12474018R0015.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

USDA-AMS-33SM

FREDERICKSBURG VA 22406

SUITE 101

100 RIVERSIDE PARKWAY

USDA AMS C&T

CODE 16. ADMINISTERED BYCODE

X

X

X

333922

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORUSDA-AMS-33SM

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

07/02/2018 1100 CT

06/18/2018

540-361-1126BEVERLY BROWN

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

12474018R0015

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 2 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

FREDERICKSBURG VA 22406

SUITE 101

100 RIVERSIDE PARKWAY

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

USDA AMS C&T

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Tax ID Number: Not Available DUNS Number: Not Available Lubbock Conveyor System Modifications and Maintenance Period of Performance: 06/07/2018 to 09/30/2023

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

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

2 2 of

STATEMENT OF WORK

C.1 DEFINITIONS

C.2 BACKGROUND:

The USDA, AMS, Cotton and Tobacco Program (C&T) operates High Volume Instruments (HVI) to electronically classify cotton samples (each approximately 8 ounces) that are taken from full bales (500 pounds) at gin locations and transported to designated testing laboratories operated by the C&T.

Cotton samples are tested on the HVI to test fiber length, strength, uniformity, micronaire, color and trash content. These instruments are solely relied upon by USDA and the domestic and international cotton industries to provide accurate and timely classification data for marketing purposes. The data is transmitted in real time, as samples are tested, to mainframe computers and made available to owners or agents of the cotton all over the world. C&T is considered the world’s leader in HVI testing and tests virtually every bale of cotton grown in the U.S. each year (approximately 15-18 million samples on average in a typical year) so speed, accuracy and efficiency are key components of the C&T operation in each of its ten testing locations across the Cotton Belt (cotton producing states across the United States).

C.3 SCOPE:

USDA, AMS, Cotton and Tobacco Program requests bids for a maintenance contract and modifications to a conveyance system that was installed in the fall of 2017. The maintenance

HVI “High Volume Instrument” The individual instruments utilized for actual cotton testing located in the classification (classing) lab area. The automation systems shall be able to accommodate up to 6 HVI workstations in the lab.

PA “Production Assistant” which is a position title for the individual preparing the cotton samples for distribution to the multiple workstation locations in the classing lab.

Classer The position title for the individual manually grading the cotton samples.

Contractor The company awarded the contract for providing the services required by this specification.

Conveyor A single conveyor within a multi-tiered conveyor system.

Conveyor System or System

The multi-tiered conveyors for the purpose of product distribution connecting multiple workstations to a central supply and return conveyor. A single conveyor system consists of 3 loader workstations, 6 HVI workstations and 3 classer workstations.

contract shall be a firm fixed price monthly cost to include all parts, labor, software updates, travel, etc. Maintenance will be for base year and four option years. Note: The maintenance contract will begin at the end of the one year warranty period for the conveyor system installed in the fall of 2017. The 1st maintenance period will begin at the end of the one year warranty and extend through March 31th of the following year. Each succeeding yearly maintenance period will be from April 1 through March 31.

The modifications include hardware, software and electronic modifications. The modifications listed below are designated for the Lubbock Cotton Classification Office located at 4316 Ironton Avenue in Lubbock, Texas. The contractor shall be responsible for all hardware, devices, electronics, wiring and labor to meet the specified requirements below. This work shall be completed by October 15th, 2018.

Future system enhancements/modifications are part of this contract but will be priced separately as (FFP) and will be issued under a separate contract modifications.

C.4 Overall Cotton Transport and Classification Process Described

• Sacks filled with approximately forty (40) cotton samples (each sample weighing one-half pound) will be received in the Memphis classing office receiving room via a USDA-contracted hauler.

• Cotton sacks are delivered into the receiving room via mobilized flexible conveyors or carts.

• A person will empty each cotton sack onto one of two (2) incline belt conveyors that shall transport the loose cotton samples to two fill workstations on each conveyance system.

• A person will fill containers with loose cotton samples which will then be transferred to load workstations.

• A person will prepare two variable weight, usually 8-15 gram, sub-samples from the primary cotton sample. Each sub-sample will be placed on a scale for mass determination prior to its delivery into a plastic container.

• The container is then transferred to the supply conveyor that delivers the containers filled with cotton to one of six HVI length/strength workstations for further testing.

• The return conveyor shall transport the containers from one of the six HVI length/strength workstations to one of the two Classer workstations.

• The Classer workstations contain conveyors that can accumulate containers up to the container in process.

• Once the cotton in the container at the classer workstation is processed and the cotton has been removed by the classer, the container returns to the empty return conveyor. The empty container is transported back to the fill workstations where the process resumes.

C.5 SPECIFICATIONS / REQUIREMENTS

C.5.1 CONVEYOR RAIL MODIFICATIONS

1. The conveyor rail shall be removed and the rail shall be replaced with the following requirements.

o The rail shall be placed at a height of 3 inches above the top of conveyor rollers which is measured from the bottom of the rail.

o The rail at each of the workstation entry points from the trunk conveyor shall produce a funnel entry such that the point of entry is 3 inches wider than the frame of the conveyor and tapers to the width of the container at a distance of 18 inches from the point of entry.

o The sensor mounts on the conveyor rail shall be slotted to allow for sensor adjustments of a minimum of 3 inches. Sensor wires shall be protected by a cover to reduce the possiblility of damage to the sensor or the wire going into the sensor.

C.5.2 SAMPLE FEED CONVEYOR MODIFICATION

1. The cotton sample feed conveyor shall be removed. It shall be replaced with a conveyor that is similar to the container supply conveyor.

2. The zone accumulation shall match the existing container supply conveyor with powered rollers, sensors and similar zone spacing.

3. A workstation shall be added to each side of the conveyor system in the receiving room area. The workstation shall contain a supply and return conveyor that is approximately 7 feet in length. The workstation shall also contain a container transfer that matches the existing roller transfers in the conveyor system.

4. The conveyor shall position the container in process to within a one (1) inch tolerance. in the area denoted by “Fill 1” in the container at a top of conveyor height of thirty-two (32) inches.

5. After the cotton in the container has been loaded, the completed container will be pushed by the PA approximately two (2) inches to a conveyor that will transport the container to the supply conveyor.

6. The bottom return conveyor shall be extended to allow all empty containers to enter these newly added workstations. An inclining conveyor shall be added on the main trunk to allow the empty containers to transfer to a fill height of thirty-two(32) inchs inlining to forty-two (42) inches and back down to thirty-two (32) inches at each load workstation.

Refer to attached drawing. The trunk conveyor with empty containers must incline prior to the trench in the receiving room as shown in the drawing.

7. The railing shall be installed along all conveyors which shall meet the requirements specified in the previous section labeled CONVEYOR RAIL MODIFICATIONS.

C.5.3 CLEATED INCLINE CONVEYOR

1. A cleated incline conveyor shall be installed to provide cotton samples from a sack into the loading area. The cleats shall be spaced no further than 18 inches on center and approximately 2.5 inches tall.

2. The cleated incline conveyor shall be approximately 96 inches in length and shall be installed to elevate from 12 inches from the floor to approximately 72 inches from the floor.

3. The cleated incline conveyor shall contain 12 inch side rails and a sack dumping area at the base that contains sloped side rails that produces a funnel effect for product transport.

4. The cleated incline conveyor shall drop cotton onto a chute that allows samples to slide down to the filling area labeled fill one and fill two on the attached drawing.

5. This chute shall be made out of stainless steel with a minimum of 3 inch sides to contain samples. There must be a product detection sensor at the top of the chute which will turn the incline conveyor off when it is made.

C.5.4 PA LOAD WORKSTATION CONVEYORS

1. There are six existing PA Load workstations that shall be modified as follows.

1. They shall include a sub-sample delivery system that utilizes an electronic scale, pneumatic venturi, PVC black piping and programming logic in the existing Allen Bradley PLC for cotton delivery.

2. Hardware shall be provided for the mounting of two loading areas for the two cotton sub-samples. Both of the loading areas shall be equipped with an electronic scale that is capable of measuring within 0 to 20 grams with resolution to within a half of a gram. It shall be capable of communicating with a PLC device.

3. Hardware shall be provided for the mounting of two venturi’s that shall be positioned directly over the two loading areas. The venturi piping shall extend from the scale to the designated container labeled as LOAD in the drawing. The loading area shall lock the container into position and the venturi piping shall extend into the container for delivery of the cotton sub-samples to minimize cotton lint loss. Each cup has a 4 inch diameter and is 3.75 inches deep. (Design shall be approved by USDA.)

4. The hardware design and install shall incorporate a method to minimize lint fly and dust to minimize the impacts of dust and lint to the employee.

5. The existing LOAD position shall be moved to a new position approximately 36 inches from its current position.

2. The modifications to the PLC programmable controller shall be as follows.

1. The container is detected in the LOAD position.

2. The loader places cotton into the two loading areas. A scale is utilized to measure the amount of cotton in each loading area. Each of the two loading areas will act independently in the following manner. If the scale contains a weight less than the adjustable lower gram parameter setting, usually 8-9 grams, a yellow light is illuminated to indicate low weight. If the scale contains a weight higher than the adjustable upper gram parameter setting, usually 14-15 grams, a red light is illuminated to indicate a high weight. If both scales contain a weight between adjustable low/upper parameter settings, a green light is illuminated for each loading area, both devices are activated to transfer the cotton from the scales into the container designated LOAD.

3. The container in the LOAD position is released.

4. The next container enters the LOAD position and the process repeats.

C.5.6 RAPID CONDITIONING UNIT CONVEYOR MODIFICATION

1. The rapid conditioning units shall be modified with end seals containing 1/16 inch neoprene rubber.

2. The units shall also be modified with side seals of 1/16 inch neoprene rubber.

3. The railing shall be raised to approximately 3 inches and the void area between the rail and the conveyor frame shall be filled with rubber seal material that is attached to the conveyor frame.

C.5.7 MAIN COMPUTER SYSTEM MODIFICATIONS

1. A database program shall be installed for tracking purposes.

2. The database shall track the number of containers processed per workstation per unit of time.

a. Time shall be monitored per hour, per shift, per day, per week, per month, per year.

3. The database shall track stalled containers and container transfer errors.

a. Errors will be designated with a numeric code for each section (e.g. loader = 100.

Classer =200, HVI=300, trunk = 400.

4. The diagnostic program will have the ability in off-line mode (manual mode), of activiating all pneumatically driven devices, individually power rollers, and all sensors for troubleshooting purposes.

5. The diagnostics shall have the capability in on-line mode to display the state of the pneumatic devices and sensors.

6. The diagnostic and database program shall run from the main control console, as well as , the supplied laptop computers for the system, with the possibliblity of running the programs from other handheld devices.

7. E-ropes will be replaced by e-stop push button type devices. A minimum of 5 buttons will be placed on the system. The contractor will collaborate with USDA on the location.

C.6 INSTALLATION / TESTING

This project is to be "turnkey" from start to finish. All electrical and mechanical work including plumbing required to make the conveyor system fully operational will be the responsibility of the contractor. All required moving equipment, tools, etc. shall be furnished by the contractor. The contractor should be aware that the area of installation will contain several testing instruments, classing tables, and ductwork protruding from the floor which will require care during installation to prevent damage. Test runs and adjustments to assure proper operation shall be performed by the contractor. All work must be of a standard that is considered satisfactory by USDA, AMS, Cotton and Tobacco Program.

C.7 CONVEYOR FRAME SUPPORTS AND FINISH

All conveyor rails, supports, brackets, paint colors shall match existing conveyance system.

C.8 MAINTENANCE CONTRACT REQUIREMENTS

An annual inspection shall also be required at a time to be specified each year by the USDA, Contracting Officer Representative. This will typically occur in the Spring of the year.

C.9 ACCEPTANCE:

The USDA personnel shall have 10 business days to operate and test the conveyor system performance prior to acceptance.

C.10 COR/COTR:

Steve Grantham (Memphis, TN): Phone: 901-384-3041 Fax: 901-384-3032 Roger Alldredge(Visalia, CA) Phone: 559-651-3015 Fax: 559-651-0752

C.11 ENGINEERING CHANGES

After contract award, the Government may solicit engineering changes to the equipment, software specifications, or other requirements of the contract. These changes may be proposed to save money, to improve performance, to save energy, or to satisfy increased processing requirements. If the proposed changes are acceptable to both parties, the Contractor shall submit a price change proposal to the Government for evaluation and consideration for a contract modification.

C.12 MAJOR FIELD MODIFICATIONS

If the Government requests on-site field modification of equipment, the Contractor shall provide a proposal detailing time, materials and associated costs for the request(s).

C.13 COMPLIANCE WITH APPLICABLE STATE AND FEDERAL LAWS:

The Contractor shall comply with all applicable Federal, State, and local laws, rules, regulations, ordinances, and directives, and all provisions required for this Contract.

CLAUSES

D.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 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572 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.— https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20

(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 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2033_2.html#wp1079912

(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 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031290 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031326 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).

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(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 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_8.html#wp1029202 https://www.acquisition.gov/ 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.

D.2 FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Items (JAN 2018)

(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.]

X__ (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).

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__ (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).

X__ (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.

X__ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C.

637(d)(2) and (3)).

X__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C.

637(d)(4)).

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__ (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)).

X__ (20) 52.219-16, Liquidated Damages—Subcon-tracting 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 (Jan 2018)

(E.O. 13126).

X__ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X__ (28) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

X__ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

X__ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.

793).

X__ (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

X__ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations

Act (Dec 2010) (E.O. 13496).

X__ (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

X__ (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA– Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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