2018_a.1204KK18Q0002_Solicitation.docx

1204KKQ180002

7. FOR SOLICITATION

LOCAL TIME 4:30 PM

10. THIS ACQUISITION IS

|_| UNRESTRICTED

|_| HUBZONE SMALL BUSINESS

|_| 13a. THIS CONTRACT IS A RATED ORDER

431 PATTERSON BRIDGE ROAD

P.O. BOX 909

Same as Block 9

FACILITY CODE

DUNS #____________________________

INVOICE PROCESSING PLATFORM

19.

ITEM NO,

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Janitorial Services for Emigrant Creek Ranger District;

Malheur N.F.

See page 2 of this solicitation for the Schedule of Items

(Use Reverse and/or Attach Additional Sheets as Necessary)

|X| 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 and ADDENDA |X| ARE |_| ARE NOT ATTACHED.

|X| 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 AND ADDENDA |X| ARE |_| ARE NOT ATTACHED.

28.

|X|

AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION (BLOCK 5), DATED (BLOCK 30c) INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 1449 (Rev. 4/2002)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA FAR (48 CFR) 53.212

Total for Item 1

Total for Item 2

Total for Item 3

TOTAL FOR ALL ITEMS

32a. QUANTITY IN COLUMN 21 HAS BEEN

32.g E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

|_| COMPLETE |_| PARTIAL |_| FINAL

|_| PARTIAL |_| FINAL

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV. 4/2002) BACK

Contract Terms and Conditions

1. PERFORMANCE WORK STATEMENT

The Contractor shall furnish all labor, supervision, transportation, equipment, supplies, and incidentals necessary to complete the required janitorial services, in accordance with the attached specifications. The Government will supply all supplies necessary for the successful performance of this contract other than the Contractor’s cleaning supplies. Janitorial services for the following buildings on the Malheur National Forest are included under this contract on the Emigrant Creek Ranger District:

Building #2104, GIS/Shop Office Building #2105, Bathroom/Shower Facility

Services shall be provided between the hours of 6:00 p.m. and 6:00 a.m.

1. PROJECT LOCATIONS AND SPECIFICATIONS

The buildings are located at the Emigrant Creek Ranger District Compound, 265 Hwy 20 South, Hines, Oregon. Janitorial services shall be provided for the following building numbers: 2004, 2008, 2009, 2104, and 2105. NOTE: Building numbers are shown on the Emigrant Creek District Compound Map.

The Government is not responsible for any error or variation in the square footage listed, nor will the Contractor, because of any error or variation in the square footage listed, be relieved of his/her responsibility to carry out the contract in accordance with the true intent and meaning of the specifications and there shall be no additional cost to the Government based solely on an error or variation in the square footage or other similar miscalculations listed. The descriptions below are the areas that are intended to be covered by the resultant contract.

Building #2004, Main Office This building has two bathrooms with vinyl flooring (308 square feet), carpeted office space (6,996 square feet), 2 foyers with vinyl flooring (184 square feet), two drinking fountains, two sinks, and two countertops. This building has one all-glass exterior door, one exterior door with glass, two all-glass interior doors, one interior door with glass, five interior windows, and 31 exterior windows.

Building #2008, Fuels Office This building has one bathroom with vinyl flooring (70 square feet) and carpeted office space (1,730 square feet). There are 17 exterior windows and one interior door with a window.

Building #2009, Fire Office This building has two bathrooms with vinyl flooring (57 square feet) and carpeted office space (1,743 square feet). There are 12 exterior windows, one exterior bathroom window, and one full-glass patio door.

Building #2104, GIS/Shop Office This building has two bathrooms with vinyl flooring (74 square feet) and carpeted office space (840 square feet). The building has five exterior windows and two exterior bathroom windows.

Building #2105, Bathroom/Shower Facility This building has two bathrooms with cement flooring (298 square feet) and four shower rooms with cement flooring (172 square feet.) The building has six exterior doors.

1. WORK PERFORMANCE STANDARDS

Floors:

· All floors shall be swept, mopped, vacuumed, or otherwise cleaned as necessary to provide a clean and debris-free appearance without disturbing the wax base (where applicable.)

· All carpets shall be spot cleaned as necessary to remove stains and shall be shampooed no less than twice a year. (minimum of April and October)

· All vinyl floors shall be stripped, waxed, and buffed no less than twice a year. (minimum of April and October)

· Areas around furniture and under furniture with a vertical clearance shall be kept clean and free of debris.

· Work does not include picking up items left on the floor by personnel.

· The Contractor shall notify the Contracting Officer’s Representative (COR) five business days prior to waxing and/or shampooing floors in order to make arrangements to allow for removal of employee personal items from the floors.

Ceilings, Walls, Doors, Vent Covers, Sills, Windows, Blinds, and Light Fixture Covers:

· All ceilings, walls, doors, vent covers, sills, windows, blinds, and light fixture covers shall be cleaned as necessary to remove stains, streaks, cobwebs, smudges, dust, dead bugs, and other grime.

· All corners, flat surfaces, window ledges, and venetian blinds shall be cleaned as necessary to be free of dirt, dust, and cobwebs inside buildings.

Bathrooms, Kitchen Areas, & Drinking Fountains:

· All drinking fountains and sinks shall be cleaned and disinfected as necessary to remove water marks, encrustations, and debris.

- All fixtures and equipment, to include stalls, toilets, basins, dispensers, counters, railings, door knobs, light switches, mirrors, and other fixtures shall be cleaned and disinfected as necessary to remove all trash, dirt, stains, smudges, and water marks.

· All paper products, soap dispensers, and odor-absorbing deodorizers shall be replenished as necessary to maintain adequate supplies for each bathroom and kitchen area. These supplies will be Government-furnished.

Cleaning Furniture:

Waste Water, Trash, & Containers:

Exterior Steps, Walkways, & Windows:

1. ACCEPTABLE QUALITY LEVELS

The Government will record inspection observations in a written inspection report that is based upon all the written performance standards in this contract.

When unacceptable performance is observed, the Contractor will be notified in writing. Failure to correct unsatisfactory performance or continued failure to perform satisfactorily may be grounds for termination of the Contractor’s right to proceed, with work under contract.

1. CONTRACTOR QUALITY CONTROL SYSTEM

The Contractor shall identify the quality control inspection system it will use to ensure that contract specifications will be achieved. At no time shall the Contractor rely upon Government inspections to provide notification of unsatisfactory performance. The Contractor shall produce written inspection records in a format and at times and places satisfactory to the Contracting Officer. Inspection records shall be made available upon request of the Contracting Officer and be maintained until the date of contract closure. The Contracting Officer may observe the Contractor's inspection at any time and shall otherwise have unlimited access to the inspection data.

The Contractor shall provide a job-specific quality control plan at the post award conference.

1. GOVERNMENT QUALITY ASSURANCE SURVEILLANCE PLAN

(a) The Government will make inspections periodically as work progresses or is completed to determine compliance with contract specifications and acceptability of work. Inspections will provide the basis for measurement of payments. Acceptance of work will be based on the Government’s evaluation of the work results, not the method of performance.

(b) If Government inspections indicate that work is not performed in accordance with the contract specifications, the COR will immediately notify the Contractor in writing and order rework and improvement in the quality of work.

(c) The Government will record inspection observations in a written report. Government inspection will consist of the following:

Floors: Visually inspect all floors to ensure they have a clean and debris-free appearance.

Ceilings, Walls, Doors, Windows, and Blinds: Visually inspect to ensure that dust, stains, streaks, smudges, cobwebs, debris, and other grime is removed.

Bathrooms, Kitchen Areas & Drinking Fountains: Visually inspect fixtures and equipment to ensure that all trash, dirt, stains, smudges, and watermarks have been removed. Check that dispensers have been replenished and drinking fountains have had watermarks, incrustations, and debris removed.

Lobby and Conference Room Furniture: Visually inspect to ensure that furniture has a clean appearance.

Waste Water, Trash & Containers: Visually inspect containers to ensure that they have been emptied, have a clean appearance and liners replaced as needed. Ensure all waste and waste water has been disposed of properly.

Exterior Steps, Walkways, and Windows: Visually inspect to ensure that dust, dirt, cobwebs, streaks, smudges, and other grime is removed.

1. SAFETY

Prevention of Slips and Falls:

· To help prevent accidents, the Contractor shall post wet floor areas with signs or barricade areas to restrict access.

· The Contractor shall post signs whenever mopping, stripping, or finishing floors.

· Pay particular attention on stormy days to building entrances, stairways, hallways, and restrooms.

· The Contractor shall ensure adequate safety precautions are being exercised while cleaning exterior windows, especially those that are on the second story.

Safe Use of Cleaning Materials and Other Chemicals:

Maintenance and custodial work requires the use of several cleaning materials. Some of these can be dangerous if used improperly. The Contractor shall implement the following procedures at a minimum:

· Keep materials labeled.

· Follow the directions for use. Be sure the chemical is properly diluted.

· Wear protective garments such as rubber gloves or goggles if necessary or required.

· Provide adequate ventilation to prevent the buildup of fumes or gases.

· If an individual is exposed to a chemical, get prompt attention; and, if necessary, get medical help. Check the Material Safety Data Sheet (MSDS) for the material and/or the label on the container.

· Do not use unknown chemicals. Find out what it is or dispose of it safely.

Electrical Hazards:

Electrically-powered equipment can be dangerous if used improperly. Use of electrical equipment on a wet floor or under wet conditions can be very dangerous. The Contractor shall follow these procedures at a minimum:

· Do not use equipment with a spliced cord or with cut or exposed wires, broken wires, a short, or a damaged ground.

· Report damaged equipment, any equipment that gives a shock, or grounds that have been tampered with to your supervisor.

· Ground all equipment before use.

Fire Safety and Prevention—The Contractor shall immediately notify the Government of any fires sighted on or in the vicinity of the work site.

Always be alert to recognize potential fire hazards. If smoke or fire is discovered:

· Immediately evacuate the area of the fire.

· Evacuate the building.

· Sound the alarm if possible.

· Call the fire department, then your supervisor and the Government (COR).

Contractor shall furnish MSDS sheets on all products used to perform required services. In addition, the Contractor shall submit a safety plan to the Contracting Officer, in compliance with the Occupational Safety and Health Administration (OSHA). This job-specific safety plan shall address the areas listed above at a minimum, and shall be submitted prior to start work or at the post-award conference.

7. GOVERNMENT-FURNISHED PROPERTY

The Government will provide a PIN code for gate access, an office key for the GIS Shop, a key for the Fuels Office, the Fire Office, and an access key for the Main Office. The Government will supply all supplies necessary for the successful performance of this contract other than the Contractor’s cleaning supplies. The Government will provide a secure storage area for janitorial supplies and equipment.

8. PERSONAL PROTECTIVE EQUIPMENT

The Contractor will train all workers who will be using the equipment in the safe operation and use of equipment.

Personal protective equipment, including personal protective equipment for eyes, face, head, and extremities shall be provided, used, and maintained in a sanitary and reliable condition wherever it is necessary by reason of hazards or processes encountered in a manner capable of causing injury or impairment in the function of any part of the body.

Defective or damaged personal protective equipment shall not be used.

The Contractor shall provide, at no cost to the employee, eye protection where there is potential for eye injury due to flying objects. This eye protection must meet the minimum requirements of ANSI standard Z87.1-2003.

The Contractor shall provide, at no cost to the employee, hearing protection where there is a potential for hearing loss due to high intensity noise, if necessary.

9. KEYS

The Government will provide door keys/combinations as required for admittance of Contractor’s employees after hours for the buildings covered under the resultant contract. The Contractor shall be responsible for any damage, theft, or other misconduct of employees if unauthorized entry into a building is gained by use of the Government provided keys/combinations. Keys shall be returned to the Contracting Officer’s Representative prior to the final payment. If the keys are not returned, final payment may be held.

10. SECURITY

The Government may require additional screening for security measures of the Contractor and any employee of the Contractor’s firm. Screening and record searches may require additional information to be provided to the Government upon request. Failure to provide the information requested by the Government within a reasonable time frame may result in termination of the Contractor’s right to proceed.

Access to a Government facility shall be limited to only those individuals employed by the Contractor. While cleaning, no building shall be left unlocked. Contractor shall not admit others to the buildings. The Government reserves the right to remove any Contractor employee or awardee that is, in the Government’s estimation, a security risk for the Government.

There is a cost for each background investigation. The Government will cover the cost of these background investigations for each initial employee of the Contractor. Subsequent required background investigations, regardless of the reason (i.e., new employee, Government requests removal of an employee, etc.) shall be billed to the Contractor.

Emigrant Creek Ranger District has several security cameras located throughout the compound. The primary purpose of the security cameras is to deter threats and harm to the employees, visitors, property, buildings, and equipment as a result of intrusion, sabotage, criminal activity, or terrorism and to provide information if an incident occurs. Security cameras are displayed on computer monitors on the compound and are recorded through a closed circuit network at all times. Security footage may be viewed and used by authorized management officials and/or law enforcement for investigations into criminal investigations, or at any other time management deems appropriate.

1. CONTRACT RELEASE

When submitting final payment, Contractor shall provide a signed and dated contract release that includes the following information: "In consideration of receipt of final payment in the amount of $__________ Contractor hereby releases the United States of America from any and all obligations arising under this contract and any modifications thereof except as reserved herein. Reservations: ______________".

1. MEASUREMENT AND PAYMENT

Payment will be made monthly in arrears for janitorial services satisfactorily provided. Payment may be withheld, at the Government’s discretion, until all performance standards have been met.

Funds are not presently available for performance under this contract beyond March 15, 2019. The Government’s obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond March 15, 2019, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

1. INVOICE PROCESSING PLATFORM (IPP)

The “Submit Invoice-to” address for USDA orders is the Department of Treasury’s Invoice Processing Platform (IPP). The Contractor must follow the instructions on how to register and submit invoices via IPP as prescribed in the previous communications from USDA and Treasure. All invoices shall be submitted via the electronic Invoice Processing Platform. This platform is managed by the U.S. Department of Treasury and additional information is available at this website: https://www.ipp.gov/index.htm.

Vendors register at: https://www.ipp.gov/vendors/enrollment-vendors.htm to establish an account.

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

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee's employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor's employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

1. FAR 52.211-10 COMMENCEMENT, PROSECUTION AND COMPLETION OF WORK (APR 1984)

The Contractor shall be required to (a) commence work under this contract within three calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than March 15, 2019 for the base year. The time stated for completion shall include final cleanup of the premises.

NOTE: Estimated start work date and contract time is as follows:

1. FAR 52.212-4 Contract Terms and Conditions - Commercial Items. (JAN 2017)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

ADDENDUM TO FAR 52.212-4 The following clauses are hereby incorporated by reference or full text as appropriate:

FAR 52.236-7 PERMITS AND RESPONSIBILITIES (NOV 1991)

FAR 52.236-13 ACCIDENT PREVENTION (NOV 1991)

1. FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders - Commercial Items. (NOV 2017)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(3) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Jan 2011) of 52.219-4.

__ (13) [Reserved] X (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Nov 2016) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

X (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

X (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Oct 2016) (E.O. 13126).

X (27) 52.222-21,…