Amendment 0001 - W912PL21R0009-Final.pdf

(SEE ITEM 13)

CODE

(Hour)

PAGE(S)

until local t ime

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A X B X C

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X G F 76

X H michael.g.robinson@usace.army .mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

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

1 358

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

W912PL 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

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

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

MICHAEL G ROBINSON 213-452-3311

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 5

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

6 - 38 J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

40 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 41 - 42 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 43 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

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

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

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

SOLICITATION, OFFER AND AWARD

X

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

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

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

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

44 - 47

PART II - CO NTRACT CLAUSES

USACE, LOS ANGELES DISTRICT

CONTRACTING DIVISION

915 WILSHIRE BLVD, SUITE 930

LOS ANGELES CA 90017 213-452-3242

213-452-4187FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

48 - 75

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

26 March 2021

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

W912PL21R0009

Proposals shall be submitted Electronically. See Section L, Para 2.5 2pm 30 July 2021

Formerly Used Defense Sites (FUDS) W912PL21R0009 Military Munitions Response Program (MMRP) Multiple Award Task Order (MATOC)

Section B Amendment 0001 - Page 1 of 9

Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 49,500,000 Job 3 year ERS and MMRP

FFP

IDIQ MATOC, $49.5 Million Capacity for the MMRP program primarily in support of the U.S. Army Corps of Engineers, Los Angeles, but may be used within South Pacific Division.

FOB: Destination

PSC CD: F108

NET AMT

0002 Job Option to Extend Services

FFP

In accordance with FAR 52.217-9 -- Option to Extend the Term of the Contract.

The government reserves the right to extend the terms of this contract by two (2) years. And will provide the contractor a preliminary notice of one (1) day.

0003 Job Option to Extend Services

FFP

In accordance with FAR 52.217-8 -- Option to Extend Services -- the total extension of performance hereunder shall not exceed 6 months.

Should the Government exercise its right to extend the contract under FAR Clause 52.217-8 the Contractor will be required to hold it’s labor rates to the accepted rates identified in the Binding Labor Rates Schedule - Year 5 Burdened Labor Rate, except for any revisions to the prevailing labor rates provided by the Secretary of Labor.

FOB: Destination

Amendment 0001 - Page 2 of 9

Section B - Rates and General Services & Price/Costs

1. CONTRACT DEFINITION

The Government intends to award one (1) $49.5M Regional South Pacific Division (SPD) IDIQ MATOC, as a result of this solicitation for a total value of $49,500,000.00. The IDIQ MATOC will be at Formerly Used Defense Sites (FUDS) for Environmental Remediation Services (ERS) and Military Munitions Response program (MMRP) under NAICS Code 562910, in support of the U.S. Army Corps of Engineers (USACE), Primarily to be used within the Los Angeles District (SPL), South Pacific Division (SPD) and existing SPD customers. Firm fixed price task orders will be issued against the IDIQ contracts. Task orders under this contract will also be in support of new SPD customers within the geographic boundaries of SPD.

The Strategy under MEGA is to award up to five (5) contracts for this MATOC; however, if the Contracting Officer determines during the source selection process that fewer than that number of contracts should be awarded, the Contracting Officer has the discretion of adjusting that number, or awarding none at all. In any case, the Government may not award any contract if the resulting contract would not represent a "best value" to the Government using trade-off selection procedures as required by the federal acquisition regulations and guidance.

Please ensure this NAICS code 562910 is incorporated in your current SAM registration at www.sam.gov.

Failure to have this NAICS code current in SAM may result in not being considered for the award.

2. ELIGIBILLTY

The contract is a Full and Open Offer and all responsible sources are permitted to compete.

3. TOTAL AMOUNT OF CONTRACT

The total amount of capacity among all contractors awarded contracts under this solicitation shall not exceed $49.5M. There is no limit of the number of task orders that may be executed against this contract.

4. GUARANTEED CONTRACT AMOUNT

Each contract awarded under this solicitation shall have a guaranteed base period minimum amount of $2,500.00. The guaranteed minimum will be met with the obligation of a task order meeting or exceeding the guaranteed amount or will be funded on the basic contract.

5. PERFORMANCE PERIOD

This MATOC will have a period of performance period of three base (3) years, with the one option period for two

(2) years from date of contract award http://www.sam.gov/

Amendment 0001 - Page 3 of 9

6. PRICING

6.1 Binding Labor Rate Schedule. The Binding labor rates for use on this contract are provided in the following schedule.

BINDING LABOR RATE SCHEDULE

Base Period

(Year 1)

Base Period

(Year 2)

Base Period

(Year 3)

Option Year 1

(Year 4)

Option Year 2

(Year 5)

6-Month Option to

Extend Period Labor Discipline

Program Manager

Project Manager

Contractor Quality control Manager

(CQCM)

Safety and Health Manager

Site Safety and Health Officer (SSHO)

Certified Industrial Hygienist

Industrial Hygienist

Project Chemist I

Project Chemist II

(Senior) Project Chemist III

Civil/Project Engineer I

Civil/Project Engineer

II

(Senior) Civil/Project Engineer

III

Amendment 0001 - Page 4 of 9

Project Geophysicist I

Project Geophysicist II

(Senior) Project Geophysicist III

Quality Control Geophysicist

Geologist I

Geologist II

(Senior) Geologist III

Hydrogeologist I

Hydrogeologist II

(Senior) Hydrogeologist III

Environmental Engineer I

Environmental Engineer II

Amendment 0001 - Page 5 of 9

(Senior) Environmental Engineer III

Geotechnical Engineer I

Geotechnical Engineer

II

(Senior) Geotechnical Engineer III

Mechanical Engineer I

Mechanical Engineer II

(Senior) Mechanical Engineer III

Electrical Engineer I

Electrical Engineer II

(Senior) Electrical Engineer III

Regulatory Specialist

Hazardous Materials Inspector

Archaeologist/Historian I

Amendment 0001 - Page 6 of 9

Archaeologist/Historian

II

(Senior) Archaeologist/Historian

Biologist/Botanist I

Biologist/Botanist II

(Senior) Biologist/Botanist III

Project Risk Assessor/Toxicologist I

Project Risk Assessor/Toxicologist

II

(Senior) Project Risk Assessor/Toxicologist

Technical Editor

Site Superintendent / On-site Supervisor

Field Technician

Hazardous Waste / Transportation

Specialist

Data Analyst

Environmental Planner

Environmental Specialist

Community Relations Specialist

Estimator

Contract Manager

Procurement / Contract Specialists

Administrative / Clerical Specialist

GIS Technician

Amendment 0001 - Page 7 of 9

GIS Specialist

MMRP

(Disciplines restricted to task order requests with MMRP capabilities)

Senior UXO Supervisor

(SUXOS)

Senior UXO Supervisor (SUXOS) +4% Hazard

Senior UXO Supervisor (SUXOS) +8% Hazard

UXO Safety Officer

(UXOSO)

UXO Safety Officer (UXOSO) +4% Hazard

UXO Safety Officer (UXOSO) +8% Hazard

UXO Quality Control Specialist (UXOQCS)

UXO Quality Control Specialist (UXOQCS)

+4% Hazard

UXO Quality Control Specialist (UXOQCS)

+8% Hazard

6.1.1. The hourly burdened labor rates proposed in Binding Labor Rate Schedule are binding upon contract award for the life of the MATOC.

6.1.2. The hourly burdened labor rates shall include direct cost, payroll taxes, insurance, benefits, and any other applicable labor costs, but shall exclude profit.

6.1.3. The binding hourly rates represent the maximum labor rates that the contractor shall use when responding to a Request for Task Order Proposal (RTOP) issued by the Government. These binding rates shall also apply to all modifications. The contractor may propose a lower hourly rate for these labor disciplines when responding to the RTOP based on the tasks identified in the RTOP or modification requests.

Amendment 0001 - Page 8 of 9

6.1.4. Adherence to these rates will be reviewed through submittal of supporting documentation by the contractor with each task order proposal. Failure to propose the binding hourly rate or a lower rate for the listed labor disciplines may result in the Contractor’s task order proposal being rejected for award consideration.

6.1.5. If a discipline is not listed in the contract rate pricing schedule and is required for the contractor to perform a specific task order, the contractor may propose the required labor category and the associated fully burdened labor rate (exclusive of profit) in the proposal submitted in response to the issued RTOP.

6.1.6. If during the Contract Period of Performance, the Contractor’s original personnel are no longer available, the Contractor shall find personnel that have the same qualifications as the previous personnel. The Contractor shall be responsible for negotiating the labor rates for those personnel that have been provided in Binding Labor Rate Schedule. The rates provided in Binding Labor Rate Schedule are the maximum that will be paid by the Government for any replacement personnel.

6.1.7. The maximum rates shall be governed by the effective date of the Task Order. Task Orders will use the prices for the 12-month period effective on the date the Task Order is issued. Modifications to Task Orders will reflect the rates of the “current 12-month” binding labor rate schedule. For example, if the rate schedule changes over on 1 November of each year, and a Task Order is issue on 1 September 2018 for 12 months work, the maximum rates will be the rates that were effective on 1 November 2018. Under the same assumptions, if a modification to the Task Order is required in December 2018, the labor rates effective on 1 November 2018 will apply.

6.2 Binding Cap Rates. The Binding cap rates for use on this contract are provided in the following schedule.

BINDING CAP

RATES

Base Period Year 1

Base Period Year 2

Base Period Year 3

Option Period Year 4

Option Period Year 5

Overhead* Rate

G&A Rate* % % % % % Annual Escalation

Other % % % % % (identify):

*May be substantiated by DCAA at a later time

6.2.1. The Binding Cap Rates represent 1) a breakout of the caps/markups incorporated into the Binding Labor Rate Schedule; 2) caps/markups on materials/services; and 3) caps/markups to be applied to future task order modifications.

6.2.2. The Binding Cap Rates represent the maximum rates that the Contractor shall use when responding to a task order request issued by the Government. These Binding Cap Rates shall also apply to all modifications. The Contractor may propose lower rates for these when responding to the task order request or modification requests.

6.2.3. Adherence to these rates will be reviewed through submittal of supporting documentation by the Contractor with each task order proposal. Failure to propose the binding rates or a lower rates may result in the Contractor’s task order proposal being rejected for award consideration.

Amendment 0001 - Page 9 of 9

6.2.4. The Binding Cap Rates shall be governed by the effective date of the Task Order. Task Orders will use the prices for the 12-month period effective on the date the Task Order is issued. Modifications to Task Orders will reflect the rates of the “current 12-month” Binding Cap Rate schedule. For example, if the rate schedule changes over on 1 November of each year, and a Task Order is issued on 1 September 2018 for 12 months work, the maximum rates will be the rates that were effective on 1 November 2017. Under the same assumptions, if a modification to the Task Order is required in December 2018, the Binding Cap Rates effective on 1 November 2018 will apply.

6.3 Binding Profit Rate. The Profit rate shall be determined at the task order level.

6.4 General.

6.4.1 The amount to be paid to the Contractor for each firm-fixed price task order shall be based on the binding labor rates for the disciplines listed in Paragraph 6.1, the binding cap rates listed in Paragraph 6.2, the binding profit rate cap listed in Paragraph 6.3 and any proposed travel (which has been accepted by the Government) per Paragraph 8.

6.4.2 Applicable Department of Labor Wage Rates (FAR 52.222-41) and Statement of Equivalent Rates for Federal Hires (FAR 52.222-42) will be included at the individual task orders level when the site and location for the work is known.

6.4.3 The Government reserves the right to request information other than certified cost or pricing data from the contractor at the task order level to assess the reasonableness of the proposed task order pricing.

6.4.4 The Government will analyze task order proposals to determine whether they are unbalanced with respect to prices or separately priced line items. Task order proposals that are determined to be materially unbalanced may be rejected. An offer is mathematically unbalanced if it is based on prices, which are significantly less than the cost for some contract line items and significantly overstated in relation to cost for others. In addition, a proposal is materially unbalanced if it is mathematically unbalanced and there is a reasonable doubt that the offer would result in the lowest overall cost to the government, even though it is the lowest evaluated offer.

7. DEPARTMENT OF LABOR WAGES

Be advised that each Task Order Department of Labor Wage Determination, California, San Diego County, 2015-5635, Rev 14, date December 21, 2020 are attached in Section J of this solicitation. For individual task orders written against the contract, the appropriate Department of Labor Wage Determination and Statement of Equivalent Rates for Federal Hires will be provided.

8. TRAVEL

Per Diem (lodging and MI & E expenses) shall be paid at the current Government rates in accordance with the Federal Travel Regulation (FTR) per person per calendar day spent in travel status. No per diem will be paid for travel less than the number of hours per day stated in the current FTR. Per diem rate information may be obtained at https://www.gsa.gov/travel/plan-book/per-diem-rates

Privately owned vehicles shall be paid at the current Government mileage rate in accordance with the FTR.

https://www.gsa.gov/travel/plan-book/transportation-airfare-pov-etc/privately-owned-vehicle-pov-mileage-reimbursement-rates

(End of Statement)

-END OF SECTION-

https://www.gsa.gov/travel/plan-book/per-diem-rates https://www.gsa.gov/travel/plan-book/transportation-airfare-pov-etc/privately-owned-vehicle-pov-mileage-reimbursement-rates https://www.gsa.gov/travel/plan-book/transportation-airfare-pov-etc/privately-owned-vehicle-pov-mileage-reimbursement-rates

Section I

Amendment 0001 Page 1 of 129

Section I Contract Clauses

Table of Contents

22.1302-100 SCOPE OF SUBPART

52.202-1 DEFINITIONS (JUN 2020)

52.203-3 GRATUITIES (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020)

52.203-7 Anti-Kickback Procedures (JUN 2020)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR

IMPROPER ACTIVITY (MAY 2014)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS

(JUN 2020)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (JUN 2020)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO

INFORM

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

(JUN 2020)

52.204-13 SYSTEM FOR AWARD MANAGEMENT Maintenance (OCT 2018) 52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (JUN 2020)

52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

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 (Jun 2020)

52.215-2 AUDIT AND RECORDS--NEGOTIATION (JUN 2020)

52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING DATA--

MODIFICATIONS (JUN 2020)

52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA--MODIFICATIONS (JUN 2020)

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data -- Modifications (JUN 2020)

52.216-18 ORDERING. (AUG 2020)

52.216-19 Order Limitations (OCT 1995)

Amendment 0001 Page 2 of 129

52.216-22 INDEFINITE QUANTITY. (OCT 1995)

52.217-5 Evaluation of Options (JULY 1990)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018)

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (DEVIATION 2018-O0018) (JUN 2020)--

ALTERNATE II (AUG 2018)

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (NOV 2020)

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)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

52.222-26 EQUAL OPPORTUNITY (SEPT 2016)

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020)

52.222-36 Equal Opportunity for Workers with Disabilities (JUN 2020)

52.222-37 EMPLOYMENT REPORTS ON VETERANS (JUN 2020)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS

ACT

52.222-41 SERVICE CONTRACT LABOR STANDARDS (AUG 2018)

52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)

52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS--

PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018)

52.222-44 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS--

PRICE ADJUSTMENT (MAY 2014)

52.222-50 COMBATING TRAFFICKING IN PERSONS (OCT 2020)

52.222-54 Employment Eligibility Verification (OCT 2015)

52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND

CONSTRUCTION CONTRACTS (SEP 2013)

52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997)

52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2011)

52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

Amendment 0001 Page 3 of 129

52.223-10 WASTE REDUCTION PROGRAM (MAY 2011)

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)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

52.227-1 AUTHORIZATION AND CONSENT (JUN 2020)

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT

(JUN 2020)

52.227-14 RIGHTS IN DATA--GENERAL (MAY 2014)

52.228-5 INSURANCE--WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

52.232-1 PAYMENTS (APR 1984)

52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

52.232-11 EXTRAS (APR 1984)

52.232-18 Availability of Funds (APR 1984)

52.232-17 INTEREST (MAY 2014)

52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

52.232-25 PROMPT PAYMENT (JAN 2017)

52.232-32 PERFORMANCE-BASED PAYMENTS (APR 2012)

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

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)

52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR

1984)

52.237-3 CONTINUITY OF SERVICES (JAN 1991)

52.242-13 BANKRUPTCY (JUL 1995)

52.243-1 CHANGES--FIXED-PRICE (AUG 1987) - ALTERNATE I (APR 1984)

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (NOV 2020)

52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

52.252-4 ALTERATIONS IN CONTRACT (APR 1984)

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2020)

Amendment 0001 Page 4 of 129

52.253-1 COMPUTER GENERATED FORMS (JAN 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)

252.204-7000 DISCLOSURE OF INFORMATION (OCT 2016)

252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992)

252.204-7004 Level I Antiterrorism Awareness Training for Contractors (FEB 2019)

252.204-7006 BILLING INSTRUCTIONS (OCT 2005)

252.209-7002 DISCLOSURE OF OWNERSHIP OR CONTROL BY A FOREIGN GOVERNMENT (JUN

2010)

252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE

252.219-7003 SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS)—BASIC (DEC

2019)

252.223-7004 DRUG-FREE WORK FORCE (SEP 1988)

252.223-7006 PROHIBITION ON STORAGE, TREATMENT, AND DISPOSAL OF TOXIC OR

HAZARDOUS

252.227-7026 DEFERRED DELIVERY OF TECHNICAL DATA OR COMPUTER SOFTWARE

252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS

(DEC 2018)

252.232-7010 LEVIES ON CONTRACT PAYMENTS (DEC 2006)

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 (OCT 2020)

Amendment 0001 Page 5 of 129

22.1302-100 SCOPE OF SUBPART

Veterans Employment Emphasis for U.S. Army Corps of Engineers Contracts In addition to complying with the requirements outlined in FAR Part 22.13, FAR Provision 52.222-38, FAR Clause 52.222-35, FAR Clause 52.222-37, DFARS 222.13 and Department of Labor regulations, U.S. Army Corps of Engineers (USACE) contractors and subcontractors at all tiers are encouraged to promote the training and employment of U.S. veterans while performing under a USACE contract. While no set-aside, evaluation preference, or incentive applies to the solicitation or performance under the resultant contract, USACE contractors are encouraged to seek out highly qualified veterans to perform services under this contract. The following resources are available to assist USACE contractors in their outreach efforts:

Federal Veteran employment information at http://www.fedshirevets.gov/index.aspx Department of Labor Veterans Employment Assistance http://www.dol.gov/vets/ Department of Veterans Affairs-VOW to Hire Heros Act http://benefits.va.gov/vow/ Army Wounded Warrior Program- http://wtc.army.mil/modules/employers/index.html U.S. Chamber of Commerce Foundation-Hiring Our Heros http://www.hiringourheroes.org/ Guide to Hiring Veterans - Reference Material

(End of Special Clause)

52.202-1 DEFINITIONS (JUN 2020)

When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless--

(a) The solicitation, or amended solicitation, provides a different definition;

(b) The contracting parties agree to a different definition;

(c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning;

(d) The word or term is defined in FAR part 31, for use in the cost principles and procedures; or

(e) The word or term defines an acquisition-related threshold, and if the threshold is adjusted for inflation as set forth in FAR 1.109(a), then the changed threshold applies throughout the remaining term of the contract, unless there is a subsequent threshold adjustment; see FAR 1.109(d).

(End of clause)

52.203-3 GRATUITIES (APR 1984)

(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative--

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government;

and http://www.fedshirevets.gov/index.aspx http://www.dol.gov/vets/ http://benefits.va.gov/vow/ http://wtc.army.mil/modules/employers/index.html http://www.hiringourheroes.org/

Amendment 0001 Page 6 of 129

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(c) If this contract is terminated under paragraph (a) of this clause, the Government is entitled--

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

(a) The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee.

(b) "Bona fide agency," as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.

"Bona fide employee," as used in this clause, means a person, employed by a contractor and subject to the contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence.

"Contingent fee," as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

"Improper influence," as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT

(JUN 2020)

(a) Except as provided in (b) of this clause, the Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by

Amendment 0001 Page 7 of 129 such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract.

(b) The prohibition in (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation.

(c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract which exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation

2.101 on the date of subcontract award.

(End of Clause)

52.203-7 Anti-Kickback Procedures (JUN 2020)

(a) Definitions.

"Kickback," as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a subcontract relating to a prime contract.

"Person," as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual.

"Prime contract," as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind.

"Prime Contractor," as used in this clause, means a person who has entered into a prime contract with the United States.

"Prime Contractor employee," as used in this clause, means any officer, partner, employee, or agent of a prime Contractor.

"Subcontract," as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract.

"Subcontractor," as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and (2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor.

"Subcontractor employee," as used in this clause, means any officer, partner, employee, or agent of a subcontractor.

(b) 41 U.S.C. chapter 87, Kickbacks, prohibits any person from--

(1) Providing or attempting to provide or offering to provide any kickback;

(2) Soliciting, accepting, or attempting to accept any kickback; or

(3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier

Amendment 0001 Page 8 of 129 subcontractor.

(c)(1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operations and direct business relationships.

(2) When the Contractor has reasonable grounds to believe that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly report in writing the possible violation. Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Attorney General.

(3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause.

(4) The Contracting Officer may (i) offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii) direct that the Prime Contractor withhold, from sums owed a subcontractor under the prime contract, the amount of any kickback. The Contracting Officer may order the monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause. In either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld.

(5) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c)(5) but excepting paragraph (c)(1) of this clause, in all subcontracts under this contract that exceed the threshold specified in Federal Acquisition Regulation 3.502-2(i) on the date of subcontract award.

(End of Clause)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

(a) If the Government receives information that a contractor or a person has violated 41 U.S.C. 2102-2104, Restrictions on Obtaining and Disclosing Certain Information, the Government may--

(1) Cancel the solicitation, if the contract has not yet been awarded or issued; or

(2) Rescind the contract with respect to which--

(i) The Contractor or someone acting for the Contractor has been convicted for an offense where the conduct violates 41 U.S.C. 2102 for the purpose of either--

(A) Exchanging the information covered by such subsections for anything of value; or

(B) Obtaining or giving anyone a competitive advantage in the award of a Federal agency procurement contract; or

(ii) The head of the contracting activity has determined, based upon a preponderance of the evidence, that the Contractor or someone acting for the Contractor has engaged in conduct punishable under 41 U.S.C. 2105(a).

(b) If the Government rescinds the contract under paragraph (a) of this clause, the Government is entitled to recover, in addition to any penalty prescribed by law, the amount expended under the contract.

(c) The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law, regulation, or under this contract.

Amendment 0001 Page 9 of 129

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY (MAY 2014)

(a) The Government, at its election, may reduce the price of a fixed-price type contract and the total cost and fee under a cost-type contract by the amount of profit or fee determined as set forth in paragraph (b) of this clause if the head of the contracting activity or designee determines that there was a violation of 41 U.S.C. 2102 or 2103, as implemented in section 3.104 of the Federal Acquisition Regulation.

(b) The price or fee reduction referred to in paragraph (a) of this clause shall be--

(1) For cost-plus-fixed-fee contracts, the amount of the fee specified in the contract at the time of award;

(2) For cost-plus-incentive-fee contracts, the target fee specified in the contract at the time of award, notwithstanding any minimum fee or "fee floor" specified in the contract;

(3) For cost-plus-award-fee contracts--

(i) The base fee established in the contract at the time of contract award;

(ii) If no base fee is specified in the contract, 30 percent of the amount of each award fee otherwise payable to the Contractor for each award fee evaluation period or at each award fee determination point.

(4) For fixed-price-incentive contracts, the Government may--

(i) Reduce the contract target price and contract target profit both by an amount equal to the initial target profit specified in the contract at the time of contract award; or

(ii) If an immediate adjustment to the contract target price and contract target profit would have a significant adverse impact on the incentive price revision relationship under the contract, or adversely affect the contract financing provisions, the Contracting Officer may defer such adjustment until establishment of the total final price of the contract. The total final price established in accordance with the incentive price revision provisions of the contract shall be reduced by an amount equal to the initial target profit specified in the contract at the time of contract award and such reduced price shall be the total final contract price.

(5) For firm-fixed-price contracts, by 10 percent of the initial contract price or a profit amount determined by the Contracting Officer from records or documents in existence prior to the date of the contract award.

(c) The Government may, at its election, reduce a prime contractor's price or fee in accordance with the procedures of paragraph (b) of this clause for violations of the statute by its subcontractors by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was first definitively priced.

(d) In addition to the remedies in paragraphs (a) and (c) of this clause, the Government may terminate this contract for default. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract.

Amendment 0001 Page 10 of 129

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (JUN 2020)

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

Agency means executive agency as defined in Federal Acquisition Regulation (FAR) 2.101.

Covered Federal action means any of the following actions:

(1) Awarding any Federal contract.

(2) Making any Federal grant.

(3) Making any Federal loan.

(4) Entering into any cooperative agreement.

(5) Extending, continuing, renewing, amending, or modifying any Federal contract, grant, loan, or cooperative agreement.

Indian tribe and tribal organization have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450b) and include Alaskan Natives.

Influencing or attempting to influence means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal action.

Local government means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

Officer or employee of an agency includes the following individuals who are employed by an agency:

(1) An individual who is appointed to a position in the Government under Title 5, United States Code, including a position under a temporary appointment.

(2) A member of the uniformed services, as defined in subsection 101(3), Title 37, United States Code.

(3) A special Government employee, as defined in section 202, Title 18, United States Code.

(4) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, Title 5, United States Code, appendix 2.

Person means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law.

Reasonable compensation means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government.

Amendment 0001 Page 11 of 129

Reasonable payment means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector.

Recipient includes the Contractor and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization eligible to receive Federal contracts, grants, cooperative agreements, or loans from an agency, but only with respect to expenditures by such tribe or organization that are made for purposes specified in paragraph (b) of this clause and are permitted by other Federal law.

Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract. An officer or employee who is employed by such person for less than 130 working days within 1 year immediately preceding the date of the submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.

State means a State of the United States, the District of Columbia, or an outlying area of the United States, an agency or instrumentality of a State, and multi-State, regional, or interstate entity having governmental duties and powers.

(b) Prohibition. 31 U.S.C. 1352 prohibits a recipient of a Federal contract, grant, loan, or cooperative agreement from using appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered Federal actions. In accordance with 31 U.S.C. 1352, the Contractor shall not use appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the award of this contractor the extension, continuation, renewal, amendment, or modification of this contract.

(1) The term appropriated funds does not include profit or fee from a covered Federal action.

(2) To the extent the Contractor can demonstrate that the Contractor has sufficient monies, other than Federal appropriated funds, the Government will assume that these other monies were spent for any influencing activities that would be unallowable if paid for with Federal appropriated funds.

(c) Exceptions. The prohibition in paragraph (b) of this clause does not apply under the following conditions:

(1) Agency and legislative liaison by Contractor employees.

(i) Payment of reasonable compensation made to an officer or employee of the Contractor if the payment is for agency and legislative liaison activities not directly related to this contract. For purposes of this paragraph, providing any information specifically requested by an agency or Congress is permitted at any time.

(ii) Participating with an agency in discussions that are not related to a specific solicitation for any covered Federal action, but that concern--

(A) The qualities and characteristics (including individual demonstrations) of the person's products or services, conditions or terms of sale, and service capabilities; or

(B) The application or adaptation of the person's products or services for an agency's use.

(iii) Providing prior to formal solicitation of any covered Federal action any information not specifically requested but necessary for an agency to make an informed decision about initiation of a covered Federal action;

(iv) Participating in technical discussions regarding the preparation of an unsolicited proposal prior to its official submission; and

Amendment 0001 Page 12 of 129

(v) Making capability presentations prior to formal solicitation of any covered Federal action by persons seeking awards from an agency pursuant to the provisions of the Small Business Act, as amended by Pub.L. 95-507, and subsequent amendments.

(2) Professional and technical services. (i) A payment of reasonable compensation made to an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action.

(ii) Any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered Federal action or an extension, continuation, renewal, amendment, or modification of a covered Federal action if the payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that Federal action or for meeting requirements imposed by or pursuant to law as a condition for receiving that Federal action. Persons other than officers or employees of a person requesting or receiving a covered Federal action include consultants and trade associations.

(iii) As used in paragraph (c)(2) of this clause, ``professional and technical services'' are limited to advice and analysis directly applying any professional or technical discipline (for examples, see FAR 3.803(a)(2)(iii)).

(iv) Requirements imposed by or pursuant to law as a condition for receiving a covered Federal award include those required by law or regulation and any other requirements in the actual award documents.

(3) Only those communications and services expressly authorized by paragraphs (c)(1) and (2) of this clause are permitted.

(d) Disclosure. (1) If the Contractor did not submit OMB Standard Form LLL, Disclosure of Lobbying Activities, with its offer, but registrants under the Lobbying Disclosure Act of 1995 have subsequently made a lobbying contact on behalf of the Contractor with respect to this contract, the Contractor shall complete and submit OMB Standard Form LLL to provide the name of the lobbying registrants, including the individuals performing the services.

(2) If the Contractor did submit OMB Standard Form LLL disclosure pursuant to paragraph (d) of the provision at FAR 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, and a change occurs that affects Block 10 of the OMB Standard Form LLL (name and address of lobbying registrant or individuals performing services), the Contractor shall, at the end of the calendar quarter in which the change occurs, submit to the Contracting Officer within 30 days an updated disclosure using OMB Standard Form LLL.

(e) Penalties. (1) Any person who makes an expenditure prohibited under paragraph (b) of this clause or who fails to file or amend the disclosure to be filed or amended by paragraph (d) of this clause shall be subject to civil penalties as provided for by 31 U.S.C.1352. An imposition of a civil penalty does not prevent the Government from seeking any other remedy that may be applicable.

(2) Contractors may rely without liability on the representation made by their subcontractors in the certification and disclosure form.

(f) Cost allowability. Nothing in this clause makes allowable or reasonable any costs which would otherwise be unallowable or unreasonable. Conversely, costs made specifically unallowable by the requirements in this clause will not be made allowable under any other provision.

(g) Subcontracts.

(1) The Contractor shall obtain a declaration, including the certification and disclosure in paragraphs (c) and (d) of the provision at FAR 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, from each person…