE BY:26. ADMINISTERED BY

USACE FINANCE CENTER MILLINGTON

ATTN: CEFC-AO-P

5722 INTEGRITY DRIVE

MILLINGTON TN 38054-5005

(Include ZIP Code)14. NAME AND ADDRESS OF OFFEROR

SHIMMICK CONSTRUCTION COMPANY, INC.

MARK RAWLINSON

530 TECHNOLOGY DR STE 300

IRVINE CA 92618-1350

15. TELEPHONE NO. (Include area code) 303-694-2770

See Item 14

(Include only if different than Item 14)16. REMITTANCE ADDRESS

30B. SIGNATURE

29. AWARD (Contractor is not required to sign this document.)

document and return _______ copies to issuing office.)1 Contractor agrees Your of f er on this solicitation, is hereby accepted as to the items listed. This award con-to f urnish and deliv er all items or perf orm all work, requisitions identif ied summates the contract, which consists of (a) the Gov ernment solicitation and on this f orm and any continuation sheets f or the consideration stated in this y our of f er, and (b) this contract award. No f urther contractual document is contract. The rights and obligations of the parties to this contract shall be necessary .

gov erned by (a) this contract award, (b) the solicitation, and (c) the clauses, representations, certif ications, and specif ications or incorporated by ref er-ence in or attached to this contract. REF: Revised Proposal Dated 3/28/22

30A. NAME AND TITLE OF CONTRACTOR OR PERSON AUTHORIZED 31A. NAME OF CONTRACTING OFFICER (Type or print)

30C. DATE

(Type or print) CARL S OELSCHIG / Contract Specialist

TEL: 817-886-1060 EMAIL: carl.s.oelschig@usace.army.mil

31B. UNITED STATES OF AMERICA 31C. AWARD DATE

BY 24-May-2022

CONTRACTING OFFICER WILL COMPLETE ITEM 28 OR 29 AS APPLICABLE

(Contractor is required to sign this28. NEGOTIATED AGREEMENTX

(M ust be fully completed by offeror)OFFER

Mark Rawlinson, Sr. Vice President

25-May-2022

Patty Olson Stamp

W9126G22C0005

Section 00 01 10 - Table of Contents

CONTRACTING OFFICER STATEMENT

Only a warranted Contracting Officer (either PCO or ACO) acting within their delegated limits has the authority to issue modifications or otherwise change the terms and conditions of this contract. If an individual other than the Contracting Officer attempts to make changes to the terms and conditions of this contract you shall not proceed with the change and shall immediately notify the Contracting Officer.

Section 00 11 00 - Standard Form (SF) 1442 and CLIN Schedule

ADDITIONAL CLIN INFORMATION

*This award incorproates the revised proposal from Schmmick, received on 28- March-2022*

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Job $18,845,300.00 $18,845,300.00

WEIR ANCHORS

FFP

CLINS 0001AA - 0001AG

FOB: Destination

MILSTRIP: W45XMA21248269-0001

PSC CD: Z2KA

NET AMT $18,845,300.00

000101 $0.00 Funding Only For CLIN 0001

FFP

PURCHASE REQUEST NUMBER: W45XMA21248269-0001

NET AMT $0.00

ACRN AA

CIN: W45XMA212482690001

$8,720,300.00

000102 $0.00 Funding Only For CLIN 0001

FFP

NET AMT $0.00

CIN: W45XMA212482690007

$10,125,000.00

0002 1 Job $25,554,725.00 $25,554,725.00

APRON OVERLAY

FFP

CLINS 0002AA-0002AJ

FOB: Destination

MILSTRIP: W45XMA21248269-0001

NET AMT $25,554,725.00

CIN: W45XMA212482690002

$25,554,725.00

0003 1 Job $813,600.00 $813,600.00

TRAINING WALLS

FFP

CLINS 0003AA-0003AE

FOB: Destination

MILSTRIP: W45XMA21248269-0001

NET AMT $813,600.00

CIN: W45XMA212482690003

$813,600.00

0004 1 Job $1,397,320.00 $1,397,320.00

GEOMEMBRANE AND TEMPORARY CO

FFP

CLINS 0004AA-0004AE

FOB: Destination

MILSTRIP: W45XMA21248269-0001

NET AMT $1,397,320.00

CIN: W45XMA212482690004

$1,397,320.00

0005 1 Job $8,346,435.00 $8,346,435.00

SITE WORK

FFP

CLINS 0005AA-0005AF

FOB: Destination

MILSTRIP: W45XMA21248269-0001

NET AMT $8,346,435.00

CIN: W45XMA212482690005

$8,346,435.00

0006 1 Job $21,132,425.00 $21,132,425.00

TURNDOWN WALL SYSTEM

FFP

CLINS 0006AA-0006AF

FOB: Destination

MILSTRIP: W45XMA21248269-0001

NET AMT $21,132,425.00

CIN: W45XMA212482690006

$21,132,425.00

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 000101 N/A N/A N/A N/A

000102 N/A N/A N/A N/A 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government 0006 Destination Government Destination Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 24-MAY-2022 TO

02-NOV-2025

N/A US ARMY CORPS OF ENGINEERS FORT

WORTH

SHARI BRANDT

819 TAYLOR ST, CT OFC RM 2A17

FORT WORTH TX 76102-0300

520-584-1673 FOB: Destination

W9126G

000101 N/A N/A N/A N/A

000102 N/A N/A N/A N/A

0002 POP 24-MAY-2022 TO

02-MAY-2025

N/A US ARMY CORPS OF ENGINEERS FORT

WORTH

SHARI BRANDT

819 TAYLOR ST, CT OFC RM 2A17

FORT WORTH TX 76102-0300

520-584-1673

0003 POP 24-MAY-2022 TO

02-NOV-2025

N/A (SAME AS PREVIOUS LOCATION)

0004 POP 24-MAY-2022 TO

N/A (SAME AS PREVIOUS LOCATION)

0005 POP 24-MAY-2022 TO

N/A (SAME AS PREVIOUS LOCATION)

0006 POP 24-MAY-2022 TO

N/A (SAME AS PREVIOUS LOCATION)

ACCOUNTING AND APPROPRIATION DATA

AA: 96X31220000 082455 320028H775009740 NA 96412

AMOUNT: $76,089,805.00

ACRN CLIN/SLIN CIN AMOUNT

AA 000101 W45XMA212482690001 $8,720,300.00

000102 W45XMA212482690007 $10,125,000.00

0002 W45XMA212482690002 $25,554,725.00

0003 W45XMA212482690003 $813,600.00

0004 W45XMA212482690004 $1,397,320.00

0005 W45XMA212482690005 $8,346,435.00

0006 W45XMA212482690006 $21,132,425.00

BIDDING SCHEDULE

Section 00 21 00 - Instructions, Conditions and Notices to Offerors

CLAUSES INCORPORATED BY REFERENCE

252.236-7008 Contract Prices-Bidding Schedules DEC 1991

CLAUSES INCORPORATED BY FULL TEXT

52.228-1 BID GUARANTEE (SEP 1996)

(a) Failure to furnish a bid guarantee in the proper form and amount, by the time set for opening of bids, may be cause for rejection of the bid.

(b) The bidder shall furnish a bid guarantee in the form of a firm commitment, e.g., bid bond supported by good and sufficient surety or sureties acceptable to the Government, postal money order, certified check, cashier's check, irrevocable letter of credit, or, under Treasury Department regulations, certain bonds or notes of the United States.

The Contracting Officer will return bid guarantees, other than bid bonds, (1) to unsuccessful bidders as soon as practicable after the opening of bids, and (2) to the successful bidder upon execution of contractual documents and bonds (including any necessary coinsurance or reinsurance agreements), as required by the bid as accepted.-

(c) The amount of the bid guarantee shall be 20 percent of the bid price or $3 Million, whichever is less.-

(d) If the successful bidder, upon acceptance of its bid by the Government within the period specified for acceptance, fails to execute all contractual documents or furnish executed bond(s) within 10 days after receipt of the forms by the bidder, the Contracting Officer may terminate the contract for default.-

(e) In the event the contract is terminated for default, the bidder is liable for any cost of acquiring the work that exceeds the amount of its bid, and the bid guarantee is available to offset the difference.

(End of provision)

Section 00 72 00 - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

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

52.203-14 Display of Hotline Poster(s) DEC 2021 52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

APR 2014

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

JAN 2017

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

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

OCT 2018

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 JUL 2016 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

DEC 2021

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

DEC 2021

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment

DEC 2021

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

OCT 2018

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.210-1 Market Research DEC 2021 52.211-18 Variation in Estimated Quantity APR 1984 52.215-2 Audit and Records--Negotiation OCT 2010 52.215-21 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data -- Modifications

OCT 2010

52.219-4 (Dev) Notice of Price Evaluation Preference for HUBZone Small Business Concerns (DEVIATION 2020-O0008)

MAR 2020

52.219-8 Utilization of Small Business Concerns OCT 2018 52.219-9 Alt II Small Business Subcontracting Plan (AUG 2018) Alternate II NOV 2016 52.219-14 Limitations On Subcontracting SEP 2021 52.219-16 Liquidated Damages-Subcontracting Plan 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 AUG 2018 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 OCT 2015 52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014 52.222-37 Employment Reports on Veterans FEB 2016 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons JAN 2019 52.222-54 Employment Eligibility Verification OCT 2015 52.222-55 Minimum Wages Under Executive Order 13658 DEC 2015 52.222-62 Paid Sick Leave Under Executive Order 13706 JAN 2017 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts

SEP 2013

52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001 52.223-9 Estimate of Percentage of Recovered Material Content for

EPA-Designated Items

MAY 2008

52.223-15 Energy Efficiency in Energy-Consuming Products DEC 2007 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

DEC 2021

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Authorization and Consent DEC 2007 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

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 52.228-11 Pledges Of Assets AUG 2018 52.228-12 Prospective Subcontractor Requests for Bonds MAY 2014 52.228-15 (Dev) Performance and Payment Bonds-Construction. (Deviation

2020-O0016)

JUN 2020

52.229-3 Federal, State And Local Taxes FEB 2013 52.232-5 Payments under Fixed-Price Construction Contracts MAY 2014 52.232-16 (Dev) Progress Payments (DEVIATION 2020-O0010) JUN 2020 52.232-17 Interest MAY 2014 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

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

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 52.236-2 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 52.236-17 Layout of Work APR 1984 52.236-21 Specifications and Drawings for Construction FEB 1997 52.236-26 Preconstruction Conference FEB 1995 52.242-5 Payments to Small Business Subcontractors JAN 2017 52.242-13 Bankruptcy JUL 1995 52.242-14 Suspension of Work APR 1984 52.243-4 Changes JUN 2007 52.244-6 Subcontracts for Commercial Items AUG 2019 52.246-12 Inspection of Construction AUG 1996 52.246-21 Warranty of Construction MAR 1994 52.248-3 Value Engineering-Construction OCT 2015 52.249-1 Alt I Termination for Convenience of the Government (Fixed-price) (Short Form) (Apr 1984) - Alternate I

APR 1984

52.249-2 Alt I Termination for Convenience of the Government (Fixed- Price) (Apr 2012) - Alternate I

SEP 1996

52.249-10 Default (Fixed-Price Construction) APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.203-7003 Agency Office of the Inspector General AUG 2019 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.219-7003 Alt I Small Business Subcontracting Plan (DoD Contracts)(MAY 2019) Alternate I

MAY 2019

252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010 252.223-7008 Prohibition of Hexavalent Chromium JUN 2013

252.225-7012 Preference For Certain Domestic Commodities DEC 2017 252.225-7048 Export-Controlled Items JUN 2013 252.226-7001 Utilization of Indian Organizations and Indian-Owned

Economic Enterprises, and Native Hawaiian Small Business Concerns

APR 2019

252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7010 Levies on Contract Payments DEC 2006 252.232-7017 Accelerating Payments to Small Business Subcontractors--

Prohibition on Fees and Consideration

APR 2020

252.236-7000 Modification Proposals-Price Breakdown DEC 1991 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.244-7000 Subcontracts for Commercial Items JUN 2013 252.247-7023 Transportation of Supplies by Sea FEB 2019

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021)

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

Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

Full cooperation—

(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require-

(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(3) Does not restrict a Contractor from--

(i) Conducting an internal investigation; or

(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

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).

Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

United States means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall--

(i) Have a written code of business ethics and conduct;

(ii) Make a copy of the code available to each employee engaged in performance of the contract.

(2) The Contractor shall--

(i) Exercise due diligence to prevent and detect criminal conduct; and

(ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(3)(i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed--

(A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

(B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked “confidential” or “proprietary” by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction.

(iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial product or commercial service as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(1) An ongoing business ethics awareness and compliance program.

(i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor's standards and procedures and other aspects of the Contractor's business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual's respective roles and responsibilities.

(ii) The training conducted under this program shall be provided to the Contractor's principals and employees, and as appropriate, the Contractor's agents and subcontractors.

(2) An internal control system.

(i) The Contractor's internal control system shall--

(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and

(B) Ensure corrective measures are promptly instituted and carried out.

(ii) At a minimum, the Contractor's internal control system shall provide for the following:

(A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

(B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct.

(C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, including--

(1) Monitoring and auditing to detect criminal conduct;

(2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and

(3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

(F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontractor thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation.

(2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers.

(3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.

(4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.

(G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions.

(d) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that exceed the threshold specified in FAR 3.1004(a) on the date of subcontract award and a performance period of more than 120 days.

(2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(End of clause)

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (AUG 2020)

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

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People's Republic of China.

Covered telecommunications equipment or services means--

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means--

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled--

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(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. The Contractor is prohibited from providing to the Government 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, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

(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, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. 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.

(c) Exceptions. This clause does not prohibit contractors from providing--

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

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

(d) Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:

(i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (SEP 2021)

OFFEOR FILL-IN

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

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern--

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (d) of this clause. Such a concern is "not dominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13

CFR 121.103.

(b) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, when the Contracting Officer explicitly requires it for an order issued under a multiple-award contract.

(d) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code(s) assigned to this contract. The small business size standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support--table-size-standards.

(e) The small business size standard for a Contractor providing an end item that it does not manufacture, process, or produce itself, for a contract other than a construction or service contract, is 500 employees if the acquisition--

(1) Was set aside for small business and has a value above the simplified acquisition threshold;

(2) Used the HUBZone price evaluation preference regardless of dollar value, unless the Contractor waived the price evaluation preference; or

(3) Was an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraph (b) and (c) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated or updated, and provide the date of the validation or update.

(g) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (f) or (h) of this clause.

(h) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

(1) The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code assigned to contract number .

(2) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.

(3) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not a women-owned small business concern.

(4) Women-owned small business (WOSB) concern eligible under the WOSB Program. [Complete only if the Contractor represented itself as a women-owned small business concern in paragraph (h)(3) of this clause.] The Contractor represents that--

(i) It [ ] is, [ ] is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (h)(4)(i) of this clause is accurate for each WOSB concern eligible under the WOSB Program participating in the joint venture.

[The Contractor shall enter the name or names of the WOSB concern eligible under the WOSB Program and other small businesses that are participating in the joint venture: .] Each WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a separate signed copy of the WOSB representation.

(5) Economically disadvantaged women-owned small business (EDWOSB) concern. [Complete only if the Contractor represented itself as a women-owned small business concern eligible under the WOSB Program in (h)(4) of this clause.] The Contractor represents that--

(i) It [ ] is, [ ] is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (h)(5)(i) of this clause is accurate for each EDWOSB concern participating in the joint venture. [The Contractor shall enter the name or names of the EDWOSB concern and other small businesses that are participating in the joint venture: .] Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.

(6) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not a veteran-owned small business concern.

(7) [Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.] The Contractor represents that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(8) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that--

(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and

(ii) It [ ] is, [ ] is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: .] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

[Contractor to sign and date and insert authorized signer's name and title.]

52.228-14 IRREVOCABLE LETTER OF CREDIT (NOV 2014)

(a) “Irrevocable letter of credit” (ILC), as used in this clause, means a written commitment by a federally insured financial institution to pay all or part of a stated amount of money, until the expiration date of the letter, upon presentation by the Government (the beneficiary) of a written demand therefor. Neither the financial institution nor the offeror/Contractor can revoke or condition the letter of credit.

(b) If the offeror intends to use an ILC in lieu of a bid bond, or to secure other types of bonds such as performance and payment bonds, the letter of credit and letter of confirmation formats in paragraphs (e) and (f) of this clause shall be used.

(c) The letter of credit shall be irrevocable, shall require presentation of no document other than a written demand and the ILC (including confirming letter, if any), shall be issued/confirmed by an acceptable federally insured financial institution as provided in paragraph (d) of this clause, and--

(1) If used as a bid guarantee, the ILC shall expire no earlier than 60 days after the close of the bid acceptance period;

(2) If used as an alternative to corporate or individual sureties as security for a performance or payment bond, the offeror/Contractor may submit an ILC with an initial expiration date estimated to cover the entire period for which financial security is required or may submit an ILC with an initial expiration date that is a minimum period of one year from the date of issuance. The ILC shall provide that, unless the issuer provides the beneficiary written notice of non-renewal at least 60 days in advance of the current expiration date, the ILC is automatically extended without amendment for one year from the expiration date, or any future expiration date, until the period of required coverage is completed and the Contracting Officer provides the financial institution with a written statement waiving the right to payment. The period of required coverage shall be:

(i) For contracts subject to 40 U.S.C. chapter 31, subchapter III, Bonds, the later of--

(A) One year following the expected date of final payment;

(B) For performance bonds only, until completion of any warranty period; or

(C) For payment bonds only, until resolution of all claims filed against the payment bond during the one-year period following final payment.

(ii) For contracts not…