B08 - Solicitation v2_0001.pdf

140G0120Q0088

1. REQUEST NO.

5a. ISSUED BY

NAME

a. NAME

c. STREET ADDRESS

d. CITY

10. PLEASE FURNISH QUOTATIONS TO

THE ISSUING OFFICE IN BLOCK 5a ON

OR BEFORE CLOSE OF BUSINESS (Date)

2. DATE ISSUED 3. REQUISITION/PURCHASE REQUEST NO. 4. CERT. FOR NAT. DEF.

UNDER BDSA REG. 2

AND/OR DMS REG.1

RATING

6. DELIVERY BY (Date)

7. DELIVERY

9. DESTINATION

a. NAME OF CONSIGNEE

b. STREET ADDRESS

PAGE OF PAGES

5b. FOR INFORMATION CALL: (No collect calls)

TELEPHONE NUMBER

AREA CODE NUMBER

8. TO:

b. COMPANY

e. STATE f. ZIP CODE

c. CITY

d. STATE e. ZIP CODE

IMPORTANT: This is a request for information, and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5a. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or services. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotations must be completed by the quoter.

11. SCHEDULE (Include applicable Federal, State and local taxes)

THIS RFQ

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

IS IS NOT A SMALL BUSINESS SET ASIDEX

03/02/2020 0040455193

1 27

205 NATIONAL CENTER

12201 SUNRISE VALLEY DRIVE

RESTON VA 20192

USGS NATIONAL ACQUISITION BRANCH

Multiple

703 648-7312Michael Lepe

03/17/2020 1000 ET

FOB DESTINATION

OTHER

(See Schedule)X

ITEM NO.

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

Please provide open market firm-fixed discounted pricing for the following in accordance with "Attachment A", which contains "Instructions to Vendors, Statement of Work (SOW)/Specifications, and Applicable Clauses."

For questions regarding this solicitation, contact:

Michael Lepe Contract Specialist mlepe@usgs.gov Legacy Doc #: UGS

Continued ...

12. DISCOUNT FOR PROMPT PAYMENT

a. 10 CALENDAR DAYS (%) b. 20 CALENDAR DAYS (%) c. 30 CALENDAR DAYS (%) d. CALENDAR DAYS

NUMBER PERCENTAGE

NOTE: Additional provisions and representations

13. NAME AND ADDRESS OF QUOTER

b. STREET ADDRESS

c. COUNTY

d. CITY e. STATE f. ZIP CODE

14. SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

16. SIGNER

a. NAME (Type or print)

c. TITLE (Type or print)

a. NAME OF QUOTER

AREA CODE

NUMBER

15. DATE OF QUOTATION

b. TELEPHONE are are not attached

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

STANDARD FORM 18 (REV. 6-95)

Prescribed by GSA - FAR (48 CFR) 53.215-1(a)

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 27

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

140G0120Q0088

00010 NW CASC ECOADAPT

Period of Performance: Date of award through 12 months.

00020 Option Year One (1) - NW CASC ECOADAPT

(Option Line Item)

Option Period 1: 12 months immediately following

Base period of performance.

00030 Option Year Two (2) - NW CASC ECOADAPT

(Option Line Item)

Option Period 2: 12 months immediately following

Option Period 1 period of performance

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Attachment A – RFQ 140G0120Q0088

INSTRUCTIONS TO VENDORS

A discounted open-market firm-fixed priced quotation and technical quotation package for Synthesizing and disseminating climate adaptation information for the USGS (per Statement of Work below) shall be submitted by 10:00 AM EST, Tuesday, March 17, 2020 to the Contact Specialist, Michael Lepe, via email at mlepe@usgs.gov. Faxed or mailed quotations will not be accepted. Vendor shall supply the USGS with a thorough quotation package demonstrating how they meet all requirements within the evaluation criteria.

Quotation package shall be thorough enough to allow the USGS to perform a proper evaluation.

The following additional information must be supplied along with your quotation. Failure to submit this information may deem your quotation non-responsive and your quotation may not be considered.

1) Vendor’s technical capabilities statement (not to exceed two pages)

2) Breakdown of the total firm-fixed pricing for the 12 month base period and three 12 month option periods

3) Breakdown of labor costs and individual labor categories

4) Breakdown of travel costs

5) Resume(s) of key personnel

6) Federal Tax ID Number

7) Business Size Classification

8) DUNS Number

The award resulting from this RFQ will be based on lowest price technically acceptable (LPTA) quote. In determining technical acceptability, the following non-pricing criteria will be considered, not listed in any the particular order of importance:

• Technical – Vendors ability to meet all aspects of the requirements listed in the Statement of Work/Specifications

• Experience – Vendors experience with the task outlined in the Statement of Work/Specifications

• Past performance – General recent experience and references (within the past two years)

All questions regarding this RFQ shall be sent to the Contract Specialist (mlepe@usgs.gov) via email no later than 10:00 AM EST, Monday, March 9, 2020. Vendors are urged to select one (1) representative from their firm to present all questions. Phone calls and late questions will not be accepted.

(End of Instructions) mailto:mlepe@usgs.gov

STATEMENT OF WORK

Synthesizing and Disseminating Climate Adaptation Science for the Northwest Climate Adaptation Science Center and its Partners

1. GENERAL INFORMATION

A. Introduction

The U.S. Geological Survey’s Northwest Climate Adaptation Science Center (NW CASC), in conjunction with the Southwest and North Central CASCs, require:

1. Adaptation Snapshots: Easily accessible and understandable 2-4-page narratives that describe the impacts of climate change to natural and cultural resources in Idaho, Oregon, and Washington and summarize the scientific information on relevant climate adaptation actions taken in response to those impacts;

2. Incorporation of Climate Change Science into Invasive Species Management: In collaboration with Region 1 of the U.S. Fish and Wildlife Service (USFWS), development of a framework and community of practice that helps natural resource managers incorporate climate change science and projections into invasive species prevention, early detection, control, monitoring, restoration, and research activities;

3. Checklist for Climate Adaptation Projects: In collaboration with state fish and wildlife departments in

California, Nevada, Oregon, and Washington, creation of a checklist and resource guides to help assess the climate vulnerabilities and impacts of proposed climate adaptation projects, capital expenditures, permits, and plans. The feasibility of creating checklists for Colorado and Montana state fish and wildlife departments will also be assessed.

4. Online Access to Spatial Datasets for Conservation Planning: Web-enabling of a guidebook of spatial datasets for conservation planning under climate change in the Northwest.

The vendor will have extensive experience and expertise in working with federal, state, and tribal partners; facilitating workshops and developing communities of practice; the capacity to develop web-based resources; a demonstrable understanding of and commitment to co-produced actionable science; and a record of delivering results to the Climate Adaptation Science Center network, other climate adaptation organizations, and/or multi-partner climate adaptation initiatives.

B. Background

1. Adaptation Snapshots: The northwestern United States (Oregon, Washington, Idaho, western Montana) are experiencing increasing air temperatures, declines in snowpack, altered hydrology, and more frequent and severe wildfire, drought, and insect and disease outbreaks as a result of climate change. These factors, alone and in combination with existing non-climate stressors, present a significant challenge to the natural and cultural resources of the region as well as the managers tasked with their protection. While adaptation strategies and actions offer a path forward in the face of climate change, resource management decision-making is complicated by the multitude of adaptation options that have already been identified for the region. Given limited resources (e.g., financial, technical, time), there is a risk that managers will prioritize actions for implementation based on what they are familiar with and/or seems easiest, rather than those actions that are most effective. In prioritizing between adaptation strategies and actions for implementation, there are a handful of best practices for managers to consider including:

● Using strategies and actions that are effective in reducing climate and non-climate vulnerabilities and those that can be reversed if needed;

● Employing strategies and actions that have recognized co-benefits and few to no unintended consequences on other resources;

● Spreading risk across different approaches and timeframes (near, medium, and long-term);

● Investing in actions that are effective over the long-term and have high financial and technical feasibility; and

● Recognizing the durability of an investment over time.

The NW CASC needs to develop easily accessible and digestible narratives (“Adaptation Snapshots”) to help managers prioritize adaptation options based on the above best practices. The NW CASC is looking to first provide adaptation snapshots that focus on informing ecological drought adaptation, evaluating adaptation actions for sea-level rise and coastal change, and evaluating the science behind specific fire management actions in national forests in the Northwest.

Additional snapshots will be built based on the framework used to develop the initial three snapshots.

2. Incorporation of Climate Change Science into Invasive Species Management: Invasive species and climate change represent two major global change threats to ecosystems. This work will pilot a Northwest collaboration focused on the nexus of climate change and invasive species. It will evaluate opportunities to replicate successful aspects of the Regional Invasive Species and Climate Change (RISCC) initiative from the northeastern United States; it also will explore needs and opportunities unique to the Northwest. It will build upon the findings of the (pending) Climate-induced expansions of invasive species in the Pacific Northwest, North America: a synthesis of observations and projections recently produced by researchers funded by the NW CASC. The objective is to establish an initial framework that helps natural resource managers and biologists within the USFWS and other resource management agencies to incorporate climate change science and considerations into invasive species prevention, early detection, control, monitoring, and research activities.

3. Checklist for Climate Adaptation Projects: In 2018, EcoAdapt created the Climate Change Adaptation

Certification Tool, which was designed to support assessment of decisions of municipal and regional planners.

Discussions with the Washington State Interagency Climate Adaptation Network confirmed the concept that this tool was ideal for supporting decision making in the natural and cultural resource management space as well, but it would require modification. Staff from California Fish and Wildlife also expressed interest, as did the Association of Fish and Wildlife Agencies. This project would use the structure of the Climate Change Adaptation Certification tool and add other geographies, relevant climate data and tools to create a Climate Change Adaptation Checklist for Natural Resource Management Agencies for supporting regions such that agencies decisions and actions can be effective for as long as possible with fewer unexpected outcomes or costs.

4. Online Access to Spatial Datasets for Conservation Planning: In Federal Fiscal Year 2017, the NW CASC funded development of A guidebook to spatial datasets for conservation planning under climate change in the Pacific Northwest. In order to be most accessible and usable by scientists and natural resource managers, the NW CASC requires this soon-to-be released guidebook to be web-enabled. This work will entail creating narratives for the 24 spatial climate datasets contained in the guidebook and developing a web version of this NW CASC publication.

C. Scope

The NW CASC requires: (1) synthesis and dissemination of climate adaptation snapshots, (2) establishment and management of a network of partners, plus organization and facilitation of workshops and web resources focusing on the nexus of climate change and invasive species, (3) creation of a checklist and resource guides to help assess the climate vulnerabilities and impacts of proposed climate adaptation projects, capital expenditures, permits, and plans for state fish and wildlife departments, and (4) development of web-based resources for a climate data guidebook from a vendor with an impeccable record of quality and extensive experience in facilitating workshops and collaboration among natural resource agencies and professionals. In addition, the vendor needs to develop websites and web-enabled documents and databases.

2. WORK REQUIREMENTS

A. Technical Requirements:

The vendor will provide four (4) groups of specific products:

1. Adaptation Snapshots

• Create a database of all adaptation actions identified from three previous NW CASC adaptation synthesis projects (Wildfire, Sea Level Rise, Ecological Drought) and documenting: key messages for a given action;

specific climate and non-climate vulnerabilities addressed; co-benefits; unintended consequences;

financial/technical feasibility; reversibility; implementation timeframe; action longevity; and investment durability. Actions will also be categorized according to adaptation approach (i.e., resistance, resilience, transition). Each scientifically-based criterion (e.g., key messages, vulnerabilities addressed, co-benefits) will be linked with supporting evidence from the scientific and gray literature. A key component of this activity will be to utilize the extensive research that has already been completed for the three previous projects.

• Work with scientific experts to review findings and fill in remaining gaps (e.g., action longevity, investment durability, feasibility) using expert knowledge. Based on the scientific literature review and expert knowledge, evaluate whether each action is recommended for implementation and rank the quantity and quality of supporting evidence.

• Convene a natural resource managers advisory group to develop an Adaptation Snapshot template that best meets regional decision-making needs. Convene natural resource managers from 4-8 state and federal agencies, tribes, and conservation organizations to help develop and revise the template.

• Create Adaptation Snapshots for wildfire, ecological drought, and sea level rise adaptation actions. Snapshots will be two pages: (1) a figure or table summarizing key findings, and (2) supporting information and references from the scientific literature, including directing readers to where they can find more detailed information in synthesis reports. These will also be formatted for web and mobile device viewing.

• These three initial snapshots will provide a foundation for the development of no fewer than six (6) additional snapshots for other topics of importance to NW CASC partners and stakeholders, for a total of 9 Adaptation Snapshots.

2. Incorporation of Climate Change Science into Invasive Species Management:

• In collaboration with Region 1 of the U.S. Fish and Wildlife Service, organize and lead a regional workshop (with support for participant travel) that reviews the state of the science on the nexus of climate change and invasive species, shares success stories of conservation organizations already addressing the nexus, and identifies/prioritizes Northwest research and planning needs to address the nexus.

• Develop a web-based hub of regional information on the nexus, which may include results from the workshop noted above, a compendium of scientific publications, and analytical tools for managers.

• Broadly address invasive species taxa (and associated affected habitats) in the Northwest, with an emphasis on those identified as most harmful by the USFWS and their partners.

• Effectively engage state invasive species councils and other invasive species and climate change partnerships and stakeholders in the Pacific Northwest, including identification of shared priorities for continuation and/or expansion of the collaboration pilot.

3. Checklist for Climate Adaptation Projects

• In collaboration with state fish and wildlife departments in California, Nevada, Washington, and Oregon, identify climate change risk factors through a set of questions in which only “yes” answers are recorded. The set of questions for each potential climate risk factor will be developed by members of a multi-state working group of management agency.

• Evaluate, for each identified climate change risk factor, the potential impact on a state agency’s proposed project, capital expenditure, permit and/or plan, and use that evaluation to identify climate adaptation opportunities. This step relies on access to the necessary data and tools to make such an evaluation. CASC data and tools, along with those of other relevant providers, will be incorporated into this process so users can find and apply them to make informed decisions.

• Produce and disseminate the Climate Change Adaptation Checklist by combining the climate change risk factors and climate adaptation resources identified in steps 1 and 2. This step includes creation of a web tool which serves the information, dissemination of the web tool, and access to the list of working group members such that users have peer advisors to contact.

4. Web-enabling A guidebook to spatial datasets for conservation planning under climate change in the Pacific Northwest

• The NW CASC has developed a guidebook to spatial datasets for conservation planning under climate change in the Northwest. The vendor will write narratives for each of the 24 spatial climate datasets included in the guidebook and develop a web-enabled version of the guidebook in order to make these data broadly accessible to NW CASC partners and stakeholders.

B. Deliverables:

The vendor will provide the following deliverables:

1. Adaptation Snapshots

a. A database of all adaptation actions identified from three NW CASC adaptation synthesis projects on the topics of ecological drought, wildfire, and sea level rise

b. Establishment of a natural resource managers advisory group to develop a template for Adaptation

Snapshots for the NW CASC

c. Production of nine (9) two-page Adaptation Snapshots on the topics of ecological drought, wildfire, and sea level rise, and six additional topics to be determined in collaboration with the NW CASC. Each Snapshot will include a figure or table summarizing key findings, as well as supporting information and references from the scientific literature. The Snapshots will also be formatted for web and mobile device viewing.

2. Incorporating Climate Change Science into Invasive Species Management

a. Organization and leadership of a Northwest region workshop focusing on climate change and invasive species that provides a summary of the state of the science on climate change and invasive species, identifies practitioners who are effectively addressing invasive species and climate change, and prioritizes research needs

b. A website that provides information on invasive species and climate change in the Northwest developed through the workshop and provides resources for federal, state, and tribal natural resource managers

3. Checklist for Climate Adaptation Projects

a. Checklist that identifies climate change risk factors for participating state natural resource agencies

b. Incorporation of Climate Adaptation Science Center (CASC) tools and datasets into evaluation questions

c. A multi-state cohort of management agency staff with a common understanding of the application of the checklist and resources who can act as peer advisors

d. Web tool to serve all information produced through the project

4. Web-enabling A guidebook to spatial datasets for conservation planning under climate change in the Pacific

Northwest

a. Write narratives describing each of the 24 spatial climate datasets included in the guidebook

b. Develop a web-enabled version of the guidebook that includes the narratives described in (a)

3. SUPPORTING INFORMATION

A. Travel: It is anticipated that travel may be required. The contractor shall be reimbursed for actual transportation costs and travel allowances of contractor employees in accordance with the travel cost principle in FAR 31.205 and Federal Travel Regulations. Charges exceeding the amounts established in the Government Travel Regulations for individuals engaged in comparable functions may be disallowed as unreasonable unless approved in advance by the Contracting Officer.

B. Place of Performance: Work shall be performed primarily at the vendor’s place of work using vendor-provided space and equipment. In-depth consultation with vendor shall be held via conference call or web conference. Workshops for the invasive species and climate change network (Task 2) will be held at locations in Oregon, Washington, and Idaho to be determined in consultation with the NW CASC and

USFWS.

C. Period of Performance:

• Base Period: Date of award through 12 months.

• Option Period 1: 12 months immediately following Base period of performance

• Option Period 2: 12 months immediately following Option Period 1 period of performance

D. Special Considerations:

1. Key personnel qualifications:

a. The vendor will have demonstrated experience working in multi-organizational settings in the Northwest, North Central, and Southwest U.S. (Oregon, Washington, Idaho, Montana, Colorado, Nevada, and California) to identify scientific information needs specific to climate change-related natural resource management issues.

The vendor should have excellent working knowledge of natural resource issues in these regions, including invasive species, spatial datasets for conservation planning, and a demonstrated ability to synthesize and interpret existing information to develop products that focus on climate adaptation science and evaluate on-the-ground climate adaptation actions. This expertise can be demonstrated through incorporation of products into a minimum of five (5) federal agency management plans, NEPA analyses and responses to EIS questions, and state wildlife action plan updates in the Northwest, North Central, and Southwest regions.

b. The vendor shall be an expert in hosting and conducting workshops focusing on climate adaptation science with the Climate Adaptation Science Centers (CASCs) and with federal, state, and tribal natural resource managers and scientists. This expertise can be demonstrated by having hosted numerous (at least 30 in the last three years or 50 in the last 5 years) workshops and through the development of partnerships focused on climate adaptation science with federal and state agency partners and Northwest tribes, including but not limited to the U.S. Fish & Wildlife Service, USDA Forest Service, Bureau of Land Management, U.S.

Environmental Protection Agency, U.S. Geological Survey, National Oceanic and Atmospheric Administration, National Park Service, Washington Department of Fish & Wildlife, Washington Department of Natural Resources, Idaho Fish & Game, Oregon Department of Fish & Wildlife, California Department of Fish and Wildlife, Nevada Department of Wildlife, and Northwest tribes and tribal organizations.

c. The vendor will have demonstrated ability to develop websites in conjunction with federal partners including but not limited to the U.S. Fish and Wildlife Service, USGS, NPS, NOAA, BLM, USFS, CDC, and BIA. The vendor will have developed at least five (5) websites using HTML and/or Drupal programing.

d. The vendor shall have formal training in facilitating group collaboration.

e. Demonstrated work on synthesis of climate adaptation science focusing on wildfire, ecological drought, and sea level rise adaptation actions for natural and cultural resource managers in the Northwest (Oregon, Washington, Idaho, western Montana).

2. Data Rights, Safety, Environment:

All results, including but not limited to, reports and other communications generated under this contract are the property of the United States government. Work environment and safety are the sole responsibility of the contractor.

3. Security/Privacy issues:

a. Contractor shall perform work at their place of employment using their computer systems and communication equipment. Access to Federal systems is not required or allowed. They shall also perform work CASC-sponsored, USFWS-sponsored, and/or state fish and wildlife department offices, as appropriate, when meeting with partners or running workshops.

b. The contractor shall safeguard all information used, gathered, or developed as a result of work under this contract against unauthorized disclosure or dissemination, in accordance with the law and Government policy and regulation. The contractor shall also protect all Government data, equipment, etc. by treating the information as sensitive. If contractor personnel must remove any information from the primary work area they should protect it to the same extent they would their proprietary data and/or company trade secrets.

c. No portion of the services to be performed hereunder may be performed outside the United States without the express written permission of the Contracting Officer. If a contractor proposes to perform services outside the United States, the contractor must submit a Security Plan to address mitigation of security issues due specifically to the location. The Security Plan Template is available upon request from the Contracting Officer. Such proposals will not be accepted unless the contractor can demonstrate that the Government systems or data would be no more vulnerable than if work were performed domestically.

(End of Statement of Work)

52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law FEB 2016

(a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that—

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

(b) The Offeror represents that—

(1) It is □ is not □ a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

(2) It is □ is not □ a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

52.212-4 Contract Terms and Conditions -- Commercial Items JAN 2017

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance.

In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in 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;

(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 FAR 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 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.

https://www.acquisition.gov/

(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.

(End of Clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Jan 2017

Executive Orders -- Commercial Items (Jan 2017)

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

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

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

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

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 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).

(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).

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

(5) [Reserved]

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

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

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

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

(10) [Reserved]

(11) (i) 52.219-3

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

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

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

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

(13) [Reserved]

__ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

(ii) Alternate I (Nov 2011).

(iii) Alternate II (Nov 2011).

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

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

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

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

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

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

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

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

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

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

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

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

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

(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_…