final_FY18_RTR_solicitation_(002).pdf

SECTION B - Supplies or Services/Prices

B.1 NRCB010 BRIEF PROJECT TITLE AND WORK DESCRIPTION

(a) The title of this project is: Develop and Conduct the "Research and Test Reactor (RTR) Operations Training" Course.

B.2 BRIEF DESCRIPTION OF WORK (MAR 1987)

The objective of this acquisition is to create and deliver hands on training relating to the operations of a research and test reactor. The Contractor shall provide the personnel, research and test reactor facilities, instructional materials, and services necessary to prepare and teach the "RTR Operations Training” course.

B.3 NRCB080 CONSIDERATION AND OBLIGATION-FIRM-FIXED-PRICE

The total amount of the Firm-Fixed-Price portion of this contract is TBD, and this amount is fully-funded.

B.4 PRICE/COST SCHEDULE

PERIOD OF PERFORMANCE: TBD (Five Year Performance Period)

CLIN Description of Services EST

QTY

UNIT UNIT

PRICE

TOTAL

PRICE

0001 Course Development 1 LOT

0002 Instruct/present RTR training course

5 EA

0002a Training materials for RTR training course (50 student, 5 Instructor)

55 EA

0002b Shipping Materials NTE $2,000.00

TOTAL PRICE: $TBD

B.5 – Performance Work Statement (PWS)

1.0 Project Title:

The title of this project is as follows: “Research and Test Reactor (RTR) Operations Training" Course.

2.0 Background

The Nuclear Regulatory Commission (NRC) inspects licensed nuclear facilities and their construction and operations (licensed activities) as part of its public health and safety mission. The purpose of these inspections is to verify licensed activities are conducted safely and in accordance with federal regulations. In support of this mission, the NRC's Office of the Chief Human Capital Officer, in conjunction with the Office of Nuclear Reactor Regulation, conducts a program of training designed to give NRC staff technical information and hands-on experience in the area of operations in the Research and Test Reactor (RTR) arena. The course improves the NRC inspector’s ability to conduct in-depth inspections and design reviews of NRC-licensed RTR facilities to determine whether or not applicable codes and standards are met.

3.0 Objective

The objective of this acquisition is to create and deliver hands on training relating to the operations of a research and test reactor. The Contractor shall provide the personnel, research and test reactor facilities, instructional materials, and services necessary to prepare and teach the Research and Test Reactor (RTR) Operations Training" Course.

4.0 Scope of Work

The contract shall cover the development of course materials and the presentation of a training course entitled” Research and Test Reactor (RTR) Operations Training" Course.” The course shall emphasize the codes and standards pertaining to NRC regulated activities, and shall conduct hands on training at a research and test reactor facility. This course shall cover both the regulatory basis and the physics basis and must be developed and implemented in compliance with applicable NRC regulations and license conditions.

Additionally, the course must identify and address situations that may adversely affect the health and safety of workers and the public. The NRC reserves the right to visit the offeror's training facility prior to a contract award. The courses shall be held at the Contractor's facility and the facility will be equipped with the a research and test reactor facility, available for use during normal business hours, to support this training.

5.0 Tasks/Services

The contractor shall provide all resources necessary (personnel, equipment and material) to accomplish the tasks and deliverables described in this Performance Work Statement (PWS).

5.1.1: Task 1 – Course Development The Contractor shall develop/update the existing course materials for the course entitled, "RTR Operations Training” to include, at a minimum, the topics listed below. Course objectives shall be accomplished through a combination of lectures, discussions, videos, demonstrations, and field exercises providing hands-on experience in the various aspects of RTR operations. Changes in, additions to, or deviations from the topics listed are permitted, but the content of the final outline shall be approved by the NRC COR.

i. Lectures: The classroom portion of the course shall encompass at least the following:

1) Reactor and Facility Design

2) Reactivity Summary

3) Reactor Startup and Shutdown

4) Reactor Operation Modes

5) Technical Specifications and licenses

6) Subcritical Multiplication and 1/M Approach to Critical

7) Control Rod Worth and Calibration

8) Excess Reactivity and shutdown Margin

9) Fuel Element Worth versus Position

10) Movement of Fuel

11) Power Level Instrument Calibration

12) Experiments

ii. Demonstrations: The course shall include hands on exercises to include demonstrations and instruction utilizing a research and test reactor, which shall be designed to allow each student to gain hands-on experience in RTR operations to the maximum extent possible. The demonstrations shall include:

1) Reactor Startup

2) Subcritical Multiplication and 1/M Approach to Critical

3) Control Rod Worth and Calibration

4) Fuel Element Worth versus Position

5) Power Level Instrument Calibration

6) Reactor Pulsing and Square Wave Pulsing (if applicable to the facility)

7) Experiment Operations

iii. Course Duration: The course shall be approximately thirty-six (36) hours in duration (four consecutive segments @ 8 hours per day, with the last day consisting of four hours).

iv. Course Materials: The Contractor shall provide course materials (the student and instructor manuals and all reference materials) to the current industry standards, and shall be utilized for the period of the contract. A copy of the previous NRC RTR operations course instructor and student manuals will be provided to the Contractor as a guideline within a week of contract award, but shall be updated as appropriate with the new standards and visuals. During the contract period, in the event of new regulatory requirements or significant changes to industry standards, the course material will be updated via modification to the contract. The modification to the contract will be via a PWS which will establish the work to be performed and the schedule for delivery. All manuals, both instructor and student, shall be prepared in the current version of Microsoft Word. Any graphics presentations used in the course will be developed in the current version of Microsoft PowerPoint.

All course and reference materials as well as training aids prepared or created by the Contractor or obtained for the NRC for use in the presentation of this course will become the property of the NRC upon completion of this contract.

The Contractor shall provide the following items for each course:

a) Student Manual

1) The Contractor shall prepare a student manual for use during the presentation of the course material. The student manual shall include printed copies of view graphs, slides and other visual aids required to present the course.

2) Learning objectives shall be included at the beginning of each section or chapter.

3) The student manual shall also include a Table of Contents, a glossary of common terms and copies of relevant reference material. Short references shall be included in the manual while lengthy references shall be listed in a bibliography which provides the student with sufficient information to determine what issues the reference covers and where a copy may be obtained.

b) Instructor Manual The Contractor shall provide an instructor manual to supplement the student manual. The instructor manual shall include, as a minimum:

1) Detailed course outline;

2) Clearly defined learning objectives for each topic;

3) Copies or detailed descriptions for visual aids;

4) Detailed lesson plans indicating the manner in which the student material will be presented by the instructor. The lesson plans shall include appropriate references to visual aids and other materials required during the presentation and indicate when each is to be used during the presentation; or, a Microsoft Power Point presentation may be used as a substitute if adequate instructor information is provided in the notes section.

5) Detailed references to course references, codes, and standards.

6) The instructor manual shall be prepared in sufficient detail to allow a qualified individual who has not previously conducted the course to present the material in an organized fashion.

v. Visual Aids The Contractor shall develop or provide visual aids to assist students in understanding the course material.

The Contractor shall use these visual aids to supplement the presentation of the course material. Any visual aid which the Contractor deems necessary for the presentation of this course must be provided to the NRC COR as an integral part of the training package. A hard copy of each visual aid used during the course should be included in the student manual at the end of the applicable chapter.

vi. Software Format All manuals, both instructor and student, shall be prepared in the current version of Microsoft Word. Any graphics presentations used in the course will be developed in the current version of Microsoft PowerPoint format.

5.1.2: Task 2 – Instruct/Present "RTR Operations Training” Course The Contractor shall instruct/present the course entitled, "RTR Operations Training” in accordance with the requirements of this PWS.

i. Training Materials:

The Contractor shall provide training materials for each student including: a student manual which shall include learning objectives for each section, a copy of relevant industry standards and NRC Regulatory Guides, Generic Communications, and policy documents relevant to the subject matter; a copy of relevant view-graphs used during the course presentation and not already provided in the student manual; applicable case histories; and all handouts, (i.e., material not included in the student manual).

The use of handouts shall be kept to a minimum and shall represent material that could not have been incorporated in the student manual prior to the start of the course. All student manuals-shall be prepared in the current version of Microsoft Word. Any graphics presentations used in the course shall be prepared in Microsoft PowerPoint format.

ii. Place of Performance The course will be held at the Contractor’s facility equipped with the necessary research and training reactor equipment to support this training. The NRC reserves the right to visit the offeror’s training facility prior to a contract award.

iii. Class Size Class size shall be limited to eight (8) students and two (2) optional observers (the Contracting Officer Representative and/or an individual designated by the Contracting Officer Representative), subject to the size limitations of the Contractor’s facilities. Observers will be provided with a copy of the student training materials. These two optional observer positions may be used as regular student positions if the observers designated by the Contracting Officer Representative do not attend.

iv. Class Hours Class hours shall start at 8:00 a.m. and end about 4:00 p.m. each day, allowing sixty minutes for a lunch break, with approximately seven hours of instruction time available per day. Breaks shall be provided at a frequency of approximately ten (10) minutes following each 50 minutes of instruction, with the flow if the course materials. Class shall begin at 8:00 a.m. on the first scheduled class day, and end at 12:00 p.m. on the last scheduled class day.

v. Other materials to be provided to the NRC Contracting Officer Representative/students by the Contractor include:

a) Shipping boxes and shipping expenses for shipping student manuals via the USPS at the book-rate to the student mailing addresses following completion of the course.

b) Information clearly showing the training facility and nearby lodging available to the students.

This shall be provided to the NRC Contracting Officer Representative sixty (60) days prior to the course.

5.2: Personnel Qualifications:

The courses shall be conducted by an instructor with a minimum of five years experience in the field of RTR operations. Course instructors must have a minimum of five years experience in reactor technology, relevant codes and standards and a demonstrated understanding of the regulatory issues dealing with RTR operations technology used at NRC-licensed nuclear facilities. Course instructors must also have a minimum of 3 years expertise in course instruction, with experience in providing instruction to, and supervising the activities of, individuals who have little or no experience in the field of RTR technology or industrial safety to ensure applicable Federal and State safety requirements are met in this course. The Contractor shall propose one or more instructors to present the course. For each proposed instructor, a resume shall be submitted to the NRC Project Officer for approval. Resumes shall also be provided for those individuals preparing the student and instructor manual.

5.3 Deliverables

Section # Deliverable Due Date Format Submit to

5.1.1 First draft

instructor manual outline

Within thirty (30) days after the initial meeting or within thirty (30) days after receipt of written cancellation of that meeting

Hard copy and electronic format Manual:

Microsoft word* Graphics: in Microsoft Powerpoint*

CO/COR

5.1.1 First draft student

manual outline

Within thirty (30) days after the initial meeting or within thirty (30) days after receipt of written cancellation of that meeting

Hard copy and electronic format Manual:

Microsoft word* Graphics: in Microsoft Powerpoint*

CO/COR

5.1.1 Second draft

instructor manual outline within ten (10) days after receipt of the NRC Contracting Officer Representative comments.

Hard copy and electronic format Manual:

Microsoft word* Graphics: in Microsoft Powerpoint*

CO/COR

5.1.1 Second draft

student manual outline within ten (10) days after receipt of the NRC Contracting Officer Representative

Hard copy and electronic format Manual:

Microsoft word*

CO/COR

comments. Graphics: in Microsoft Powerpoint*

5.1.1 First Draft

instructor manual, student manual, and visual aids within sixty (60) days after acceptance of the draft instructor manual outline and the student manual outline, Hard copy and electronic format Manual:

Microsoft word* Graphics: in Microsoft Powerpoint*

CO/COR

5.1.1 Second draft

instructor manual, student manual, and visual aids within ten (10) days after receipt of the NRC Contracting Officer Representative comments.

Hard copy and electronic format Manual:

Microsoft word* Graphics: in Microsoft Powerpoint*

CO/COR

5.1.1 Final Copies Within sixty (60)

days after acceptance of the draft materials by the Contracting Officer Representative

Electronic data source (disk, cd, dvd) Hard copy and electronic format Manual:

Microsoft word* Graphics: in Microsoft Powerpoint*

5.1.2

Pre-Course Submission

60 days prior to start of each course

Electronic format:

Manual:

Microsoft word* Graphics: in Microsoft Powerpoint*

COR

5.1.2

Post-Course Submission

Within 30 days of course completion

Electronic Format: Word Document

COR

*Most recent version

5.4 Performance Standards

Task 1:

Standard:

No more than one instance of noncompliance with the requirements listed above for each course.

Incentives A 0.05% deduction will be taken off the total contract line item amount (CLIN) for each business day late for each deliverable. A 0.05% deduction will be taken off the total CLIN for each NRC comment not incorporated into the Contractor’s final deliverable submissions.

Task 2:

Standard No more than one instance of noncompliance with the requirements listed above for each course.

Quality Assurance Plan 100% inspection: The NRC Contracting Officer Representative shall review the Contractor’s Pre-Course Material Submission and ensure that all materials submitted meet all requirements. The NRC Contracting Officer Representative and/or designee may attend the course for observation. The NRC Contracting Officer Representative will also review the Post-Course Report.

Incentives A 0.05% deduction in total CLIN amount will be taken for each business day late for each deliverable submission.

EIT purchased under this contract/order must be accessible to persons with disabilities, unless otherwise stipulated in the contract/order. Any product replacements contemplated under this contract/order must be equally as 508 compliant as (or more compliant than) the original product purchased. Also, the Government reserves the right to conduct hands-on testing to validate contractor 508 compliance claims.

A Voluntary Product Accessibility Template (VPAT) shall be provided along with EIT deliverables submitted to the Government, if available.

5.5 Release of Publications

Any documents generated by the contractor under this contract/order shall not be released for publication or dissemination without CO and COR prior written approval.

5.6 Meetings and Travel

Courses will be held at Contractor’s facility. The Contractor shall provide transportation for all students between the training site and any field exercises or demonstrations.

5.7. NRC Furnished Materials

1. The NRC will furnish one copy of a student information sheet and a course evaluation form for non- NRC attendees. The student information sheet and course evaluation forms (as applicable) shall be provided to each student at the start of each course.

2. Previous RTR Operations Manual: Shall be provided as an attachment to the solicitation.

5.8. Additional Information/Guidance

The NRC will order at least one course session during the base year of this contract. Additional courses may be ordered if warranted by student demand historically, one course has been presented each year, but this may not be reflective of future needs. Courses will be formally scheduled via a delivery order form via electronic media or hard copy.

ii. Should the NRC determine no later than thirty (30) calendar days prior to the start of a course that the need is insufficient to conduct the course, the NRC may reschedule or cancel the course presentation by written notification to the Contractor without obligation to the government. This notice may be in electronic form or hard copy.

iii. The NRC reserves the right to supplement course presentations with NRC technical experts, if available.

The Contracting Officer Representative will notify the Contractor in advance of the course presentation if technical experts will be used.

iv. Student background and experience will vary. The Contractor shall not assume experience in RTR operations. The NRC Contracting Officer Representative will coordinate student attendance.

v. Exact course dates will be arranged with the Contractor at least ninety (90) days before each course.

SECTION C- Contract Clauses

C.1: NOTICE LISTING CLAUSES INCORPORATE BY REFERENCE

NUMBER TITLE DATE

52.202-1 Definitions.

(NOV 2013)

52.203-2 Certificate of Independent Price Determination

(APR1985)

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

(SEPT 2007)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions.

(OCT 2010)

52.204-7 System for Award Management (OCT 2016) 52.204-13 System for Award Management

Maintenance

(OCT 2016)

52.204-22 Alternative Line Item Proposal. (JAN 2017)

52.212-3 OFFEROR REPRESENTATIONS AND

CERTIFICATIONS - COMMERCIAL ITEMS

(MAY 2014)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving

(Aug 2011)

52.232-1 Payments (APR 1984) 52.232-25 Prompt Payment (JAN 2017) 52.232-39 Unenforceability of Unauthorized

Obligations

(JUN 2013)

52.233-1 Disputes (MAY 2014)

52.242-15 Stop Work Order (AUG 1989) 52.249-1 Termination for Convenience of

Government (Firm Fixed Price)

(APR 2012)

C.2 52.212-1 Instructions to Offerors—Commercial Items (Jan 2017)

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code and small business size standard for this acquisition is: 611430 and appears in Block 10 of the solicitation cover sheet (SF 1449). However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

(b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show—

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) “Remit to” address, if different than mailing address;

(8) A completed copy of the 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);

(9) Acknowledgment of Solicitation Amendments;

(10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

(11) If the offer is not submitted on the SF 1449, include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

(c) Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 30 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(d) Product samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender’s request and expense, unless they are destroyed during preaward testing.

(e) Multiple offers. Offerors are encouraged to submit multiple offers presenting alternative terms and conditions, including alternative line items (provided that the alternative line items are consistent with subpart

4.10 of the Federal Acquisition Regulation), or alternative commercial items for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.

(f) Late submissions, modifications, revisions, and withdrawals of offers.

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that offers or revisions are due.

(2)(i) Any offer, modification, revision, or withdrawal of an offer received at the Government office designated in the solicitation after the exact time specified for receipt of offers is “late” and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and—

(A) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of offers; or

(B) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government’s control prior to the time set for receipt of offers; or

(C) If this solicitation is a request for proposals, it was the only proposal received.

(ii) However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted.

(3) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel.

(4) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

(5) Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers. Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the offer.

(g) Contract award (not applicable to Invitation for Bids). The Government intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror’s initial offer should contain the offeror’s best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

(h) Multiple awards. The Government may accept any item or group of items of an offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may not be submitted for quantities less than those specified. The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.

(i) Availability of requirements documents cited in the solicitation.

(1)(i) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part 101- 29, and copies of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained for a fee by submitting a request to—

GSA Federal Supply Service Specifications Section Suite 8100 470 East L’Enfant Plaza, SW Washington, DC 20407

Telephone (202) 619-8925 Facsimile (202) 619-8978.

(ii) If the General Services Administration, Department of Agriculture, or Department of Veterans Affairs issued this solicitation, a single copy of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained free of charge by submitting a request to the addressee in paragraph (i)(1)(i) of this provision. Additional copies will be issued for a fee.

(2) Most unclassified Defense specifications and standards may be downloaded from the following ASSIST websites:

(i) ASSIST (https://assist.dla.mil/online/start/).

(ii) Quick Search (http://quicksearch.dla.mil/).

(iii) ASSISTdocs.com (http://assistdocs.com).

(3) Documents not available from ASSIST may be ordered from the Department of Defense Single Stock Point (DoDSSP) by—

(i) Using the ASSIST Shopping Wizard (https://assist.dla.mil/wizard/index.cfm);

(ii) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri, 0730 to 1600 EST; or

(iii) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, Philadelphia, PA 19111-5094, Telephone (215) 697-2667/2179, Facsimile (215) 697-1462.

(4) Nongovernment (voluntary) standards must be obtained from the organization responsible for their preparation, publication, or maintenance.

(j) Unique entity identifier. (Applies to all offers exceeding $3,500, and offers of $3,500 or less if the solicitation requires the Contractor to be registered in the System for Award Management (SAM) database.) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “Unique Entity Identifier” followed by the unique entity identifier that identifies the Offeror’s name and address. The Offeror also shall enter its Electronic Funds Transfer (EFT) indicator, if applicable. The EFT indicator is a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the Offeror to establish additional SAM records for identifying alternative EFT accounts (see subpart 32.11) for the same entity. If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for unique entity identifier establishment directly to obtain one. The Offeror should indicate that it is an offeror for a Government contract when contacting the entity designated at www.sam.gov for establishing the unique entity identifier.

(k) System for Award Management. Unless exempted by an addendum to this solicitation, by submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance and through final payment of any contract resulting from this solicitation. If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror. Offerors may obtain information on registration and annual confirmation requirements via the SAM database accessed through https://www.acquisition.gov.

(l) Debriefing. If a post-award debriefing is given to requesting offerors, the Government shall disclose the following information, if applicable:

(1) The agency’s evaluation of the significant weak or deficient factors in the debriefed offeror’s offer.

(2) The overall evaluated cost or price and technical rating of the successful and the debriefed offeror and past performance information on the debriefed offeror.

(3) The overall ranking of all offerors, when any ranking was developed by the agency during source selection.

(4) A summary of the rationale for award;

(5) For acquisitions of commercial items, the make and model of the item to be delivered by the successful offeror.

(6) Reasonable responses to relevant questions posed by the debriefed offeror as to whether source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities were followed by the agency.

(End of provision) (End of provision)

C.3 52.212-4 Contract Terms and Conditions—Commercial Items (Jan 2017)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Government wide 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; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

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

(End of clause)

C.4 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…