Sol_28321318Q00000500.pdf

Combined Synopsis/Solicitation Request for Quotation No. 28321318Q00000500

Mail Inserter Equipment and Associated Maintenance

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6, using Simplified Acquisition Procedures under FAR Part 13, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. This solicitation is issued as a request for quotation (RFQ). This notice and the incorporated provisions and clauses are those in effect through the Federal Acquisition Circular 2005-99, effective 6/15/2018. The North American Industry Classification System (NAICS) code is 333318 – Other Commercial and Service Industry Machinery Manufacturing and has a small business size standard of 1,000 employees.

The Social Security Administration (SSA) has a need to replace the mail inserter systems at the current National Computer Center (NCC) in Baltimore, MD. The Baltimore site is replacing a maximum of two (2) Mailstream Productivity Series (MPS) high-speed and two (2) Flexible Productivity Series (FPS) high-volume mail inserter systems. The item quoted must be a Commercially available off-the-shelf (COTS) item and be in accordance with the attached Statement of Work (SOW). Quotation must include a 90-day warranty on equipment. Items shall be delivered within 90 calendar days of the date the resulting order is received. The Government contemplates an award of a Requirements contract with provisions for the issuance of firm-fixed price and labor hour task orders resulting from this solicitation.

STATEMENT OF WORK – The Statement of Work for this requirement is located in the attached RFQ in Attachment 1 - Statement of Work.

CONTRACT LINE ITEMS - The Contract Line Items are located in the attached RFQ in Attachment 4 - Pricing Tables.

SOLICITATION QUESTIONS AND INQUIRIES

Inquiries concerning the solicitation document shall be submitted in writing via email to Lindsay.Hrybyk@ssa.gov. ALL INQUIRIES MUST BE RECEIVED NO LATER THAN 2:00 PM EASTERN, Wednesday, June 27, 2018. The Government will make every attempt to answer questions. NO PHONE CALLS.

REQUIRED SUBMISSION INSTRUCTIONS

The following information provides the instructions to contractors for submitting a response to this solicitation:

Quotations shall set forth full, accurate, and complete information as required by this RFQ. The Government will rely on such information in the award of a contract. Quotes shall be submitted and received electronically not later than 12:00 PM EASTERN, Monday, July 9, 2018.

Electronic quotes shall be submitted via email to Lindsay.Hrybyk@ssa.gov. All quotations submitted shall identify the quotation, Contractor Name, DUNS and RFQ number.

mailto:Lindsay.Hrybyk@ssa.gov

QUOTE FORMAT

The Contractor’s quotation shall include a cover letter that is signed and dated by the Contractor, and shall include (1) the solicitation number; (2) the time/date specified in the solicitation for receipt of quotes; and (3) the name, address, telephone number, and email address of the Contractor.

Quotes must consist of two separate volumes. Label each volume with the volume number/volume title (e.g. “Volume I, Non-Price” and “Volume II, Business”), the schedule Contractor’s corporate name, and the RFQ number. Your quote must be readable in either Microsoft Word (.doc, .docx) or Adobe Reader (.pdf), and, if appropriate, Microsoft Excel (.xls, .xlsx). Quotations submitted in formats that are unreadable by the software in use by the government (Microsoft Office 2013) will be determined to be nonconforming to the RFQ requirements and removed from consideration for award.

The Non-Price Volume shall have a limit of 25 pages. These pages shall consist of single side page printing, a font size of 12 point, use of single spacing, “portrait page” orientation, and a one-inch page margin on all sides. Contractors shall employ “Times New Roman” font at a size no smaller than font size 12 for their quotations, except for legends and text associated with figures and tables. Text for figures and tables may be developed using a smaller font size (8 or 10 point font for example) and use of a font other than Times New Roman is allowable, provided that all such fonts used in figures and tables are legible and clear to the unaided eye.

QUOTATION CONTENT

Contractors that fail to provide the information requested in this RFQ may be determined to be unacceptable, and; therefore ineligible for award.

Submit your quote in two parts: “Volume I, Non-Price Quote” and “Volume II, Business Quote.”

Volumes I and II must be submitted as separate file attachments. Your complete quote package must address each element identified below under Volumes I and II.

Quotes must set forth full, accurate, and complete information as required by this RFQ. The government will rely on such information in the award of the contract. By submitting a quote, the Contractor agrees to provide all services described in this solicitation. Contractors should apply appropriate markings to any confidential or proprietary information contained in its quote.

(1) Volume I – Non-Price Quote

Provide the following information in the same order and segregated format (A-E) as stated below:

A. Cover letter as described in (a) Quote Format above to include the RFQ number (28321318Q00000500). The cover letter shall also include a statement specifying the agreement with all terms, conditions, and provisions included in the solicitation.

Contractor’s that fail to furnish required information, take exception to, or reject terms and conditions of the solicitation may be excluded from consideration.

B. Environmental Impact Statements or Material Safety Data Sheets confirming that all equipment to be provided under the contract are not hazardous when handled properly.

C. Technical Requirements: The Contractor shall address all the technical requirements contained in the SOW and its attachments and explain how the contractor will satisfy those requirements.

D. Corporate Experience:

1. The Contractor shall include descriptions of no more than three contracts that clearly and conclusively demonstrate the Contractor’s relevant experience (similar in size, scope, and complexity) to the solicitation requirements.

As of the closing date of this solicitation, the relevant experience references (contracts) must have either been completed within the past five years, or be currently active. Currently active contracts must have been active for a minimum of one year to demonstrate depth of experience and a sustained performance history.

2. For each contract listed, the Contractor shall provide the following information:

a) Client/Company/Agency Name.

b) Name of Contracting Officer (CO)/Point of Contact (POC) including, Telephone Number and E-mail address for CO; Name of COTR/Technical POC including Telephone number and E-mail address for COTR/Technical

POC.

c) Contract Number, type of contract (i.e., firm fixed price, time and materials, labor hour, etc.). Include the contract award date and end date for all reference contracts.

i. Indicate your role in the performance of the contract. Specifically, state if you performed as the Prime Contractor, or as a subcontractor;

ii. If performance was as a subcontractor, clearly describe the duties and tasks designated to you in this capacity; and,

iii. Include the total percentage of the contract (in terms of dollars) for these specific duties and tasks performed as a subcontractor.

d) A complete and full description of the services provided for each reference.

Specifically, describe the extent to which the work required under the cited/referenced effort is similar in size, scope, and complexity to the requirements set forth in the Statement of Work.

e) Include sufficient information to clearly demonstrate the similarity in size, scope, and complexity for the contracts/projects that are submitted for evaluation. This would include, but is not limited to, recent corporate experience managing and conducting projects that were similar in size, scope, and complexity to the solicitation requirements. Projects should be related to providing Mail Inserters Equipment and Maintenance.

f) Show the type of contract, dollar value of the contract at the time of award, and annual dollar value, and the contract life inclusive of option years, if any.

g) Include any additional information that will further describe the activities/functions performed and demonstrate the relationship of such experience to the requirements of this solicitation.

h) Indicate whether or not the contract or referenced work was successfully completed, discussing success in terms of cost, schedule, and technical performance factors.

i) Describe any significant problems that arose and explain how they were solved.

Note: Failure to supply a thorough description of the Contractor's relevant experience may result in the quotation being determined ineligible for award.

It is not sufficient for the Contractor to merely state that past or ongoing contracts are similar in size, scope and complexity and are relevant to the requirements of this solicitation. The Contractor shall provide rationale to convince SSA that such contracts are indeed similar in size, scope, and complexity and are relevant.

The Contractor is responsible for verifying, ensuring, and certifying that the information provided in support of its cited/referenced experience is complete, comprehensive, accurate, and current as of the issuance of this solicitation. The Government will neither make assumptions nor draw inferences regarding missing of incomplete data/information.

The result of missing or incomplete data could result in the elimination of a Contractor’s quote from further consideration for award.

E. Past Performance:

SSA’s evaluation of Past Performance will be a subjective assessment based on performance history on the projects cited in the “Corporate Experience” section of the Contractor’s quotation and information available in government past performance databases.

PAST PERFORMANCE QUESTIONNAIRES: The Contractor is responsible for having the client/company/agency for the referenced contract submit a completed Past Performance Questionnaire (See Attachment 6) to SSA’s Contracting Officer for each reference cited in the experience section of the Contractor’s quotation. The Past Performance Questionnaire must be completed by, and received from, the client/company/agency for the reference contract, on or before the RFQ closing date and time.

The Contractor’s client is required to submit the completed questionnaire via email to the following acquisition officials:

Lindsay Hrybyk, Contract Specialist, Lindsay.hrybyk@ssa.gov

PAST PERFORMANCE CONTACT INFORMATION: SSA may contact the references to verify the information provided on the completed Past Performance Questionnaire. Therefore, the Contractor is responsible for verifying and ensuring that the information provided in support of its cited/referenced experience and past performance is complete, comprehensive, accurate and current as of the closing date of this solicitation.

SSA will neither make assumptions nor draw inferences regarding missing or incomplete data/information. The result of missing or incomplete data could result in the elimination of a Contractor's quotation from further consideration for award.

Should SSA find it necessary to contact references, we will use the following protocol:

SSA reserves the right to make only two (2) attempts to contact any given citation/reference: an initial attempt and one (1) follow-up attempt should the initial attempt be unsuccessful for whatever reason. Therefore, it is entirely incumbent upon the Contractor to ensure that the appropriate points-of-contact for any and all references are accurate and that they are notified that they may be contacted relative to this solicitation.

We recommend that you notify all references that an SSA representative may contact them.

SSA reserves the right to conduct any or all reference checks deemed necessary to enable an adequate evaluation of the Contractor’s past performance. SSA does not guarantee, however, that all references provided will be contacted. Contractors are also advised that past performance information may be obtained from other sources known to SSA; and that the SSA may also evaluate any information it deems relevant from such other sources, such as government past performance databases, even though the Contractor does not include such information in its quotation.

(2) Volume II – Price Quote

Provide the following information in the same order and segregated format (A-C) as stated below:

A. Cover letter as described in (a) Quote Format above to include the RFQ number (28321318Q00000500). The cover letter shall also include a statement specifying the agreement with all terms, conditions, and provisions included in the solicitation.

Contractor’s that fail to furnish required information, take exception to, or reject terms and conditions of the solicitation may be excluded from consideration.

B. Completed Subsections for the following:

mailto:Lindsay.hrybyk@ssa.gov

2352.242-1 Post Award Evaluation of Contractor Performance; and, 2352.242-5 Contractor's Administrator A completed copy of the following representations and certifications at FAR 52.212-3

(see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

C. Complete Pricing Tables found in Attachment 4 of the solicitation, as follows:

1. The pricing table spreadsheet contains three tabs. Contractors are required to use the pricing table Tab 1 & 2 with no deviation. Contractors shall complete each line item in the pricing table Tab 1 & 2 for the base year and each option year.

2. The Contractor’s pricing must include: 1) the fully loaded firm-fixed rate for each line item; 2) the total price for the line item; and 3) the total price for that contract year (i.e., base year, option year I, etc.)

3. Contractors shall not modify the pricing table Tab 1 & 2 by adding or deleting line items, or adjusting the government’s estimated quantities. Contractors must quote ALL line items, including CLINs which have a zero estimated quantity.

4. The estimated quantities are for evaluation purposes only. Actual quantities will be determined on a task order basis.

5. Failure to not offer on any of these line items in the Pricing Table may result in your offer being deemed ineligible for award.

6. Contractors must document how overtime rates were calculated (Tab 3) for the base year and each option year. Provide a full and complete breakdown of all labor categories, hours, and rates that were used to develop the price(s), clearly indicating for each labor category the base hourly wage rate.

EVALUATION FACTORS AND BASIS FOR AWARD

The Government intends to establish a requirements contract that includes a one-year base year plus four (4) 12-month options, resulting from this solicitation to the responsible contractor whose quotation conforms to the solicitation and represents the best value to the Government, price and other factors considered. SSA will conduct a tradeoff among offerors who receive a rating of “Acceptable” under the Technical Requirements factor. SSA will evaluate the non-price factors of Experience and Past Performance among offerors who receive a rating of “Acceptable” under, Technical Requirements. Non-Price factors are considered slightly more important than price, and will be weighted in the following descending order of importance:

Experience

Past Performance

All non-price evaluation factors, when combined, are considered slightly more important than price. The award decision will be based on a best value trade-off among the evaluation factors;

therefore, the Government may not award to the lowest price or the highest technically rated quote if it does not offer the best value to the Government, all factors considered.

Technical Requirements SSA will evaluate offers to determine if they are technically acceptable, that means the proposed solution shall meet all Technical Requirements in the Statement of Work (SOW). The Technical Requirements in the SOW consist of Section II. A. 1-2, B.7, C.2.b, f-h, k, C.3.b – f, C.4 a-c, C.5 a-c, C.6 b, e, f, C.9 a-c, C.10, C.12 a-d and Appendix Tables 1 and 2. SSA will evaluate the offeror’s response to each of the Technical Requirements, and make an Acceptable or Not Acceptable determination for each requirement. The offer should clearly state how the proposed solution meets all of the Technical Requirements.

In order to receive an Acceptable rating, the offeror’s proposed solution must meet all Technical Requirements. Offerors who do not receive an Acceptable technical rating are not eligible for award. Only offerors receiving an Acceptable technical rating will be evaluated for Experience and Past Performance.

Experience The Government will evaluate the extent to which a contractor possesses relevant experience in work similar to the Government’s requirements under this solicitation in terms of size, scope and complexity. The Contractor will be required to include descriptions of no more than three contracts that clearly and conclusively demonstrate the Contractor’s relevant experience (similar in size, scope, and complexity) to the solicitation requirements. The evaluation will involve an assessment of the depth, breadth, and relevance of experience of the contractor, with particular emphasis on experience in managing and conducting mail inserter machines and maintenance projects that were similar in size, scope, and complexity to the solicitation requirements.

When evaluating contractor experience under this solicitation, the Government will not consider the experience of proposed subcontractors except those considered major. Major subcontractors are those that account for at least 25% of the total contract value or perform a critical safety-related function. The Government reserves the right to verify the cited experience.

As of the closing date of the solicitation, the relevant experience references (contracts) must have either been completed within the past five years, or be currently active. Currently active contracts must have been active for a minimum of one year to demonstrate the depth of experience and a sustained performance history.

The evaluation will be made by reviewing the information submitted by the contractor. Failure of a contractor to provide a thorough description of how its experience is similar in size, scope, and complexity to the solicited requirements may result in the quote being determined ineligible for award. The Contractor shall provide rationale to convince SSA that such contracts are indeed similar in size, scope, and complexity and are relevant.

The following adjectival ratings will be used to evaluate the quotations received for the non-price factor Experience:

EXPERIENCE

RATINGS/DEFINITIONS

Rating Description

Equivalent

The Contractor’s experience reference clearly demonstrates that the Contractor has provided services equivalent in size, scope, and complexity to the RFQ requirements. The quotation possesses exceptional strengths.

Very Similar

The Contractor’s experience reference clearly demonstrates that the Contractor has provided services very similar in size, scope, and complexity to the RFQ requirements. The quotation provides strengths that more than offset any minor weaknesses.

Somewhat Similar

The Contractor’s experience reference clearly demonstrates that the Contractor has provided services somewhat similar in size, scope, and complexity to the RFQ requirements. The quotation provides weaknesses that are offset by strengths.

Slightly Similar

The Contractor’s experience reference clearly demonstrates that the Contractor has provided services slightly similar in size, scope, and complexity to the RFQ requirements. The quotation weaknesses are not offset by strengths.

Not Similar

The Contractor’s experience reference clearly demonstrates the Contractor experience is not similar in size, scope, and complexity to the RFQ requirements. The quotation weaknesses are numerous.

Past Performance SSA’s evaluation of Past Performance will be a subjective assessment based on performance history on the projects cited in the “Experience” section of the Contractor’s quotation and information available in government past performance databases. The Contractor will be responsible for having the client/company/agency for the reference contract submit a completed past performance questionnaire to SSA’s Contracting Officer for each reference cited in the experience section of the Contractor’s quotation. Using the questionnaires and other available information, the Government will evaluate performance information on each contractor based on the past and present efforts.

The evaluation will include assessments in areas such as, (i) Quality (quality of product or service), (ii) Cost control (not applicable for firm-fixed-price or fixed-price with economic price adjustment arrangements), (iii) Schedule/timeliness, (iv) Management or business relations, (v) Small business subcontracting (as applicable), etc.

PAST PERFORMANCE

RATINGS/DEFINITIONS

Not

Applicable No relevant past performance record is available for evaluation, offeror has no relevant past performance.

Exceptional Performance meets contractual requirements and exceeds many to the Government’s benefit. Contractor accomplished performance with few minor problems for which corrective actions taken were highly effective.

Very Good Performance meets contractual requirements and exceeds some to the Government’s benefit. Contractor accomplishes performance with some minor problems for which corrective actions taken were effective.

Satisfactory Performance meets contractual requirements. Contractor performance contains some minor problems for which corrective actions taken were satisfactory.

Marginal Performance does not meet some contractual requirements; Contractor performance reflects a serious problem for which the contractor has not yet identified corrective actions. Proposed actions appear marginally effective or were not fully implemented.

Unsatisfactory Performance does not meet most contractual requirements and recovery is unlikely in a timely manner. Contractor performance contains a serious problem for which the contractor’s corrective actions were ineffective.

Price Although price is an evaluation factor, it will not be evaluated based upon a predetermined evaluation rating scale. Price will be analyzed in order to ensure that the proposed price is fair and reasonable.

The Government will evaluate quotes for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

Contract Clauses and Terms and Conditions

52.204-18 Commercial and Government Entity Code Maintenance. (JUL 2016)

(a) Definition. As used in this clause-

Commercial and Government Entity (CAGE) code means-

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

(b) Contractors shall ensure that the CAGE code is maintained throughout the life of the contract.

For contractors registered in the System for Award Management (SAM), the DLA Commercial and Government Entity (CAGE) Branch shall only modify data received from SAM in the CAGE master file if the contractor initiates those changes via update of its SAM registration.

Contractors undergoing a novation or change-of-name agreement shall notify the contracting officer in accordance with subpart 42.12. The contractor shall communicate any change to the CAGE code to the contracting officer within 30 days after the change, so that a modification can be issued to update the CAGE code on the contract.

(c) Contractors located in the United States or its outlying areas that are not registered in SAM shall submit written change requests to the DLA Commercial and Government Entity (CAGE) Branch. Requests for changes shall be provided at https://cage.dla.mil. Change requests to the CAGE master file are accepted from the entity identified by the code.

(d) Contractors located outside the United States and its outlying areas that are not registered in SAM shall contact the appropriate National Codification Bureau (points of contact available at http://www.nato.int/structur/AC/135/main/links/contacts.htm) or NSPA at https://eportal.nspa.nato.int/AC135Public/scage/CageList.aspx to request CAGE changes.

(e) Additional guidance for maintaining CAGE codes is available at https://cage.dla.mil.

(End of clause)

52.216-18 Ordering. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued during the 12-month base period of performance and during any subsequent option period, if exercised.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of $3,500,000.00.

(2) Any order for a combination of items in excess of $6,000,000.00 or

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216- 21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-21 Requirements. (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as estimated or maximum in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order.

The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the expiration date of the order.

(End of clause)

52.216-31 Time-and-Materials/Labor-Hour Proposal Requirements-Commercial Item Acquisition. (FEB 2007)

52.217-8 Option To Extend Services. (NOV 1999)

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 Officer may exercise the option by written notice to the Contractor within 30 days.

(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 anytime during the contract performance period; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days 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 66 months.

(End of clause)

52.232-7 Payments Under Time-and-Materials and Labor-Hour Contracts. (AUG 2012)

52.232-39 Unenforceability of Unauthorized Obligations. (JUN 2013)

52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

(End of clause)

52.243-3 Changes - Time-and-Materials or Labor-Hours. (SEP 2000)

52.246-6 Inspection - Time-and-Material and Labor-Hour. (MAY 2001)

52.252-2 Clauses Incorporated by Reference. (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

www.acquisition.gov.

(End of clause)

52.212-4 Contract Terms and Conditions—Commercial Items (DEVIATION 2017-02)

(AUG 2017)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

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

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

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law.

If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

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