15M70018QA3100001.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

M-18-A31-R-000059

5. SOLICITATION NUMBER

15M70018QA3100001

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

09/07/2017

7. FOR SOLICITATION INFORMATION

CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls) 8. OFFER DUE DATE / LOCAL

TIME

11/14/2017 13:00:00

CODE 15M700

Office of Strategic Technology 8720 Morrissette Drive Springfield, VA 22152

9. ISSUED BY X UNRESTRICTED OR SET ASIDE: % FOR

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS: 517911

SIZE STANDARD: 1500

Employees

10. THE ACQUISITION IS

SEE

SCHEDULE

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

NET 30

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER DPAS

(15 CFR 700)

13b. RATING

X RFQ IFB RFP

14. METHOD OF SOLICITATION

15M700CODE15. DELIVER TO

Office of Strategic Technology 8720 Morrissette Drive Springfield, VA 22152

CODE 15M70016. ADMINISTERED BY

Office of Strategic Technology 8720 Morrissette Drive Springfield, VA 22152

FACILITY

CODE

CODE

TELEPHONE NO.

17a. CONTRACTOR/

OFFEROR

15M700CODE18a. PAYMENT WILL BE MADE BY

Office of Strategic Technology, West Region 101 W Broadway St Suite 450 San Diego, CA 92101

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

OFFER SEE ADDENDUM

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

CHECKED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

0001 Delivery Date: 10/01/2017

Code Division Multiple Access (CDMA) Activation Fee

See Continuation Sheet(s) (Use Reverse and/or Attach Additional Sheets as Necessary)

20.000000 EA $________________$_______________________

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

X 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF. _____________________________ OFFER

DATED _________________ . YOUR OFFER ON SOLICITATION (BLOCK 5)

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN,

IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT)

Justin L Young

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

15M70018QA3100001 Page 1 of 21

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 2/2012) BACK

15M70018QA3100001 Page 2 of 21

Table of Contents

Section Description Page Number

1 Solicitation/Contract Form 2 Commodity or Services Schedule 3 Contract Clauses

USMS-0012 Contracting Officer's Representative (COR) 52.212-4 Contract Terms and Conditions--Commercial Items (Jan 2017) 52.217-2 Cancellation Under Multiyear Contracts (Oct 1997) 52.217-6 Option for Increased Quantity (Mar 1989) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 52.232-25 Prompt Payment (Jan 2017) 52.232-18 Availability Of Funds (Apr 1984) 52.232-19 Availability Of Funds For The Next Fiscal Year (Apr 1984) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013) USMS-0001 Release of Residual Funds ($100 or Less) USMS-0002 Release of Residual Funds (Greater Than $100) USMS-0003 Acceleration of Payments to Small Businesses

USMS-0010 CONTRACT/ORDER CLOSEOUT – FIXED-PRICE, TIME-AND-MATERIALS, OR

LABOR HOURS

4 List of Attachments 5 Solicitation Provisions

USMS-0004 Representation Regarding Felony Conviction Under Any Federal law or Unpaid Delinquent Tax Liability (Deviation 2012-02) (January 2012) 52.217-4 Evaluation of Options Exercised at the Time of Contract Award (June 1988) 52.217-5 Evaluation of Options (July 1990)

15M70018QA3100001 Page 3 of 21

Section 2 - Commodity or Services Schedule

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Line Period of Performance: 12/01/2017 - 11/30/2018

Base Period

0002 Global System for Mobile Communications (GSM)/General Packet Radio Service (GPRS) Activation Fee

Line Period of Performance: 12/01/2017 - 11/30/2018

Base Period

100.000000 EA $____________ $___________________

0003 Code Division Multiple Access (CDMA)/Short Message Service (SMS) Mobile Terminated and Mobile Originated;

Estimated Quantity of 240 per month for 12 months.

Line Period of Performance: 12/01/2017 - 11/30/2018

Base Period

12.000000 MO $____________ $___________________

0004 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS) per active device.

Estimated Quantity of 100 active devices per month for 12 months.

Line Period of Performance: 12/01/2017 - 11/30/2018

Base Period

12.000000 MO $____________ $___________________

0005 International System Access per active device.

Estimated Quantity of 20 active devices per month for 12 months.

Line Period of Performance: 12/01/2017 - 11/30/2018

Base Period

12.000000 MO $____________ $___________________

0006 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS) Domestic Data per MB.

Estimated Quantity of 110 MB per month for 12 months.

Line Period of Performance: 12/01/2017 - 11/30/2018

Base Period

12.000000 MO $____________ $___________________

0007 Virtual Private Network (VPN) Monthly Access Fee.

Line Period of Performance: 12/01/2017 - 11/30/2018

Base Period

12.000000 MO $____________ $___________________

0008 Code Division Multiple Access (CDMA) monthly fee per active device.

Estimate 20 active devices per month.

Line Period of Performance: 12/01/2017 - 11/30/2018

Base Period

12.000000 MO $____________ $___________________

0009 Code Division Multiple Access (CDMA) Domestic Data per MB.

Estimate 72 MB per month.

Line Period of Performance: 12/01/2017 - 11/30/2018

Base Period

12.000000 MO $____________ $___________________

1001 Code Division Multiple Access (CDMA)/Short Message Service (SMS) Mobile Terminated and Mobile Originated;

Estimated Quantity of 240 per month for 12 months.

Line Period of Performance: 12/01/2018 - 11/30/2019

Option Period

12.000000 MO $____________ $___________________

1002 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS) per active device.

Estimated Quantity of 100 active devices per month for 12 months.

12.000000 MO $____________ $___________________

15M70018QA3100001 Page 4 of 21

Line Period of Performance: 12/01/2018 - 11/30/2019

Option Period

1003 International System Access per active device.

Estimated Quantity of 20 active devices per month for 12 months.

Line Period of Performance: 12/01/2018 - 11/30/2019

Option Period

12.000000 MO $____________ $___________________

1004 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS).

Estimated Quantity of 110 MB per month for 12 months.

Line Period of Performance: 12/01/2018 - 11/30/2019

Option Period

12.000000 MO $____________ $___________________

1005 Virtual Private Network (VPN) Monthly Access Fee.

Line Period of Performance: 12/01/2018 - 11/30/2019

Option Period

12.000000 MO $____________ $___________________

1006 Code Division Multiple Access (CDMA) monthly fee per active device.

Estimate 20 active devices per month.

Line Period of Performance: 12/01/2018 - 11/30/2019

Option Period

12.000000 MO $____________ $___________________

1007 Code Division Multiple Access (CDMA) Domestic Data per MB.

Estimate 72 MB per month.

Line Period of Performance: 12/01/2018 - 11/30/2019

Option Period

12.000000 MO $____________ $___________________

2001 Code Division Multiple Access (CDMA)/Short Message Service (SMS) Mobile Terminated and Mobile Originated;

Estimated Quantity of 240 per month for 12 months.

Line Period of Performance: 12/01/2019 - 11/30/2020

Option Period

12.000000 MO $____________ $___________________

2002 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS) per active device.

Estimated Quantity of 100 active devices per month for 12 months.

Line Period of Performance: 12/01/2019 - 11/30/2020

Option Period

12.000000 MO $____________ $___________________

2003 International System Access per active device.

Estimated Quantity of 20 active devices per month for 12 months.

Line Period of Performance: 12/01/2019 - 11/30/2020

Option Period

12.000000 MO $____________ $___________________

2004 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS).

Estimated Quantity of 110 MB per month for 12 months.

Line Period of Performance: 12/01/2019 - 11/30/2020

Option Period

12.000000 MO $____________ $___________________

2005 Virtual Private Network (VPN) Monthly Access Fee.

Line Period of Performance: 12/01/2019 - 11/30/2020

Option Period

12.000000 MO $____________ $___________________

2006 Code Division Multiple Access (CDMA) monthly fee per active device.

Estimate 20 active devices per month.

Line Period of Performance: 12/01/2019 - 11/30/2020

Option Period

15M70018QA3100001 Page 5 of 21

2007 Code Division Multiple Access (CDMA) Domestic Data per MB.

Estimate 72 MB per month.

Line Period of Performance: 12/01/2019 - 11/30/2020

Option Period

12.000000 MO $____________ $___________________

3001 Code Division Multiple Access (CDMA)/Short Message Service (SMS) Mobile Terminated and Mobile Originated;

Estimated Quantity of 240 per month for 12 months.

Line Period of Performance: 12/01/2020 - 11/30/2021

Option Period

12.000000 MO $____________ $___________________

3002 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS) per active device.

Estimated Quantity of 100 active devices per month for 12 months.

Line Period of Performance: 12/01/2020 - 11/30/2021

Option Period

12.000000 MO $____________ $___________________

3003 International System Access per active device.

Estimated Quantity of 20 active devices per month for 12 months.

Line Period of Performance: 12/01/2020 - 11/30/2021

Option Period

12.000000 MO $____________ $___________________

3004 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS).

Estimated Quantity of 110 MB per month for 12 months.

Line Period of Performance: 12/01/2020 - 11/30/2021

Option Period

12.000000 MO $____________ $___________________

3005 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS).

Estimated Quantity of 110 MB per month for 12 months.

Line Period of Performance: 12/01/2020 - 11/30/2021

Option Period

12.000000 MO $____________ $___________________

3006 Virtual Private Network (VPN) Monthly Access Fee.

Line Period of Performance: 12/01/2020 - 11/30/2021

Option Period

12.000000 MO $____________ $___________________

3007 Code Division Multiple Access (CDMA) Domestic Data per MB.

Estimate 72 MB per month.

Line Period of Performance: 12/01/2020 - 11/30/2021

Option Period

12.000000 MO $____________ $___________________

4001 Code Division Multiple Access (CDMA)/Short Message Service (SMS) Mobile Terminated and Mobile Originated;

Estimated Quantity of 240 per month for 12 months.

Line Period of Performance: 12/01/2021 - 11/30/2022

Option Period

12.000000 MO $____________ $___________________

4002 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS) per active device.

Estimated Quantity of 100 active devices per month for 12 months.

Line Period of Performance: 12/01/2021 - 11/30/2022

Option Period

12.000000 MO $____________ $___________________

4003 International System Access per active device.

Estimated Quantity of 20 active devices per month for 12 months.

Line Period of Performance: 12/01/2021 - 11/30/2022

Option Period

12.000000 MO $____________ $___________________

4004 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS).

Estimated Quantity of 110 MB per month for 12 months.

15M70018QA3100001 Page 6 of 21

Line Period of Performance: 12/01/2021 - 11/30/2022

Option Period

4005 Domestic 3G Global System for Mobile (GSM)/General Packet Radio Service (GPRS).

Estimated Quantity of 110 MB per month for 12 months.

Line Period of Performance: 12/01/2021 - 11/30/2022

Option Period

12.000000 MO $____________ $___________________

4006 Virtual Private Network (VPN) Monthly Access Fee.

Line Period of Performance: 12/01/2021 - 11/30/2022

Option Period

12.000000 MO $____________ $___________________

4007 Code Division Multiple Access (CDMA) Domestic Data per MB.

Estimate 72 MB per month.

Line Period of Performance: 12/01/2021 - 11/30/2022

Option Period

15M70018QA3100001 Page 7 of 21

Section 3 - Contract Clauses

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 con-tract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Gov-ernment 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 exer-cise 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 agree-ment 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 reason-able 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 con-tract.

15M70018QA3100001 Page 8 of 21

(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, includ-ing costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.--

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

15M70018QA3100001 Page 9 of 21

(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 Acquisi-tion 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 ac-ceptance, 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 particu-lar 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 regu-lations 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 limita-tions 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.

15M70018QA3100001 Page 10 of 21

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

(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 Govern-ment's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Of-ficer. 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 in-formation that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect inform-ation within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be separately re-gistered 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 "Sus-pension of payment" paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requir-ing 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 ap-pearing 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.

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(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.

(End of clause)

A.1 ADDENDUM TO FAR 52.212-4, Contract Terms and Conditions--Commercial Items (Jan 2017)

The terms and conditions for the following clauses are hereby incorporated into this solicitation and resulting contract as an addendum to FAR clause 52.212-4.

Clauses By Full Text

USMS-0012 Contracting Officer's Representative (COR)

CONTRACTING OFFICER'S REPRESENTATIVE (COR) (AUG 2017)

(a) [Name] is hereby designated as the Contracting Officer's Representative (COR). The COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract. The COR is located at:

Phone Number:[Phone] E-mail:[Email]

(b) The responsibilities and limitations of the COR are as follows:

(1) The COR is responsible for the technical aspects of the contract and serves as technical liaison with the contractor. The COR is also responsible for the final inspection and acceptance of all deliverables and such other responsibilities as may be specified in the contract.

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which af-fect the contract price, terms or conditions. Any contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the express written prior authorization of the Contracting Officer. The Con-tracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor.

(End of clause)

52.217-2 Cancellation Under Multiyear Contracts (Oct 1997)

(a)"Cancellation", as used in this clause, means that the Government is canceling its requirements for all supplies or services in pro-gram years subsequent to that in which notice of cancellation is provided. Cancellation shall occur by the date or within the time peri-od specified in the Schedule, unless a later date is agreed to, if the Contracting Officer--

(1) Notifies the Contractor that funds are not available for contract performance for any subsequent program year; or

(2) Fails to notify the Contractor that funds are available for performance of the succeeding program year requirement.

(b) Except for cancellation under this clause or termination under the Default clause, any reduction by the Contracting Officer in the requirements of this contract shall be considered a termination under the Termination for Convenience of the Government clause.

(c) If cancellation under this clause occurs, the Contractor will be paid a cancellation charge not over the cancellation ceiling specified in the Schedule as applicable at the time of cancellation.

(d) The cancellation charge will cover only--

(1) Costs--

15M70018QA3100001 Page 12 of 21

(i) Incurred by the Contractor and/or subcontractor;

(ii) Reasonably necessary for performance of the contract; and

(iii) That would have been equitably amortized over the entire multi-year contract period but, because of the cancellation, are not so amortized; and

(2) A reasonable profit or fee on the costs.

(e) The cancellation charge shall be computed and the claim made for it as if the claim were being made under the Termination for Convenience of the Government clause of this contract. The Contractor shall submit the claim promptly but no later than 1 year from the date--

(1) Of notification of the nonavailability of funds; or

(2) Specified in the Schedule by which notification of the availability of additional funds for the next succeeding program year is re-quired to be issued, whichever is earlier, unless extensions in writing are granted by the Contracting Officer.

(f) The Contractor's claim may include-

(1) Reasonable nonrecurring costs (see Subpart 15.4 of the Federal Acquisition Regulation) which are applicable to and normally would have been amortized in all supplies or services which are multi-year requirements;

(2) Allocable portions of the costs of facilities acquired or established for the conduct of the work, to the extent that it is impracticable for the Contractor to use the facilities in its commercial work, and if the costs are not charged to the contract through overhead or oth-erwise depreciated;

(3) Costs incurred for the assembly, training, and transportation to and from the job site of a specialized work force; and

(4) Costs not amortized solely because the cancellation had precluded anticipated benefits of Contractor or subcontractor learning.

(g) The claim shall not include--

(1) Labor, material, or other expenses incurred by the Contractor or subcontractors for performance of the canceled work;

(2) Any cost already paid to the Contractor;

(3) Anticipated profit or unearned fee on the canceled work; or

(4) For service contracts, the remaining "useful commercial life" of facilities. "Useful commercial life" means the commercial utility of the facilities rather than their physical life with due consideration given to such factors as location of facilities, their specialized nature, and obsolescence.

(h) This contract may include an Option clause with the period for exercising the option limited to the date in the contract for notifica-tion that funds are available for the next succeeding program year. If so, the Contractor agrees not to include in option quantities any costs of a startup or nonrecurring nature that have been fully set forth in the contract. The Contractor further agrees that the option quantities will reflect only those recurring costs and a reasonable profit or fee necessary to furnish the additional option quantities.

(i) Quantities added to the original contract through the Option clause of this contract shall be included in the quantity canceled for the purpose of computing allowable cancellation charges.

(End of clause)

52.217-6 Option for Increased Quantity (Mar 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within ______________ [insert in the clause the period of time in which the Contracting Officer has to exercise the option]. Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

(End of clause)

52.217-8 Option to Extend Services (Nov 1999)

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The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Of-ficer may exercise the option by written notice to the Contractor within __________________.

(End of clause)

52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within [[insert the period of time within which the Contracting Officer may exercise the option]]; provided that the Government gives the Contractor a preliminary written no-tice of its intent to extend at least _______ days [60 days unless a different number of days is inserted] before the contract expires.

The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed ____________________ (months)(years).

(End of clause)

52.232-25 Prompt Payment (Jan 2017)

Notwithstanding any other payment clause in this contract, the Government will make invoice payments under the terms and condi-tions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electron-ic funds transfer (EFT). Definitions of pertinent terms are set forth in sections 2.101, 32.001, and 32.902 of the Federal Acquisition Regulation. All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph (a)(4) of this clause concerning payments due on Saturdays, Sundays, and legal holidays.)

(a) Invoice payments--

(1) Due date.

(i) Except as indicated in paragraphs (a)(2) and (c) of this clause, the due date for making invoice payments by the designated payment office is the later of the following two events:

(A) The 30th day after the designated billing office receives a proper invoice from the Contractor (except as provided in paragraph (a)(1)(ii) of this clause).

(B) The 30th day after Government acceptance of supplies delivered or services performed. For a final invoice, when the payment amount is subject to contract settlement actions, acceptance is deemed to occur on the effective date of the contract settlement.

(ii) If the designated billing office fails to annotate the invoice with the actual date of receipt at the time of receipt, the invoice pay-ment due date is the 30th day after the date of the Contractor's invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

(2) Certain food products and other payments.

(i) Due dates on Contractor invoices for meat, meat food products, or fish; perishable agricultural commodities; and dairy products, edible fats or oils, and food products prepared from edible fats or oils are--

(A) For meat or meat food products, as defined in section 2(a)(3) of the Packers and Stockyard Act of 1921 (7 U.S.C. 182(3)), and as further defined in Pub. L. 98-181, including any edible fresh or frozen poultry meat, any perishable poultry meat food product, fresh eggs, and any perishable egg product, as close as possible to, but not later than, the 7th day after product delivery.

(B) For fresh or frozen fish, as defined in section 204(3) of the Fish and Seafood Promotion Act of 1986 (16 U.S.C. 4003(3)), as close as possible to, but not later than, the 7th day after product delivery.

(C) For perishable agricultural commodities, as defined in section 1(4) of the Perishable Agricultural Commodities Act of 1930 (7 U.S.C. 499a(4)), as close as possible to, but not later than, the 10th day after product delivery, unless another date is specified in the contract.

(D) For dairy products, as defined in section 111(e) of the Dairy Production Stabilization Act of 1983 (7 U.S.C. 4502(e)), edible fats or oils, and food products prepared from edible fats or oils, as close as possible to, but not later than, the 10th day after the date on

15M70018QA3100001 Page 14 of 21 which a proper invoice has been received. Liquid milk, cheese, certain processed cheese products, butter, yogurt, ice cream, mayon-naise, salad dressings, and other similar products, fall within this classification. Nothing in the Act limits this classification to refriger-ated products. When questions arise regarding the proper classification of a specific product, prevailing industry practices will be fol-lowed in specifying a contract payment due date. The burden of proof that a classification of a specific product is, in fact, prevailing industry practice is upon the Contractor making the representation.

(ii) If the contract does not require submission of an invoice for payment (e.g., periodic lease payments), the due date will be as spe-cified in the contract.

(3) Contractor's invoice. The Contractor shall prepare and submit invoices to the designated billing office specified in the contract. A proper invoice must include the items listed in paragraphs (a)(3)(i) through (a)(3)(x) of this clause. If the invoice does not comply with these requirements, the designated billing office will return it within 7 days after receipt (3 days for meat, meat food products, or fish;

5 days for perishable agricultural commodities, dairy products, edible fats or oils, and food products prepared from edible fats or oils), with the reasons why it is not a proper invoice. The Government will take into account untimely notification when computing any in-terest penalty owed the Contractor.

(i) Name and address of the Contractor.

(ii) Invoice date and invoice number. (The Contractor should date invoices as close as possible to the date of the mailing or transmis-sion.)

(iii) Contract number or other authorization for supplies delivered or services performed (including order number and line item num-ber).

(iv) Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed.

(v) Shipping and payment terms (e.g., shipment number and date of shipment, discount for prompt payment terms). Bill of lading number and weight of shipment will be shown for shipments on Government bills of lading.

(vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper no-tice of assignment).

(vii) Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice.

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

(ix) 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 (e.g., 52.232-38, Submission of Electronic Funds Transfer Information with Offer), 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 applic-able agency procedures.

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

(x) Any other information or documentation required by the contract (e.g., evidence of shipment).

(4) Interest penalty. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if payment is not made by the due date and the conditions listed in paragraphs (a)(4)(i) through (a)(4)(iii) of this clause are met, if ap-plicable. However, when the due date falls on a Saturday, Sunday, or legal holiday, the designated payment office may make payment on the following working day without incurring a late payment interest penalty.

(i) The designated billing office received a proper invoice.

(ii) The Government processed a receiving report or other Government documentation authorizing payment, and there was no dis-agreement over quantity, quality, or Contractor compliance with any contract term or condition.

(iii) In the case of a final invoice for any balance of funds due the Contractor for supplies delivered or services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor.

(5) Computing penalty amount. The Government will compute the interest penalty in accordance with the Office of Management and

15M70018QA3100001 Page 15 of 21

Budget prompt payment regulations at 5 CFR Part 1315.

(i) For the sole purpose of computing an interest penalty that might be due the Contractor, Government acceptance is deemed to occur constructively on the 7th day (unless otherwise specified in this contract) after the Contractor delivers the supplies or performs the ser-vices in accordance with the terms and conditions of the contract, unless there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. If actual acceptance occurs within the constructive acceptance period, the Government will base the determination of an interest penalty on the actual date of acceptance. The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to ful-filling their responsibilities.

(ii) The prompt payment regulations at 5 CFR 1315.10(c) do not require the Government to pay interest penalties if payment delays are due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract com-pliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. The Government and the Con-tractor shall resolve claims involving disputes and any interest that may be payable in accordance with the clause at FAR 52.233-1, Disputes.

(6) Discounts for prompt payment. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if the Government takes a discount for prompt payment improperly. The Government will calculate the interest penalty in accordance with the prompt payment regulations at 5 CFR Part 1315.

(7) Additional interest penalty.

(i) The designated payment office will pay a penalty amount, calculated in accordance with the prompt payment regulations at 5 CFR Part 1315 in addition to the interest penalty amount only if--

(A) The Government owes an interest penalty of $1 or more;

(B) The designated payment office does not pay the interest penalty within 10 days after the date the invoice amount is paid; and

(C) The Contractor makes a written demand to the designated payment office for additional penalty payment, in accordance with para-graph (a)(7)(ii) of this clause, postmarked not later than 40 days after the invoice amount is paid.

(ii)(A) The Contractor shall support written demands for additional penalty payments with the following data. The Government will not request any additional data. The Contractor shall--

(1) Specifically assert that late payment interest is due under a specific invoice, and request payment of all…