B.08 - W912HN23R5006 AMD 0003 with Attachment B - PPQ.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA

FAR (48 CFR) 53.243

See Summary of Changes

1. CONTRACT ID CODE PAGE OF PAGES

J 1 30

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X W912HN23R5006

X 9B. DATED (SEE ITEM 11)

25-Aug-2023

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer is extended, X is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO.

U0003

5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

11-Sep-2023

CODE

USACE - SAVANNAH DISTRICT

100 W. OGLETHORPE AVE

SAVANNAH GA 31401

W912HN 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

W912HN23R5006

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION A - SOLICITATION/CONTRACT FORM

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

1.00 $2,500.00 49,000,000.00 $49,000,000.00

DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND ORDER VALUE

The minimum quantity and order value for each Delivery/Task Order issued shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for each Delivery/Task Order issued shall not exceed the maximum quantity and order value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

1.00 $2,500.00 2,500.00 $5,000,000.00

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

The following have been modified:

PERFORMANCE WORK STATEMENT

SPECIAL INSTRUCTIONS

The intent of this solicitation is to award to each and all qualifying offerors for Multiple-Award Task Order Contract (MATOC) contracts that will be providing Transmission and Distribution (T&D) services to customers of the U.S. Army Corps of Engineers. The MATOC will be 5 years duration from the date of award and the maximum capacity of $49,000,000.00.

The government intends to award to each and all qualifying offerors Indefinite Delivery Indefinite Quantity (IDIQ) contracts with this solicitation.

This procurement is unrestricted, NAICS: 221121, Electric Bulk Power Transmission and Control, Size Standard 950.

Method of Payment under this contract will be Electronic Funds Transfer (EFT) to a commercial bank account specified by the Contractor.

The contract award will be to all qualifying offerors.

The awardees will receive a minimum guarantee of $2,500.00.

AWARDING TASK ORDERS

The government intends to award to each and all qualifying offerors as a result of this solicitation. Each awardee will be afforded a fair opportunity to be considered for each task order in excess of $2,500.00 in accordance with FAR 16.505 (b)(1)(i).

Task orders will typically be competed among all awardees. In general, award will be made on a “Low Price” basis as outlined in the individual task order.

The Contracting officer may consider the following factors when awarding a task order:

1. Contract Minimums - Task Order will be distributed to assure the guaranteed minimums are met.

2. Past Performance on Previous Task Orders - The quality and timeliness of services provided on prior jobs.

3. Capacity to Perform - The ability/capability of the contractor’s staff to take on additional work.

4. Specific Past Experience - Past Experience related to a location or particular type of work.

5. Customer Relations - During the course of the indefinite delivery contracts, working relationships develop between the Contractor and the Corps’ customers. Which customer is to be served may influence the decision about which contract to use for a particular task order.

PROJNET

OFFEROR'S QUESTIONS AND COMMENTS

Technical inquiries and questions relating to proposal procedures are to be submitted via Bidder Inquiry in ProjNet at http://www.ProjNet.org/ProjNet. As noted below, offerors shall not submit their proposals via ProjNet. Offerors shall submit their proposals in accordance with the provisions stated in the solicitation.

To submit and review bid inquiry items, bidders will need to be a current registered user or self-register into system.

The Solicitation Number is: W912HN23R5006

The Bidder Inquiry Key is: JU8ZKW-NAJB95

Specific Instructions for ProjNet Bid Inquiry Access:

1. From the ProjNet home page linked above, click on Quick Add on the upper right side of the screen.

2. Identify the Agency. This should be marked as USACE.

3. Key. Enter the Bidder Inquiry Key listed above.

4. Email. Enter the email address you would like to use for communication.

5. Select Continue. A page will then open stating a user account was not found and will ask you to create one using the provided form.

6. Enter your First Name, Last Name, Company, City, State, Phone, Email, Secret Question, Secret Answer, and Time Zone. Make sure to remember your Secret Question and Answer as they will be used from this point on to access the ProjNet system.

7. Select Add User. Once this is completed you are now registered within ProjNet and are currently logged into the system.

Specific Instructions for Future ProjNet Bid Inquiry Access:

1. For future access to ProjNet, you will not be emailed any type of password. You will utilize your Secret Question and Secret Answer to log in.

2. From the ProjNet home page linked above, click on Quick Add on the upper right side of the screen.

3. Identify the Agency. This should be marked as USACE.

4. Key. Enter the Bidder Inquiry Key listed above.

5. Email. Enter the email address you used to register previously in ProjNet.

6. Select Continue. A page will then open asking you to enter the answer to your Secret Question.

7. Enter your Secret Answer and click Login. Once this is completed you are now logged into the system.

From this page you may view all bidder inquiries or add an inquiry.

Bidders will receive an acknowledgement of their question via email, followed by an answer to their question after it has been processed by our technical team.

Offerors are requested to review the specification in its entirety and to review the Bidder Inquiry System for answers to questions prior to submission of a new inquiry.

The call center operates weekdays from 8AM to 5PM U.S. Central Time Zone (Chicago). The telephone number for the Call Center is 800-428-HELP.

Information concerning the status of the evaluation and/or award will NOT be available after receipt of proposals.

NOTES:

1. Offerors shall not submit their proposals via ProjNet, but in accordance with the provisions stated in the solicitation. Any questions regarding acceptable means of submitting offers shall be made directly to the Contract Specialist identified in the solicitation.

2. Government responses to technical inquiries and questions relating to proposal procedures or bonds that are submitted to ProjNet in accordance with the procedures above are not binding on the Government unless an amendment is issued on Standard Form 30. In the case of any conflicts, the solicitation governs. Any changes or revisions to the solicitation will be made by formal amendment.

Government responses will be limited to: (a) Notice that an amendment will be issued; (b) Reference to an existing requirement contained in the solicitation; or (c) Notice that a response is not necessary.

3. The ability to enter technical inquiries and questions relating to proposal procedures or bonds will be disabled five (5) days prior to the closing date stated in the solicitation. No Government responses will be entered into the ProjNet system within two (2) days prior to the closing date stated in the solicitation.

GENERAL SCOPE OF WORK

Puerto Rico Power System Stabilization, Transmission and Distribution MATOC

1. Introduction

The Contractor shall be responsible for providing Transmission and Distribution (T&D) services to customers of the U.S. Army Corps of Engineers. The T&D services will correct a wide variety of deficiencies at power generation, transmission, and distribution facilities throughout the Commonwealth of Puerto Rico that are owned or operated by Puerto Rico Electric Power Authority (PREPA) or LUMA Energy (LUMA). PREPA and LUMA facilities typically generate power at medium voltages such as

13.8 kilovolt (KV) and typically connect to the power grid at 28 KV, 115 KV and/or 230 KV. Task orders issued under this contract may include: testing, assessment, diagnosing, repair, replacement, addition, commissioning, of any inoperable, unreliable, undersized, or otherwise deficient components that are necessary for the reliable generation and transmission of power at these facilities.

1.1 Scope

The Contractor shall furnish all materials, equipment, supplies, personnel, and all other services required to perform the T&D services outlined in this statement of work and as specifically identified in the individual task orders. The services required by this contract are expected to be limited to the territory of Puerto Rico. Task orders will use performance-based work statements. A PWS structures all aspects of an acquisition around the purpose of the work to be performed and does not dictate how the work is to be accomplished. It is written to ensure that Contractors are given the freedom to determine how to meet the Government’s performance objectives and provides for payment only when the results meet or exceed these objectives. It maximizes Contractor control of work processes and allows for innovation in approaching various work requirements. A PWS emphasizes performance that can be contractually defined so that the results of the Contractor’s effort can be measured in terms of technical and quality achievement, schedule progress, or cost performance.

A PWS will be prepared for each individual task order. The PWS will include specific performance objectives and performance elements. The time frame and specific procedures for each item of work will be described in the individual task order. The description of stated herein provides a general understanding of the Contractor functions to be performed. Individual task orders will contain the specific requirements. Technical requirements described herein in no way limit the activities that may be required under the terms of this contract.

2. General Requirements

The Contractor must have the capability and experience to perform or provide a wide range of T&D testing, assessment, diagnosing, repair, replacement, and repair services required to support the USACE power mission.

2.1 Non-Personal Services

The Government shall neither supervise Contractor employees nor control the method by which the Contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual Contractor employees. It shall be the responsibility of the Contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. If the Contractor believes that any actions constitute, or are perceived to constitute personal services, it shall be the Contractor's responsibility to notify the Procuring Contracting Officer (PCO) immediately.

2.2 Business Relations

The Contractor shall successfully integrate and coordinate all activity needed to execute the requirement.

The Contractor shall manage the timeliness, completeness, and quality of problem identification. The Contractor shall provide corrective action plans, proposal submittals, timely identification of issues, and effective management of subcontractors. The Contractor shall seek to ensure customer satisfaction and professional and ethical behavior of all Contractor personnel.

2.3 Contract Administration and Management

The following subsections specify requirements for contract, management, and personnel administration.

2.3.1 Contract Management

The Contractor shall establish clear organizational lines of authority and responsibility to ensure effective management of the resources assigned to the requirements specified in each task order. The Contractor must maintain continuity between the support operations and the Contractor's corporate offices.

2.3.2 Contract Administration

The Contractor shall establish processes and assign appropriate resources to effectively administer the requirement. The Contractor shall respond to Government requests for Contractual actions in a timely fashion. The Contractor shall have a single point of contact between the Government and Contractor personnel assigned to support contracts or task orders.

2.3.3 Personnel Administration

The Contractor shall provide the following management and support as required. The Contractor shall provide for employees during designated Government non-workdays or other periods where Government offices are closed due to weather or security conditions. The Contractor shall maintain the training currency of their employees by providing initial and refresher training as required to meet the scope requirements. The Contractor shall make necessary travel arrangements for employees. The Contractor shall provide necessary infrastructure to support contract tasks. The Contractor shall provide administrative support to employees in a timely fashion (time keeping, leave processing, pay, emergency needs). Time expended on contract tasks by Contractor personnel will be reported weekly to the Task Leader and may be requested for review by the COR, or Government POC for the specific Contractor.

2.4 Subcontract Management

The Contractor shall be responsible for any subcontract management necessary to integrate work performed on this requirement and shall be responsible and accountable for subcontractor performance on this requirement. The prime contractor will manage work distribution to ensure there are no Organizational Conflict of Interest (OCI) considerations. Contractors may add subcontractors to their team after Contracting Officer’s notification and approval.

2.5 Contractor Personnel, Disciplines, and Specialties

The Contractor shall accomplish the assigned work by employing and utilizing qualified personnel with appropriate combinations of education, training, and experience. The Contractor shall match personnel skills to the work or task with a minimum of under/over employment of resources. The Contractor shall ensure the labor categories, labor rates, and man-hours utilized in the performance of each task order issued hereunder will be the minimum necessary to accomplish the task. The Contractor shall provide the necessary resources and infrastructure to manage, perform, and administer the contract.

2.6 Location and Hours of Work

Accomplishment of the results contained in this SOW requires work within territory of Puerto Rico.

Specific locations for the work will be determined at the task order level. Normal workdays are Monday through Friday except US Federal Holidays. Workers typically work eight (8) hours per day, 40 hours per week.

Work will be required outside of typical work hours (up to 24 hours a day, 7 days a week) and additional detail will be provided at the task order level.

2.7 Travel / Temporary Duty (TDY)

Travel to other government facilities or other Contractor facilities may be required and will be specified at the task order level. All travel requirements (including plans, agenda, itinerary, or dates) shall be pre-approved by the government (subject to local policy procedures). Travel costs will be negotiated for each task order as applicable. The Contractor shall use government vehicles when requested, authorized, and determined to be advantageous to the government. This will be specified at the task order level. It is understood that the Contractor’s liability insurance will cover all contract personnel operating government vehicles. If not specified, the Contractor shall provide all necessary transportation to fulfill the requirements of the contract.

3. Scope Requirements

The following section specifies the objectives, requirements and services under the Puerto Rico Power System Stabilization, T&D Services MATOC. Contractor shall provide all labor, materials, and supplies necessary to correct a wide variety of deficiencies at power generation, transmission, and distribution facilities throughout the Commonwealth of Puerto Rico that are owned or operated by PREPA or LUMA.

This contract will not include work on components or systems located outside of PREPA or LUMA facilities (such as along roadways or other utility rights of way). PREPA and LUMA facilities typically generate power at medium voltages such as 13.8KV and typically connect to the power grid at 38 KV, 115 KV, and/or 230 KV.

Task orders issued under this contract may include, but are not limited to: testing, assessment, diagnosing, repair, replacement, addition, and/or commissioning of any inoperable, unreliable, undersized, or otherwise deficient components that are necessary for the reliable generation and transmission of power at these facilities. Examples of deficient components include, but are not limited to, the following:

Paralleling gear Battery banks Rectifier battery chargers Power conductors, both insulated and open air Electrical grounding and lightning protection systems Control and communication conductors, including fiber optic Poles and standoff insulators for mounting conductors Conduits and cable trays Transformers, including generator step up and substation Oil circuit breakers Vacuum circuit breakers Gas Circuit Breakers Switches Enclosed switchgear Paralleling gear Potential Transformers (PT’s) and Current Transformers (CT’s) Line traps Protective and control relays Generator and substation control systems (hardware and software)

Work may also include the repair, replacement, or addition of ancillary systems at these facilities that support power generation, transmission, and distribution such as metering, monitoring, communications, and site civil services (to include fencing, equipment pads, gravel, etc.).

3.1 The Contractor shall perform repairs associated with T&D infrastructure and equipment.

Contractor shall be capable of performing T&D repairs to equipment on the Puerto Rico grid, including existing T&D infrastructure and components identified in Section 3. Inspect/Evaluate/Implement actions necessary to repair and place system components into operation. Provide damage and/or deficiency reports, projected schedules for power restoration (for assigned areas), and bills of material. At completion of this task, perform functional tests to ensure operability. Functional test results shall be documented and submitted for government review. Contractor shall ensure coordination of protective devices in accordance with PREPA documented relay settings and fuse sizing requirements. Where documented settings are unavailable, contractor shall perform protective device calculations to ensure coordination in accordance with IEEE 242.

3.2 Substation Restoration

Contractor shall be capable of performing equipment evaluation (testing, as required), repair, reenergization, and recommissioning of substations and switching stations. Tasks may include (but are not limited to) component repair, replacement, battery charging/replacement, rectifier-charger functional testing, control power, relay calibration/settings, fuse replacement, etc. Perform inspections and testing of power equipment to include transformers and breakers according to manufacturer recommendations after installation or placement of the equipment. Contractor shall ensure coordination of protective devices in accordance with PREPA documented settings. Where documented settings are unavailable, contractor shall perform setting calculations to ensure coordination in accordance with IEEE 242.

3.3 Telecommunications and Supervisory Control and Data Acquisition Systems (SCADA)

Contractor shall be capable of performing repair, replacement, and recommissioning of telecommunications (e.g., RF, fiber optic) and SCADA equipment for the electric power system. At completion of this task, perform functional tests/recommissioning on all elements to ensure operability.

Functional test results shall be documented and submitted for government/PREPA/LUMA review.

4. Special Requirements

This section describes the special requirements for this contract. The following sub-sections provide details of various considerations on this contract.

4.1 Security and Safety

This is not a classified procurement. The primary security considerations associated with this acquisition are Contractor employee identification and physical access to the power plants, which will have varying access and safety requirements to be identified at the task order level.

4.2 Status Reports and Invoices

The Contractor shall submit, according to each task order, a narrative status report and an invoice, in electronic format, at a frequency determined for the task order (expected to be no less frequently than monthly). This report and a payment invoice are expected to be provided for approval by the 10th working day of the month following the month in which the services were performed, unless stated otherwise in the task order. The status report shall include project break-out by hours for each task performed and a brief summary of each task and shall be in Microsoft Word and PDF format to the authorized Contracting Officers Representative (COR). COR's will be assigned at the task order level.

Generally invoicing procedures will be tailored at the task order level.

4.3 Government Furnished Materials

If applicable, Government Furnished Information related to the required services will be provided at the task order level.

4.4 Environmental Requirements

The Contractor, the Contractor’s subcontractors, and the Contractor’s suppliers shall perform all work in full compliance with applicable Federal, State, and Local environmental laws and regulations. Nothing in this contract shall relieve the Contractor of his responsibility to comply with laws and regulations.

Any incidents of spills, releases, or noncompliance with regulations noted by the Contractor shall immediately be brought to the attention of the Contracting Officer and Contracting Officer’s Representative, with written notice provided as soon as possible thereafter.

4.5 Applicable Directives

The Contractor shall comply with all documents listed as mandatory and referenced IAW the instructions as outlined per individual task order.

4.6 Quality Control

This section describes the Quality Control components for this effort. The following sub-sections provide details of various considerations on this effort.

4.6.1 Quality Control Plan (QCP)

The Contractor shall develop a task order-level QCP and maintain an effective quality control program to ensure services are performed in accordance with the MATOC and each individual PWS. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractor’s QCP is the means by which it assures the work complies with the requirement of the contract. The finalized QCP will be reviewed by the Government at the time of the award of the task order. The Contracting Officer may notify the Contractor of required modifications to the plan during the period of performance. The Contractor then shall coordinate suggested modifications and obtain acceptance of the plan by the Contracting Officer. Any modifications to the program during the period of performance shall be provided to the Contracting Officer for review no later than 10 working days prior to effective date of the change. The QCP shall be subject to the Governments review and approval. The Government may find the QCP "unacceptable" whenever the Contractors procedures do not accomplish quality control objective(s). The Contractor shall revise the QCP within 10 working days from receipt of notice that QCP is found "unacceptable."

4.6.2 Quality Assurance Surveillance Plan (QASP)

The Government shall monitor the Contractors performance under each task order in accordance with the Government’s QASP (provided at the task order level).

5. Deliverables

The Contractor shall provide deliverables as described in subsequent task orders. Deliverables shall be specified by the Government.

6. Related Documents

Related documents will be provided at the task order level, as required for that particular project.

SECTION I - CONTRACT CLAUSES

The following have been added by full text:

52.216-18 ORDERING. (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the date of award up to, and including, the last day of the five (5) year ordering period.

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

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

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

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

(3) If sent electronically, the Government either--

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

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

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

(End of clause)

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $500,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $5,000,000.00;

(2) Any order for a combination of items in excess of $5,000,000.00; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b) (1) or (2) of this section.

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

(b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within five (5) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY. (OCT 1995)

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

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

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

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

52.216-32 TASK-ORDER AND DELIVERY-ORDER OMBUDSMAN (SEPT 2019)

(a) In accordance with 41 U.S.C. 4106(g), the Agency has designated the following task-order and delivery-order Ombudsman for this contract. The Ombudsman must review complaints from the Contractor concerning all task-order and delivery-order actions for this contract and ensure the Contractor is afforded a fair opportunity for consideration in the award of orders, consistent with the procedures in the contract.

Richard L. Jenkins Task and Delivery Order Ombudsman U.S. Army Corps of Engineers 7701 Telegraph Road Alexandria, VA 22315-1000 Phone: (202) 761-1000 Richard.L.Jenkins@usace.army.mil

(b) Consulting an ombudsman does not alter or postpone the timeline for any other process (e.g., protests).

(c) Before consulting with the Ombudsman, the Contractor is encouraged to first address complaints with the Contracting Officer for resolution. When requested by the Contractor, the Ombudsman may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

52.219-14 LIMITATIONS ON SUBCONTRACTING (OCT 2022)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that--

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to--

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15;

(4) Orders expected to exceed the simplified acquisition threshold and that are--

(i) Set aside for small business concerns under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii);

(5) Orders, regardless of dollar value, that are--

(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or

19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of a contract assigned a North American Industry Classification System (NAICS) code for--

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract;

(2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 85 percent subcontract amount that cannot be exceeded; or

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraphs (c)(1), (2), (3) and (6) of this clause--

[Contracting Officer check as appropriate.]

X By the end of the base term of the contract and then by the end of each subsequent option period; or

___ By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

(1) In a joint venture comprised of a small business protege and its mentor approved by the Small Business Administration, the small business protege shall perform at least 40 percent of the work performed by the joint venture. Work performed by the small business protege in the joint venture must be more than administrative functions.

(2) In an 8(a) joint venture, the 8(a) participant(s) shall perform at least 40 percent of the work performed by the joint venture. Work performed by the 8(a) participants in the joint venture must be more than administrative functions.

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (MAR 2023)

(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 its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (d) of this clause.

(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, or 150 employees for information technology value-added resellers under NAICS code 541519, 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) joint venture eligible under the WOSB Program. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: .]

(5) Economically disadvantaged women-owned small business (EDWOSB) joint venture. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: .]

(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.]

52.229-11 TAX ON CERTAIN FOREIGN PROCUREMENTS--NOTICE AND REPRESENTATION

(JUN

2020)

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

Foreign person means any person other than a United States person.

Specified Federal procurement payment means any payment made pursuant to a contract with a foreign contracting party that is for goods, manufactured or produced, or services provided in a foreign country that is not a party to an international procurement agreement with the United States. For purposes of the prior sentence, a foreign country does not include an outlying area.

United States person as defined in 26 U.S.C. 7701(a)(30) means--

(1) A citizen or resident of the United States;

(2) A domestic partnership;

(3) A domestic corporation;

(4) Any estate (other than a foreign estate, within the meaning of 26 U.S.C. 701(a)(31)); and

(5) Any trust if--

(i) A court within the United States is able to exercise primary supervision over the administration of the trust; and

(ii) One or more United States persons have the authority to control all substantial decisions of the trust.

(b) Unless exempted, there is a 2 percent tax of the amount of a specified Federal procurement payment on any foreign person receiving such payment. See 26 U.S.C. 5000C and its implementing regulations at 26 CFR 1.5000C-1 through 1.5000C-7.

(c) Exemptions from withholding under this provision are described at 26 CFR 1.5000C-1(d)(5) through (7). The Offeror would claim an exemption from the withholding by using the Department of the Treasury Internal Revenue Service Form W-14, Certificate of Foreign Contracting Party Receiving Federal Procurement Payments, available via the internet at www.irs.gov/w14. Any exemption claimed and self-certified on the IRS Form W-14 is subject to audit by the IRS. Any disputes regarding the imposition and collection of the 26 U.S.C. 5000C tax are adjudicated by the IRS as the 26 U.S.C. 5000C tax is a tax matter, not a contract issue. The IRS Form W-14 is provided to the acquiring agency rather than to the IRS.

(d) For purposes of withholding under 26 U.S.C. 5000C, the Offeror represents that--

(1) It [_]is [_]is not a foreign person; and

(2) If the Offeror indicates ``is'' in paragraph (d)(1) of this provision, then the Offeror represents that--I am claiming on the IRS Form W-14 [__] a full exemption, or [__] partial or no exemption [Offeror shall select one] from the excise tax.

(e) If the Offeror represents it is a foreign person in paragraph (d)(1) of this provision, then--

(1) The clause at FAR 52.229-12, Tax on Certain Foreign Procurements, will be included in any resulting contract; and

(2) The Offeror shall submit with its offer the IRS Form W-14. If the IRS Form W-14 is not submitted with the offer, exemptions will not be applied to any resulting contract and the Government will withhold a full 2 percent of each payment.

(f) If the Offeror selects ``is'' in paragraph (d)(1) and ``partial or no exemption'' in paragraph (d)(2) of this provision, the Offeror will be subject to withholding in accordance with the clause at FAR 52.229-12, Tax on Certain Foreign Procurements, in any resulting contract.

(g) A taxpayer may, for a fee, seek advice from the Internal Revenue Service (IRS) as to the proper tax treatment of a transaction. This is called a private letter ruling. Also, the IRS may publish a revenue ruling, which is an official interpretation by the IRS of the Internal Revenue Code, related statutes, tax treaties, and regulations. A revenue ruling is the conclusion of the IRS on how the law is applied to a specific set of facts. For questions relating to the interpretation of the IRS regulations go to https://www.irs.gov/help/tax-law-questions.

(End of provision)

52.232-25 PROMPT PAYMENT (JAN 2017)

Notwithstanding any other payment clause in this contract, the Government will make invoice payments under the terms and conditions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electronic funds transfer (EFT). Definitions of pertinent terms are set forth in sections 2.101, 32.001, and 32.902 of the Federal Acquisition Regulation. All days referred to in this clause are calendar days, unless otherwise specified.