Solicitation.pdf

Solicitation for Providing trunked analog and digital radio services to American Embassy, New Delhi and its Consulates in India for its Emergency Radio Program

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TABLE OF CONTENTS

Section 1 - The Schedule

SF 1449 cover sheet

Continuation To SF-1449, RFP Number 19-1N65-18-Q-0035, Prices, Block

Continuation To SF-1449, RFP Number 19-1N65-18-Q-0035, Schedule Of

Supplies/Services, Block 20 Description/Specifications/Work Statement

Section 2 - Contract Clauses

Contract Clauses

Addendum to Contract Clauses - FAR and DOSAR Clauses not Prescribed in

Part 12

Section 3 - Solicitation Provisions

Solicitation Provisions

Addendum to Solicitation Provisions - FAR and DOSAR Provisions not

Prescribed in Part 12

Section 4 - Evaluation Factors

Evaluation Factors

Addendum to Evaluation Factors - FAR and DOSAR Provisions not

Prescribed in Part 12

Section 5 - Representations and Certifications

Offeror Representations and Certifications

Addendum to Offeror Representations and Certifications - FAR and DOSAR

Provisions not Prescribed in Part 12

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SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

Page

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER

NUMBER

5. SOLICITATION NUMBER

19-1N65-18-Q-0035

6. SOLICITATION

ISSUE DATE

May 4, 2018

7. FOR SOLICITATION

INFORMATION CALL

a. NAME

Towhid G. Kazi

b. TELEPHONE NUMBER

2419 8328

8. OFFER DUE

DATE/LOCAL

TIME

June 4, 2018 by 1700 hours

9. ISSUED BY CODE

IN650 10. THIS ACQUISITION IS

AMERICAN EMBASSY NEW DELHI

9000 NEW DELHI PL, ATTN: S/GSO

WASHINGTON DC 20521-9000

UNITED STATES

x UNRESTRICTED

_ SET ASIDE: % FOR

_ SMALL BUSINESS _

EMERGING SMALL

_ HUBZONE SMALL BUSINESS SMALL BUSINESS

_ 8(A)

_ SERVICE-DISABLED VETERAN OWNED

NAICS:

SIZE STD:

11. DELIVERY FOR FOB 12. DISCOUNT

TERMS

13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS

(15 CFR 700)

DESTINATION UNLESS BLOCK IS MARKED

x SEE SCHEDULE

13b. RATING

14. METHOD OF SOLICITATION

xRFQ _ IFB _ RFP

15. DELIVER TO: Code 16. Administered by:

AMERICAN EMBASSY NEW DELHI, CUSTOMS &

SHIPPING OFFICE

SHANTI PATH, CHANAKYAPURI,

NEW DELHI 110021

INDIA

AMERICAN EMBASSY NEW DELHI

9000 NEW DELHI PL, ATTN: S/GSO

WASHINGTON 110021

UNITED STATES

117a. CONTRACTOR/OFFEROR N

CODE 0 FACILITY CODE

TELEPHONE NO:

18a. PAYMENT WILL BE MADE BY

AMERICAN EMBASSY NEW DELHI

SHANTI PATH, CHANAKYAPURI,

NEW DELHI 110021

INDIA

17b CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS

CHECKED _ SEE ADDENDUM 19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Providing trunked analog and digital radio services to American Embassy, New Delhi and its Consulates in India for its Emergency Radio Program in accordance with attached SOW and clauses.

As Attached

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) x 27a.SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA x ARE _ ARE NOT

ATTACHED.

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

ATTACHED.

_ 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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 HEREIN.

_ 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 CONTRACTING OFFICER

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV3/2005)

PREVIOUS EDITION IS NOT USABLE Computer Generated Prescribed by GSA - FAR (48 CFR) 53.212

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SECTION 1 - THE SCHEDULE

CONTINUATION TO SF-1449

RFQ NUMBER 19-1N65-18-Q-0035

PRICES, BLOCK 23

I. SCOPE OF CONTRACT

The Contractor shall provide the trunked analog and digital radio services to American

Embassy, New Delhi and its Consulates in India for its Emergency Radio Program in accordance with Schedule of Supplies/Services, Block 20

Description/Specifications/Work Statement. The location service requirements are listed below:

Post Estimated Quantity

Delhi 382

Mumbai 228

Kolkata 36

Chennai 57

Hyderabad 73

The contractor shall complete all work, including furnishing all labor, material, equipment, and services, unless otherwise specified herein, required under this contract.

The contract price shall include all direct and indirect costs and profit.

II. PERIOD OF PERFORMANCE

This contract includes an option(s) as addressed in the Schedule and applicable

FAR/DOSAR provisions/clauses. This contract has a base period of one year beginning from the effective date specified in the SF-1449, and one (1) optional one year period, all of which are priced for separately in the Pricing Section. The U.S. Government has the unilateral right to exercise the optional periods in accordance with Federal Acquisition

Regulation Sub-part 52.217-9. Also, in accordance with Federal Acquisition Regulation

Sub-part 52.217-8, the U.S. Government will have the unilateral right to extend the term of the contract for periods not to exceed six months in all, at the same prices, terms and conditions of the last option year that was exercised, or the base period if no option period was exercised.

III. PRICING

1. The rates below shall include all direct and indirect costs, insurance (see FAR

52.228-4 and 52.228-5), overhead, and profit. The prices include all expenses and materials required to complete the work. The Government will pay the Contractor on a monthly basis for Standard Services that have been satisfactorily performed.

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2. GOODS & SERVICE TAX (GST)

Goods & Service Tax (GST) is not included in the CLIN rates. Instead, it will be priced as a separate Line Item in the contract and on Invoices. Invoices should include as per instructions given below:

a. Invoice should be a “Tax Invoice”

b. Date of the tax invoice should be current

c. GSTIN of seller must be noted on the invoice

d. UIN 0717USA00138UNS for the Embassy must be noted on the invoice

3. BASE YEAR PRICES

Term: Twelve (12) Months from the date specified in the Notice to Proceed.

a. Providing Analog Radio Services

Particulars Estimated quantity

Unit Price

Per Radio/

Per Year

*Estimated extended price

Trunked analog radio services to

American Embassy, New Delhi and its

Consulates in India for its Emergency

Radio Program. The location service requirements are listed below:

POST

Delhi

Mumbai

Kolkata

Chennai

Hyderabad

TOTAL OF a

GST @

GRAND TOTAL INCLUDING GST

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b. Providing Digital Radio Services

Unit Price

Per Radio/

Per Year

*Estimated extended price

Trunked digital radio services to

American Embassy, New Delhi and its

Consulates in India for its Emergency

Mumbai

Kolkata

TOTAL OF b

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02 FIRST OPTION YEAR PRICES

Term: Twelve (12) Months

a. Providing Analog Radio Services

Unit Price

Per Radio/

Per Year

*Estimated extended price

Trunked analog radio services to

American Embassy, New Delhi and its

Consulates in India for its Emergency

Mumbai

Kolkata

TOTAL OF a

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b. Providing Digital Radio Services

Unit Price

Per Radio/

Per Year

*Estimated extended price

Trunked digital radio services to

American Embassy, New Delhi and its

Consulates in India for its Emergency

Mumbai

Kolkata

TOTAL OF b

GRAND TOTAL OF BASE +FIRST OPTION YEAR

BASE YEAR TOTAL

OPTION YEAR ONE TOTAL

GRAND TOTAL FOR BASE + ALL

OPTION YEARS

* This amount is based on total estimated Government requirements. If more than one award is made, the estimated amount of work awarded under task order(s) to any single contractor will be less.”

During this contract period, the Government shall place orders totaling a minimum of

Rs.500.00. This reflects the contract minimum for this period of performance. The amount of all orders shall not exceed Rs.6,800,000.00. This reflects the contract maximum for this period of performance.

Prices are stated in _____________ (contractor insert name of currency).

Advance payments are not authorized. Payment shall be made in local currency by

Electronic Funds Transfer (EFT) within 30 days after receipt of the proper invoice.

The payment shall be made on monthly billing cycle for activated radios. Contractor shall submit the invoice on 1st day of every month for the services provided during the previous

Page | 8 month. The COR will certify the invoice for the services received for the claim submitted by contractor. Contractor shall submit their pro-rated invoice for any additional payment on account of any additional activation for that month.

The Contractor shall submit monthly invoices to the COR at the address shown below. A proper invoice must include the following information:

Contractor's name and bank account information for payments by wire transfers

Invoice Date

Contract Number

A summary showing a listing of each Consulate with total monthly price in local currency for that Consulate only for the activated radios.

Name, title, phone number, and address of person to contact in case of defective invoice

If an invoice does not contain the above information, the Government reserves the right to reject the invoice as improper and return it to the Contractor within 7 calendars days. The

Contractor must then submit a proper invoice.

The COR will take each summary invoice and furnish the detailed invoice to the appropriate official in each individual Government agency. That agency representative will review the detailed invoice and either approve for payment or advise the COR of the inaccuracies found.

It shall be the COR who will interact with the Contractor on any invoice problems.

The Contractor will send all invoices to the following address:

U.S. Embassy

Financial Management Officer

Financial Management Office, Shantipath, Chanakyapuri, New Delhi – 110021

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CONTINUATION TO SF-1449

RFQ NUMBER 19-1N65-18-Q-0035

INDEFINITE DELIVERY/INDEFINITE QUANTITY CONTRACT

SCHEDULE OF SERVICES, BLOCK 20

1. PERFORMANCE WORK STATEMENT

1.1 DOCUMENT SCOPE

Contractor shall provide trunked analog and digital radio services to American

Embassy, New Delhi and its Consulates in India for its Emergency Radio Program.

The location service requirements are listed below:

POST ESTIMATED QUANTITY

Delhi 382

Mumbai 228

Kolkata 36

Chennai 57

Hyderabad 73

The Contractor shall provide as many talk groups (maximum of 16) as Embassy and

Consulates may require, in each city.

1.2 NETWORK BRIDGING

The Embassy uses an existing analog system for radio services. Over the next few years, the Embassy plans on migrating its radios from analog to digital service. The

Contractor shall provide bridging support for the existing analog system and between the Kenwood LTR analog and the NXDN digital Radio system.

1.3 DIGITAL NETWORK SPECIFICS

The Contractor shall provide the following features-

Long Messaging

Short Messaging

Emergency Frequency

NXDN scrambling on all channels

Priority monitoring and late entry for everyone to same channel.

Allow roaming between Network sites.

Allow access for program user ID’s and editing status messages.

Allow custom graphics.

“ALL CALL” Alert.

1.4 SERVICE SUPPORT

A service technician shall visit all the five locations once every two weeks to provide level one service, programming and repair support. Vendor should support installation of residential, vehicle radios/base stations, repair of base station power supply.

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1.5 COVERAGE

The contractor shall provide trunking service for New Delhi, Kolkata, Chennai, Mumbai, Hyderabad, Ahmadabad and Bangalore.

The trunking system must support 24-hour, seven-days a week service.

The Emergency & Evacuation (E&E) Trunking Net shall allow communication from the Embassy and Consulates to the airport plus a 10 km radius in all respective cities.

The Radio contractor will provide all equipment including external antennas or signal boosters to meet requirement of subscriber coverage from inside all post personnel residences (safe area).

Contractor will ensure continued coverage along all road routes provided by

Embassy management.

The E&E Trunking Net shall allow communication from the Embassy and

Consulates to all post personnel residences in New Delhi, Kolkata, Chennai, Hyderabad and Mumbai respectively.

1.6 QUALITY OF SERVICE REQUIREMENTS

The contractor shall deploy customer support personnel and trainers that can communicate in English and work comfortably within American Cultural norms. All requests for service will be provided in written format and completion of any service should be followed-up with a written statement of work completed.

Users on the network shall experience the inability to communicate on the network no more than one percent of the time.

Users on the network shall be able to connect to the called party in no more than ten seconds.

In case of any unforeseen network/repeater outage, contractor will immediately contact Post Radio point of contact – the Contracting Officer’s Representative

(COR). In case of scheduled maintenance, contractor will contact Post Radio point of contact no less than 24 hours prior.

The down time of the trunking system shall be no more than 30 minutes per month and the contractor shall supply monthly metrics to document the same.

1.7 TRUNKING SYSTEM BACK-UP REPEATER

The contractor shall maintain, in the event Embassy procures, a back-up repeater at all the five posts i.e. New Delhi, Mumbai, Kolkata, Chennai and Hyderabad to provide dedicated Radio Frequencies (one for each post).

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These repeaters should provide single repeater fallback communications should the contractor’s trunking network fail.

The contractor shall assist both the Embassy and the Consulates in implementing weekly test procedures for operation of the single repeater fallback network communications plan.

1.8 TALK-AROUND FREQUENCY

Contractor shall program all the radios in the E&E network(s) at all five locations for an additional “Talk-Around” facility and assign a dedicated frequency to support this feature and provide fail-soft mode.

1.9 GOVERNMENT OF INDIA (GOI) RADIO PERMIT

The contractor shall have a valid GOI analog radio operations permit at the time of submission of proposal. In addition, the contractor shall have the ability to acquire and maintain a valid GOI digital radio operations permit by July 1, 2018. The USG may not exercise the first option year if the contractor does not obtain the digital radio operations permit during the base year.

1.10 ADDITIONS / DE-ACTIVATION

In the event the Embassy elects to deactivate any radio(s) or activate additional radios during the contract period, the Contracting Officer will notify the contractor in writing and contractor shall deactivate/activate the radio(s) within 72 hours of receipt of such notice. The refund / billing for such de-activated/activated radios shall be pro-rated for the period for which Trunked radio service was provided.

1.11 PAYMENT TERMS

Advance payments are not authorized. The Air-time charges shall be paid on monthly billing cycle within 30 days of submission of invoice for activated radios.

Contractor shall submit the invoice on 1st day of every month for the services provided during the previous month. The COR will certify the invoice for the services received for the claim submitted by contractor. Contractor shall submit their pro-rated invoice for any additional payment on account of any additional activation for that month. In case of any deactivation the contractor shall submit the pro-rated invoice accordingly.

1.12 SWAPPING AIR TIME CHARGES (ATC)

The Contractor shall activate the new radio handsets free of cost under the same

Identity (ID), in case of damage or any problem with the old handsets or whenever due to new Technology the old radio handsets are replaced with new handsets.

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2. The service shall be for the exclusive use of the Department of State, 24-hours per day, 7 days per week, and 52 weeks per year.

3. The Contractor shall coordinate the service and shall be responsible for technically competent NETWORK, including services necessary to establish, operate, and restore the

NETWORK. The Contractor shall provide all equipment, materials, and supplies required to provide the services.

4. The Contractor shall provide technical support to ensure uninterrupted end-to-end service as covered in this contract. The Contractor shall provide, properly adjust, and maintain the

NETWORK for continuous Department of State use. The Contractor shall ensure that the

NETWORK complies with service changes, additions, or deletions as required under this contract.

5. The Contractor agrees that the work and services set forth in this contract shall be performed during the period commencing the effective date of this contract and shall continue through the end of the twelve month period of service, excluding the exercise of any option.

6. Authorized Instruction to Contractor

a. No person or agency other than the Contracting Officer (CO) is authorized to give instruction, orders or directions on behalf of the Government to the Contractor or his employees, unless such person or agency is authorized in writing by the CO to so act. The authority of such person or agency is strictly limited to the written authorization provided by the CO. The duty is upon the Contractor to determine the authority of such person or agency.

Any questions regarding the authority of such person or agency should be directed to the CO in writing.

b. Contracting Officer’s Representative (COR): The CO may designate and authorize a representative(s) (including a “specially authorized representative(s)” pursuant to the contract clause entitled “Notification of Changes”) to act on his/her behalf under this contract. Such representative(s) as may be appointed shall be designated by a letter from the CO and a copy of the letter shall be given to the Contractor. The COR shall represent the CO as specified in his/her delegation of authority letter. The COR shall not be authorized to issue change orders or adjustments. Changes in the Scope of Work/Specifications or any increase or decrease in the work called for by this contract shall be made by the CO by an executed modification to this contract.

7. RELEASE OF INFORMATION

1. The Contractor’s organization shall clear with the Information Office listed below any public release of information on this contract. This information includes news stories, articles, sales literature, advertisements, radio-TV spots, etc.

2. The request for public release of information should be addressed to: The

Contracting Officer

3. Limited Use of Data and Information. Performance of this contract may require the contractor to access and use data and information proprietary to the Government agency or

Page | 13 agency personnel, or which is of such a nature that its dissemination or use, other than in performance of this contract would be adverse to the interests of the Government or others.

The Contractor and Contractor personnel shall not divulge or release data or information developed or obtained in performance of this contract, until made public by the Government, except to authorized Government personnel or upon written approval of the Contracting

Officer. The Contractor shall not use, disclose, or reproduce proprietary data which bears a restrictive legend, other than as required in the performance of this contract. Nothing herein shall preclude the use of any data independently acquired by the Contractor without such limitations or prohibit an agreement at no costs to the Government between the Contractor and the data owner provides for greater rights to the Contractor.

8. KEY PERSONNEL

8.1 The Project Manager must be able to converse in English. The Contractor shall assign to this contract the following key person:

POSITION/FUNCTION ___________________ NAME _________________

Project Manager

8.2 During the first 90 days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is required due to illness, death, or termination of employment. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events and provide the information required below to the

Contracting Officer at least 15 days before making any permanent substitutions.

8.3 After the first 90 days of performance, the Contractor may substitute a key person if the Contractor determines that it is necessary. The Contractor shall notify the Contracting

Officer of the proposed action immediately. Prior to making the substitution, the Contractor will provide the information required below to the Contracting Officer.

8.4 The Contractor shall provide a detailed explanation of the circumstances requiring the proposed substitution, a complete resume for the proposed substitute. The proposed substitute shall possess qualifications comparable to the original key person. The Contracting

Officer will notify the Contractor of its approval or disapproval of the substitution within 15 calendar days after receiving the required information. The Government will modify the contract to reflect any changes in key personnel.

9. TECHNOLOGICAL REFRESHMENT

After contract award, the Government may; pursuant to FAR clause 52.212-4 - Contract

Terms and Conditions –Commercial Items, paragraph (c), Changes; request changes within the scope of the contract. These changes may be required to improve performance or react to changes in technology.

The Contractor may propose for the Government’s technological refreshment, substitutions or additions for any provided products or services that may become available as a result of technological improvements. The Government may, at any time during the term of this contract or any extensions thereof, modify the contract to acquire products which are similar to those under the contract and that the Contractor has, or has not, formally announced for

Page | 14 marketing purposes. This action is considered to be within the scope of the contract. At the option of the Government, a demonstration of the substitute product may be required. The

Government is under no obligation to modify the contract in response to the proposed additions or substitutions.

Such substitutions or additions may include any part of, or all of, a given product(s) provided that the following conditions are met and substantiated by documentation in the technological refreshment proposal:

The proposed product(s) shall meet all of the technical specifications of this document and conform to the terms and conditions cited in the contract.

The proposed product(s) shall have the capacity, performance, or functional characteristics equal to or greater than, the current product(s).

The proposal shall discuss the impact on hardware, services, and delivery schedules. The cost of the changes not specifically addressed in the proposal shall be borne entirely by the

Contractor.

Contractor has the right to withdraw, in whole or in part, any technological refreshment proposal prior to acceptance by the Government. Contractor will use commercially reasonable efforts to ensure that prices for substitutions or additions are comparable to replaced or discontinued products. If a technological refreshment proposal is accepted and made a part of this contract, an equitable adjustment, increasing or decreasing the contract price, may be required and any other affected provisions of this contract shall be made in accordance with FAR clause 52.212-4, paragraph (c), Changes, and other applicable clauses of the contract.

10. SPECIAL SHORT TERM PROMOTION

For the entire contract duration, the Contractor will offer the U.S. Embassy the option to take advantage of any promotional programs that it offers and that is suited for use by U.S.

Embassy staff. The U.S. Embassy at its own discretion will have the option to take or reject the opportunity.

11. DELIVERY ORDERS

The Contracting Officer will issue delivery orders for activation of new radios to the

Contractor for performance of work under this contract. If an order is given orally, it will be followed up by a written delivery order within 7 days. Only Contracting Officer has the authority to issue the delivery orders.

12. SURVIVABILITY AND RECOVERY

The contractor shall have a working system of survivability of the network in case of emergency and serious disaster when all networks may be jammed or when parts of the network are destroyed. The contractor shall have a recovery plan in place that shall deal with such occurrences.

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13. QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

This plan provides an effective method to promote satisfactory contractor performance. The

QASP provides a method for the Contracting Officer's Representative (COR) to monitor

Contractor performance, advise the Contractor of unsatisfactory performance, and notify the

Contracting Officer of continued unsatisfactory performance. The Contractor, not the

Government, is responsible for management and quality control to meet the terms of the contract. The role of the Government is to monitor quality to ensure that contract standards are achieved.

Performance Objective Scope of Work

Para Performance Threshold

Services.

Performs all trunked radio services set forth in the scope of work.

1. thru 13.

All required services are performed and no more than one (1) customer complaint is received per month.

13.1 SURVEILLANCE. The COR will receive and document all complaints from

Government personnel regarding the services provided. If appropriate, the COR will send the complaints to the Contractor for corrective action.

13.2 STANDARD. The performance standard is that the Government receives no more than one (1) customer complaint per month. The COR shall notify the Contracting Officer of the complaints so that the Contracting Officer may take appropriate action to enforce the inspection clause (FAR 52.212.4, Contract Terms and Conditions-Commercial Items (May

2001), if any of the services exceed the standard.

13.3 PROCEDURES.

(a) If any Government personnel observe unacceptable services, either incomplete work or required services not being performed they should immediately contact the COR.

(b) The COR will complete appropriate documentation to record the complaint.

(c) If the COR determines the complaint is invalid, the COR will advise the complainant. The COR will retain the annotated copy of the written complaint for his/her files.

(d) If the COR determines the complaint is valid, the COR will inform the

Contractor and give the Contractor additional time to correct the defect, if additional time is available. The COR shall determine how much time is reasonable.

(e) The COR shall, as a minimum, orally notify the Contractor of any valid complaints.

(f) If the Contractor disagrees with the complaint after investigation of the site and challenges the validity of the complaint, the Contractor will notify the COR. The

COR will review the matter to determine the validity of the complaint.

(g) The COR will consider complaints as resolved unless notified otherwise by the complainant.

(h) Repeat customer complaints are not permitted for any services. If a repeat customer complaint is received for the same deficiency during the service period, the

COR will contact the Contracting Officer for appropriate action under the Inspection clause.

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SECTION 2 - CONTRACT CLAUSES

The following clause is provided in full text:

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 re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance 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;

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

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(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.

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(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 by33.211 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 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2033_2.html#wp1079912 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031290 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031326

Page | 19 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 http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/FormsStandard67.html#wp1189284

Page | 20 the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

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

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that

Contractor will be considered to be incorrect information within the meaning of the

“Suspension of payment” paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service

(TOS), or similar legal instrument or agreement, that includes any clause requiring the

Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.

1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or

“browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

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

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

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

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52.212-5 Contract Terms and Conditions Required To Implement Statutes or

Executive Orders—Commercial Items.

(Jan 2018)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further

Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

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

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

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

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the

Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

_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).

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

3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment

Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the

American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards

(Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

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

_X_ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

_X_ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15

U.S.C. 657a).

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

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so…