140A1119Q0043_Without_SF-1449.pdf

BIA Western Regional Office Sol. No. 140A1119Q0043

CONTENTS

1. SECTION B SUPPLIES OR SERVICES AND PRICES

QUOTE SCHEDULE

2. SECTION C DESCRIPTION / SPECIFICATIONS

Specification / Statement of Work / Performance Work Statement

3. SECTION F DELIVERIES OR PERFORMANCE

52.242-15 Stop-Work Order August 1989

4. SECTION G CONTRACT ADMINISTRATION DATA

DOI Electronic Invoicing and Payment Requirements – Invoice Processing Platform (IPP) April 2013

5. SECTION H SPECIAL CONTRACT REQUIREMENTS

No Text Messaging While Driving (policy) Tribal Taxes, Requirements and /or Restrictions Core Working Hours: Days of Work / Hours of Work

6. SECTION I CONTRACT CLAUSES

1452.226-70 Indian Preference. —Department of the Interior April 1984 (Deviation) 52.203-16 Preventing Personal Conflicts of Interest December 2011 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 October 2016 52.204-13 System for Award Management Maintenance October 2016 52.212-4 Contract Terms and Conditions -- Commercial Items October 2018 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items January 2019 52.217-8 Option to Extend Services November 1999 52.217-9 Option to Extend Term of the Contract Mar 2000 52.223-3 Hazardous Material Identification and Material Safety Data January 1997

52.223-5 Pollution Prevention and Right-to-Know Information May 2011 52.223-18 Encouraging Contractor Policies to Ban Text Messaging

While Driving August 2011 52.228-5 Insurance—Work on a Government Installation January 1997 52.229-3 Federal, State and Local Taxes February 2013

52.232-1 Payments April 1984 52.232-8 Discounts for Prompt Payment February 2002 52.232-11 Extras April 1984 52.232-25 Prompt Payment January 2017 52.232-39 Unenforceability of Unauthorized Obligations January 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors December 2013 52.233-3 Protest after Award August 1996 52.236-7 Permits and Responsibilities November 1991

52.237-1 Site Visit April 1984 52.237-2 Protection of Government Buildings, Equipment, and Vegetation April 1984 52.237-3 Continuity of Services January 1991 javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

52.203-99 Prohibition on Contracting with Entities that Require Certain February 2015 Confidentiality Agreements (DEVIATION 2015-02)

52.252-2 Clauses Incorporated by Reference February 1998

7. SECTION J LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

By Reference - Applicable Service Contract Act (SCA) Wage Determination No. WD 15-5469 DOI Policy - Prohibition on Texting While Driving

8. SECTION K REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF BIDDERS

52.203-98 Prohibition on Contracting with Entities that Require Certain Internal

Confidentiality Agreements—Representation February 2015 (Deviation 2015-02) 52.203-18 Prohibition on Contracting with Entities that Require Certain Internal

Confidentiality Agreements or Statements-Representation January 2017 52.204-17 Ownership or Control of Offeror July 2016 52.204-19 Incorporation by Reference of Representations and Certifications December 2014 52.204-20 Predecessor of Offeror July 2016 52.209-2 Prohibition on Contracting with Inverted Domestic Corporations—

Representation November 2015 52.209-7 Information Regarding Responsibility Matters July 2013 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law February 2016 52.209-12 Certification Regarding Tax Matters February 2016 52.212-3 Offeror Representations and Certifications -- Commercial Items October 2018 52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran—Representation and Certifications October 2015

9. SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO BIDDERS

Quote completion & submission Instructions 1452.233-2 Service of Protest Department of the Interior July 1996 (Deviation) 52.204-6 Unique Entity Identifier July 2013 52.204-7 System for Award Management October 2016 52.204-16 Commercial and Government Entity Code Reporting July 2016 52.204-18 Commercial and Government Entity Code Maintenance July 2016 52.212-1 Instructions to Offerors -- Commercial Items January 2017 52.233-2 Service of Protest September 2006

10. SECTION M EVALUATION FACTORS FOR AWARD

General 52.212-2 Evaluation—Commercial Items October 2014 javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

SECTION B SUPPLIES OR SERVICES AND PRICES

Applicable Service Contract Act Wage Determination No.: 15-5469, Rev. No. 9, 12/26/2018

CONTRACTOR________________________________________ DUNS#________________________________

PHONE # ___________________________________ EMAIL ADDRESS____________________________________

The quote amount is to be inclusive of all costs to complete the requirement, including but not limited to, all applicable taxes (Federal, State & Tribal), all labor and supervision, equipment, material & supplies, permits, etc.

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Section C Scope of Work

San Carlos Irrigation Project Coolidge, AZ 85128

• Provide scheduled maintenance services on an annual basis for a base and 4 option years at SCIP

Headquarters to building back-up generator located at 13805 North Arizona Blvd., Coolidge, AZ 85128

• Perform Quarterly Operational Inspection Services

• Perform Level I two hour Load Bank Testing

• Provide 24 hour emergency services on an as needed basis

BACKGROUND:

The new SCIP building back-up generator is currently not covered by any service or maintenance agreement.

This Statement of Work and subsequent agreement will establish a service and maintenance agreement/contract for the SCIP building back-up generator.

EQUIPMENT:

Make: Kohler Model: 150REOZJD Serial Number: 2286693 kW: 150 Fuel Type: Diesel

DELIVERABLES:

1. Annual Scheduled Maintenance Service Package – Planned maintenance services in accordance with the manufacturer’s recommendations and provide resultant reports showing work performed and test results highlighting any defects discovered. The Annual Service may be conducted in conjunction with other contracted services and the services listed shall be performed as described below:

A. Change engine oil and filter(s).

B. Cut oil filter(s) open to inspect for debris.

C. Draw oil sample. Customer will be provided with analysis report if there are any indications of problems.

D. Change coolant filter(s), if applicable.

E. Change fuel filter(s).

F. Inspect used fuel filters for algae.

G. Inspect air filters and quote replacement as required.

H. Inspect engine for leaks and/or component wear; verify all fluid levels.

I. Test all engine safeties and start control systems for correct operation.

J. Test and service engine coolant. Inspect cooling system including filler cap and water pump for any leaks; inspect all hoses and tighten hose clamps/fittings as needed. Record coolant protection level(s).

K. Inspect and grease fan drive assembly; inspect all belts for wear and/or abnormalities.

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L. Inspect complete fuel delivery system; inspect and grease governor linkage.

M. Check jacket water heater for correct operation.

N. Inspect battery charger and test batteries for maximum reliability. Record voltage levels during crank cycle to establish minimums and trends.

O. Testing of Automatic Transfer Switch (ATS) and Generator Auto-Control with customer’s approval only. Vendor will notify SCIP management prior to conducting ATS test.

1. Check all wiring for wear and/or damage.

2. Perform operational test of ATS and record all time frames.

3. Check indicator lights.

4. Check all timers for correct values; adjust as needed.

5. Summarize condition and itemize any repairs required.

P. Operate engine/generator at no load.

1. Check and record engine pressure and temperature valves.

2. Check and record generator voltage and frequency; voltage regulation, controls and safety devices for proper operation, adjust as necessary.

3. Dispose of solvents, chemicals and materials reclaimed during the service(s) in compliance with

EPA standards.

4. Inspect rear generator bearing and record air gap between exciter field and exciter armature.

5. Inspect generator wiring and voltage regulator for wear or damages.

6. Will provide a detailed report of work performed, overall condition of unit(s) and potential problems that becomes aware, and recommendation(s) of the most economical repair alternative to assure maximum reliability. Quotation(s) will be forwarded for Customer’s clarity and approval.

2. Three quarterly Operational Inspection Service(s). Operational Inspection Service(s) shall be performed in conjunction with other contracted services. Services listed are performed as follows:

A. Inspect engine for leaks and/or component wear; verify all fluid levels.

B. Test all engine safeties and start control systems for correct operation.

C. Test and service engine coolant. Inspect cooling system including filler cap and water pump for any leaks; inspect all hoses and tighten hose clamps/fittings as needed. Record coolant protection level(s).

D. Inspect and grease fan drive assembly; inspect all belts for wear and/or abnormalities.

E. Inspect complete fuel delivery system; inspect and grease governor linkage.

F. Check jacket water heater for correct operation.

G. Inspect battery charger and test batteries for maximum reliability. Record voltage levels during crank cycle to establish minimums and trends. Vendor will notify SCIP management prior to conducting ATS test.

H. Testing of Automatic Transfer Switch (ATS) and Generator Auto-Control with customer’s approval only.

1. Check all wiring for wear and/or damage.

2. Perform operational test of ATS and record all time frames.

3. Check indicator lights.

4. Check all timers for correct values; adjust as needed.

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5. Summarize condition and itemize any repairs required.

I. Operate engine/generator at no load.

1. Check and record engine pressure and temperature values.

2. Check and record generator voltage and frequency; voltage regulation, controls and safety devices for proper operation, adjust as necessary.

J. Dispose of solvents, chemicals and materials reclaimed during the service(s) in compliance with EPA standards.

K. Inspect rear generator bearing and record air gap between exciter field and exciter armature.

L. Inspect generator wiring and voltage regulator for wear or damages.

M. Will provide a detailed report of work performed, overall condition of unit(s) and potential problems that contractor becomes aware of, and recommendation(s) of the most economical repair alternative to assure maximum reliability. Quotation(s) will be provided for Customer’s clarity and approval.

3. One Load Banking – Level I, Two Hour – This service will ensure the Customer an internally clean running engine, preventing carbon build up as well as testing peak performance of the governor, cooling system, turbo charger (if applicable), voltage regulator, alternator performance and engine horse power at optimum condition for Emergency service status. Load Bank Service may be conducted with other contracted services and the services listed shall be performed as described below:

A. Load test generator, using portable load bank provided by:

Per NFPA110 Test run generator set for a minimum of two (2) continuous hours.

Run the generator for 30 minutes with not less than 25% load.

Run the generator for 30 minutes with not less than 50% load.

Run the generator for 60 minutes with not less than 75% load.

Run the generator for 1 minute at 100% load.

B. Check and record engine oil pressure and coolant temperature values.

C. Check and record generator voltage and frequency, voltage regulation, controls, and safety devices for proper operation.

D. Provide a detailed load test report to the customer, documenting all data and readings during load test.

4. Emergency Services:

Vendor will provide Customer with Emergency Service, available 24 hours a day, 7 days a week, to meet the needs of the Customer. Emergency Service will be provided on a time and materials basis; time and material labor rates will be based on current market forces.

In the vent the vendor refuels the generator at SCIP’s request, the vendor will use the required specified fuel at current market prices.

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SECTION F DELIVERIES OR PERFORMANCE

52.246-4 Inspection of Services—Fixed Price

(a) Definition: “Services,” as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may --

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may --

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

52.242-15 Stop-Work Order August 1989

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either -- (1) Cancel the stop-work order; or (2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if -- (1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

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SECTION G CONTRACT ADMINISTRATION DATA

DOI ELECTRONIC INVOICING Electronic Invoicing and Payment Requirements – Invoice Processing Platform (IPP) April 2013

Payment requests must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System

(IPP).

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Items included in commercial item contracts.

The IPP website address is: https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice [CO to edit and include the documentation required under this contract]: Contractors shall attach a hard copy of their invoice in IPP when submitting invoices via IPP.

Invoices will be rejected if no invoice is attached.

The Contractor must use the IPP website to register, access and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in SAM will receive enrollment instructions via email from the Federal Reserve Bank of Boston (FRBB) within 3

- 5 business days of the contract award date. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@bos.frb.org or phone (866) 973-3131.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.

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SECTION H SPECIAL CONTRACT REQUIREMENTS

NO TEXT MESSAGING WHILE DRIVING

The contractor shall comply with FAR Clause 52.223-18 “Encouraging Contractor Policies to Ban Text Messaging While Driving” and DOI Policy “Prohibition on Texting While Driving” when operating a Government vehicle.

TRIBAL TAXES, REQUIREMENTS AND /OR RESTRICTIONS

Special attention is called to FAR Clause 52.236-7, Permits and Responsibilities and FAR Clause 52.229-3, Federal, State, and Local Taxes.

Bidders are responsible for contacting the Tribe or Tribal Organization involved with regard to any requirements regarding tribal taxes, royalties and/or other applicable tribal laws or ordinances. Any costs associated with this section shall be included in the contractor's quote amount.

(A) Quoters are responsible to contact their State Department of Revenue regarding State taxes.

Core Working Hours: Days of Work / Hours of Work

The Bureau of Indian Affairs daily core working hours are 8:00 AM – 5:00 PM Monday through Friday. The Agency is closed on all designated Federal holidays.

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SECTION I CONTRACT CLAUSES

1452.226-70 Indian Preference. —Department of the Interior April 1984 (Deviation)

(a) The Contractor agrees to give preferences to Indians who can perform the work required regardless of age (subject to existing laws and regulations), sex, religion, or tribal affiliation for training and employment opportunities under this contract and, to the extent feasible consistent with the efficient performance of this contract, training and employment preferences and opportunities shall be provided to Indians regardless of age (subject to existing laws and regulations), sex, religion, or tribal affiliation who are not fully qualified to perform under this contract. The Contractor also agrees to give preference to Indian organizations and Indian-owned economic enterprises in the awarding of any subcontracts consistent with the efficient performance of this contract. The Contractor shall maintain such records as are necessary to indicate compliance with this paragraph.

(b) In connection with the Indian employment preference requirements of this clause, the Contractor shall also provide opportunities for training incident to such employment. Such training shall include on-the-job, classroom, or apprenticeship training which is designed to increase the vocational effectiveness of an Indian employee.

(c) If the Contractor is unable to fill its training and employment needs after giving full consideration to Indians as required by this clause, those needs may be satisfied by selection of persons other than Indians in accordance with the clause of this contract entitled “Equal Opportunity.”

(d) If no Indian organizations or Indian-owned economic enterprises are available for awarding of subcontracts in connection with the work performed under this contract, the Contractor agrees to comply with the provisions of this contract involving utilization of small business concerns, small business concerns owned and controlled by socially and economically disadvantaged individuals, or labor surplus area concerns.

(e) As used in this clause:

(1) “Indian” means a person who is a member of an Indian Tribe. If the Contractor has reason to doubt that a person seeking employment preference is an Indian, the contractor shall grant the preference but shall require the individual within thirty (30) days to provide evidence from the Tribe concerned that the person is a member of that Tribe.

(2) “Indian organization” means the governing body of any Indian Tribe or entity established or recognized by such governing body in accordance with the Indian Financing Act of 1974 (88 Stat. 77; 25 U.S.C. 1451); and

(3) “Indian-owned economic enterprise” means any Indian-owned commercial, industrial, or business activity established or organized for the purpose of profit provided that such Indian ownership shall constitute not less than 51 percent of the enterprise.

(4) “Indian Tribe” means an Indian Tribe, band, nation, or other organized group or community, including any Alaska Native village or regional or village corporation as defined in or established pursuant to the Alaska Native Claims Settlement Act (85 Stat. 668; 43 U.S.C. 1601) which is recognized as eligible for the special programs and services provided by the United States to Indians because of their status as Indians.

(f) The Contractor agrees to include the provisions of the clause including this paragraph (f) in each subcontract awarded under this contract.

(g) In the event of noncompliance with this clause, the Contractor's right to proceed may be terminated in whole or in part by the Contracting Officer and the work completed in a manner determined by the Contracting Officer to be in the best interests of the Government.

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper May 2011

(a) Definitions. As used in this clause— “Postconsumer fiber” means— (1) Paper, paperboard, and fibrous materials from retail stores, office buildings, homes, and so forth, after they have passed through their end-usage as a consumer item, including: used corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards; and used cordage; or (2) All paper, paperboard, and fibrous materials that enter and are collected from municipal solid waste; but not (3) Fiber derived from printers’ over-runs, converters’ scrap, and over-issue publications.

(b) The Contractor is required to submit paper documents, such as offers, letters, or reports that are printed or copied double-sided on paper containing at least 30 percent postconsumer fiber, whenever practicable, when not using electronic commerce methods to submit information or data to the Government.

52.204-13 System for Award Management Maintenance October 2016

(a) Definitions. As used in this clause— “Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

“Registered in the System for Award Management (SAM) database” means that— (1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM database; (2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database; (3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process;

and (4) The Government has marked the record “Active”.

“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes— (1) Data collected from prospective Federal awardees required for the conduct of business with the Government; (2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and (3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

“Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

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(b) The Contractor is responsible 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.

(c) (1) (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 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 of the FAR; and (C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(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. (2) 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 FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM.

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. (3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov. for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(d) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.acquisition.gov.

52.212-4 Contract Terms and Conditions—Commercial Items October 2018

(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 request for relief, claim, appeal, or action arising under or relating to the contract, and comply with any decision of the Contracting Officer.

(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 --javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','') 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/sites/default/files/current/far/html/www.sam.gov https://www.acquisition.gov/

(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— javascript:__doPostBack('ctl00$ctl00$body$homebody$RecentDocuments$C$RecentDocumentsControl$RecentDocumentResults$ctl00$DocumentNumberLink','')

(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 at 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:

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(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.

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(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 Use 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.

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Items January 2019

(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) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 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 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

XX (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (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).

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

XX (8) 52.209-6, Protecting the Government’s Interest…