Region_6_Custodial_Program_Review_RFP_-_Final.pdf

GENERAL SERVICES ADMINISTRATION

REQUEST FOR PROPOSAL

GSA Heartland Region (R6)

Custodial Program and Building Specific Study

SOLICITATION NUMBER: 47PG0118R0006

SOLICITATION ISSUE DATE: JANUARY 12, 2018

QUESTION DUE DATE: JANUARY 17, 2018 AT 5:00 P.M. CST

OFFER RECEIPT AND TIME: JANUARY 29, 2018 AT 2:00 P.M. CST

SET ASIDE: 100% TOTAL SMALL BUSINESS SET-ASIDE

POC: COLE WHITE @ COLE.WHITE@GSA.GOV

mailto:cole.white@gsa.gov

GSA Solicitation No. 47PG0118R0006

SECTION I: GENERAL INFORMATION

NAICS CODE: 541611, Administrative Management and General Management Consulting

SBA SIZE STANDARD: $15 million

This RFP will be solicited, evaluated and awarded in accordance with FAR Parts 12, 13.106-1 and

13.106-2 and as supplemented with additional information in this notice.

(1) This Solicitation is set-aside for Small Businesses in accordance with FAR 19. This Solicitation sets forth requirements for proposals for a Contract to provide the service described in the Solicitation

Documents. Proposals conforming to the Solicitation requirements will be evaluated in accordance with the Method of Award set forth herein. The Government will award the Contract to the selected Offeror, subject to the conditions set forth herein.

(2) Neither the Solicitation nor any part of an Offeror's proposal shall be part of the Contract except to the extent expressly incorporated therein by the Contracting Officer.

GENERAL SERVICES ADMINISTRATION’S MISSION

“The mission of GSA is to deliver the best value in real estate, acquisition, and technology services to government and the American people.”

PERFORMANCE BASED SPECIFICATION

This solicitation contains a work statement for a performance-based service. This means the

Government has described WHAT is to be accomplished, not HOW to accomplish it, and states a basis for determining whether finished work meets the Government quality requirements. It does not state detailed procedures for accomplishing the work unless there are safety, security or communication requirements.

It is the responsibility of the Contractor to ensure they build into their proposal price the necessary hours it will take to meet the performance standards specified.

SHALL vs. MUST

Throughout this solicitation, the terms “shall” and “must” are used. “Shall” and “must” denote the imperative. They indicate an obligation to act. In this solicitation, and any resulting contract, “shall” and

“must” have the same meaning.

Questions & Requests for Information:

All questions must be submitted in writing or electronically to: cole.white@gsa.gov on or before January

17, 2018 by 5:00 p.m. CST. Questions and answers will be posted as an amendment to FBO.

RFP Submittal Date: January 29, 2018 at 2:00 P.M. CST

Proposal Preparation & Submittal:

Electronic Submission: All proposals submitted electronically should be in PDF format on the proposal form accompanying these specifications. Subject line should read: "Solicitation 47PG0118R0006

Proposal for GSA Heartland Region (R6) Custodial Program and Building Specific Study”. Proposals shall be submitted electronically and emailed to cole.white@gsa.gov no later than the Proposal Submittal deadline date. Proposals will only be accepted via email.

mailto:cole.white@gsa.gov

SECTION II: PRICING INFORMATION

All Contract prices set forth in this Section include all costs necessary to complete the work for which the price is established in accordance with the Contract Documents, including, but not limited to, the cost of work performed by subcontractors and consultants, material, indirect costs, fees, expenses, travel and profit.

Travel costs associated with each item shall be included in the price bid for each item.

The Government reserves the right to award all, some or none of the below items. All pricing shall be proposed as firm fixed price. Offerors must submit a price for all items listed. Partial offers will not be considered for award.

Contract Price Form

CLIN Description of Articles or Services

Quantity/

Unit of Issue

Unit Price Extended Price

Item 1: Region 6 Custodial Program

Analysis

1 EA

Option

Item 2 - Bolling Federal Building, Kansas City, MO Custodial Evaluation

Option

Item 3 - Zorinsky Federal Building, Omaha NE & Denney Federal Building/Courthouse, Lincoln, NE Custodial Evaluation

SECTION III: PERFORMANCE WORK STATEMENT (PWS)

Background GSA is the government’s landlord across the nation. As such, the GSA is required to preserve government assets and provide services for building tenants. With that is a fiduciary responsibility to be good stewards of taxpayer dollars.

The custodial program consists of cleaning, landscaping, snow removal, pest control, trash removal and recycling. GSA reviews the custodial program on a regular basis, looking for efficiencies, new technologies, new methods and ways to reduce costs.

Region 6 oversees 4 states in the Midwest- Missouri, Kansas, Iowa and Nebraska. To procure custodial services, we use a GSA national master specification and tailor it to meet specific building needs. The specification is performance based, spelling out the expected results, while leaving methods and frequencies to contractor discretion.

Scope of work This project scope consists of 3 parts (Custodial Program Review and 2 Building Specific Reviews):

I. Region 6 Custodial Program Study II. Building Specific Program Analysis (Options)

A. Bolling Federal Building, 601 E. 12th Street, Kansas City, Missouri B. Denney Federal Building and Courthouse, 100 N. Centennial Mall, Lincoln, Nebraska & the Zorinsky Federal Building, 1616 Capital Avenue, Omaha, Nebraska The Options shall be priced separately and have the flexibility to be be ordered independent of one another, at the discretion of GSA. A minimum of 1 visit to each of the facilities is required and anticipated as part of this work.

ITEM 1: Region 6 Custodial Program Analysis The contractor shall complete a thorough analysis and review of the region 6 custodial program, including reviewing master specification, quality assurance methods, workload process, estimating process, costs, data measurement. Provide a detailed study summary and recommendations for any recommended efficiencies, methods, new technologies, software, tools, cost reduction strategies, specification language changes, quality assurance methods, workload process and estimating process improvements.

Recommendations can be based on quality improvements, cost reduction, market alignment or any other reasonable rationale.

The in depth review and analysis of the custodial program shall include the following, at a minimum:

● Evaluate current custodial program, identify opportunities for improvement

● Evaluate GSA master specification, compare against industry standards; identify vague or problem language; identify areas where GSA may be over-providing services when compared to industry practices; identify underprovided services.

● Recommend ways to streamline the specification, make it more user friendly, easier to understand and maximize the understanding with the fewest number of pages

● Recommend specification modifications to improve efficiencies or incorporate new methods used in the marketplace

● Identify efficiencies to be realized by slight specification modifications

● Identify opportunities for cost savings, compare costs to commercial industry data and like government facilities

● Evaluate the GSA workloading process, identify differences between GSA process and industry accepted practices. Recommend modifications that GSA can implement to develop more accurate workloads

● Evaluate the GSA estimating process, identify differences between GSA estimating and industry accepted practices. Recommend changes GSA can use to build better, more accurate estimates.

● Evaluate financial performance, benchmarking methods and recommend the most appropriate method for GSA to determine what costs targets should be

● Evaluate performance criteria, measures and metrics and make recommendations how the government should streamline benchmarking, measure cleaning contractor performance, maximize the value received by the government and taxpayers

● Evaluate quality assurance methods, frequencies and results, recommend changes and improvements to streamline the quality assurance program. This includes inspection types, methods, frequencies, etc. The intent is to ensure the government and taxpayer receive what they are paying for

● Recommend a non-proprietary quality assurance software, application or a method using existing, available tools, such as google drive, MS office tools, etc. that is in the best interest of the government. If a software is recommended, it shall be an off-the-shelf readily available product

● Recommend a method to benchmark custodial costs against buildings of similar space class, size, population, functionality, features and in the same geographical area

Item Deliverables:

1. Report detailing the methodology and study of the program

2. Report of findings

3. Market Information and Supporting Data

4. Recommendations for Improvements, Unrealized Opportunities, ways to streamline, and ways to add value

5. Recommendations for a quality assurance software, application or methods using existing and available tools

ITEMS 2 and 3: Building Specific Program Analysis for the Bolling Federal Building, Zorinsky Federal Building & Denney Courthouse/Federal Building The contractor shall complete a detailed analysis and review of the custodial program at the following locations:

A. Bolling Federal Building, 601 E. 12th Street, Kansas City, Missouri B. Denney Federal Building and Courthouse, 100 N. Centennial Mall, Lincoln, Nebraska & the Zorinsky Federal Building, 1616 Capital Avenue, Omaha, Nebraska

The in depth review and analysis of the custodial program shall include, at a minimum, the following:

● Review quality assurance, building information, pricing methodologies, quality control, etc (complete program)

● Provide recommendations to make improvements, implement new methods/efficiencies, especially those found in the marketplace

● Provide supporting data and market/industry information to support position and recommendations

● Evaluate workload and staffing levels to identify overstaffing, understaffing, inefficiencies and make appropriate recommendations

● Identify deficiencies in scheduling and coordinating work to meet contract requirements

● Identify underutilized spaces or over-provided services that can be pared back to realize savings

● Identify services that are provided per the contract, that are not in line with industry standards

● Identify industry standard services that are not provided for in the current contract.

● Identify cost savings opportunities in all areas of this custodial program

● Evaluate quality control methods, frequencies and results, recommend changes, improvements as applicable

Item Deliverables- Separate Report for Each Building:

1. Report detailing the methodology and study of the program

2. Report of findings

3. Market Information and Supporting Data

4. Recommendations for Improvements and Unrealized Opportunities

5. Anticipated Savings for Recommendations for Improvements and Unrealized Opportunities

SECTION IV: PERIOD OF PERFORMANCE

Contract Completion: The initial contract period shall be for a period of 90 days from the date of contract award and notice to proceed.

SECTION V: CONTRACT DELIVERABLES

Contract deliverables correspond to the contract items required in the scope of work (See Section III – Performance Work Statement)

Item I Deliverables:

1. Report detailing the methodology and study of the program

2. Report of findings

3. Market Information and Supporting Data

Item II & III Deliverables (Separate Report for Each Building):

1. Report detailing the methodology and study of the program

2. Report of findings

3. Market Information and Supporting Data

5. Anticipated Savings for Recommendations for Improvements and Unrealized Opportunities

SECTION VI: TERMS AND CONDITIONS

Commencement, Prosecution, and Completion of Work

The Contractor shall not commence the Work until the Contracting Officer has issued the Notice to

Proceed. The Contractor shall diligently prosecute the Work so as to achieve Completion of the Work within the time specified in Section IV, Period of Performance clause.

Contractor Responsibilities

(1) Unless otherwise expressly stated in the Contract, the Contractor shall be responsible for all means and methods employed in the performance of the Contract.

(2) The Contractor shall be responsible for coordinating all activities of subcontractors.

(3) The Contractor shall immediately bring to the Contracting Officer's attention any hazardous materials or conditions not disclosed in the Contract Documents discovered by or made known to the Contractor during the performance of the Contract

(4) The Contractor assumes the risk of, and shall be responsible for, any loss, damage, destruction, or theft of Government property upon its delivery to the Contractor as Government-furnished property.

However, the Contractor is not responsible for reasonable wear and tear to Government property or for

Government property properly consumed in performing this Contract.

Security Considerations/Building Access

The contractor shall comply with agency personal identity verification procedures that implement

Homeland Security Presidential Directive-12 (HSPD-12) as required by FAR 52.204-9 in Section I of this contract and all other security clearance requirements provided herein and by the Contracting Officer, in accordance with the most updated Security Clearance and Suitability Supplement (will be provided to successful offeror upon award). This guidance does not replace tenant-specific security requirements of the contract.

Contractor Liability

The Contractor shall be responsible for any and all liability arising out of the negligence or fault of its agents and/or employees under this contract. The contractor shall indemnify the Government for any and all liability and damages to the Contractor's employees or to third parties arising out of the Contractor's negligence.

Standards of Conduct

The Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity and shall also be responsible for taking disciplinary action with respect to their employees as necessary.

Availability of Funds

Issuance of this Solicitation does not warrant that funds are presently available for award of a Contract.

Award of the contract shall be subject to the availability of appropriated funds, and the Government shall incur no obligation under this Solicitation in advance of such time as funds are made available to the

Contracting Officer for the purpose of contract award.

Submission of Invoices

Any inquiries regarding payment shall be directed to:

The General Services Administration, Region 7

PBS Payment Branch (BCFA)

P.O. Box 17181

Fort Worth, TX 76102-0181

Telephone Number: 1-800-676-3690

Send an email to: FW-PaymentSearch.finance@gsa.gov

Original invoices shall be submitted on the first of each month to:

http://financeweb.gsa.gov/vendorpayment/vpp_elect_invoice

One (1) copy shall be submitted via email to the Contracting Office.

Invoice Requirements

Invoices shall be submitted in an original only, unless otherwise specified, to the designated billing office specified in this contract or purchase/delivery order.

Invoices must include the Pegasys Document Number (PDN) number provided below or on the purchase/delivery order.

PDN # 6P2CMB-18-0003

In addition to the requirement for a proper invoice specified in the Prompt Payment clause of this contract or purchase/delivery order, the following information or documentation must be submitted with each invoice:

mailto:FW-PaymentSearch.finance@gsa.gov http://financeweb.gsa.gov/vendorpayment/vpp_elect_invoice

Name of the business concern and invoice date.

Contract number.

Delivery order number or other authorization for delivery of property or services.

Item number, national stock number (NSN), or other product identification number, description, price, and quantity of property and services actually delivered or rendered.

Name (where applicable), title, phone number, and complete mailing address of responsible official to whom payment is to be sent. The "remit to" address must correspond to the remittance address in the contract.

Contracting Officer’s Representative (COR)

However, the CO may delegate certain other responsibilities to their authorized representative. The COR is designated to assist the CO in the discharge of that official’s responsibilities when he/she is unable to be directly in touch with the contract work. The responsibilities of the COR include, but are not limited to:

Determining the adequacy of performance by the Contractor in accordance with the terms and conditions of this contract;

Acting as the Government’s representative in charge of work at the site;

Ensuring compliance with contract requirements;

Advising the Contractor of proposed deductions for nonperformance or unsatisfactory performance;

Advising the CO of any factors that may cause delay in performance of the work.

The COR for this contract will be delegated via designation memo by the CO at the time of award, or as a change in the COR is needed throughout the contract.

Clauses Incorporated By Full Text

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-COMMERCIAL ITEMS

The offeror shall complete only paragraphs (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) Web site located at http://www.sam.gov/portal. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (u) of this provision.

The full text of this clause and provision may be assessed electronically at the website:

http://farsite.hill.af.mil.

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, http://www.sam.gov/portal http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 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.— http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20

(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.

http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2033_2.html#wp1079912 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031290 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031326

(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.

http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358

(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.

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

(End of clause)

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

Commercial Items. (Nov 2017)

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

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

2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

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

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

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 and 108-78

(19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or

Executive orders applicable to acquisitions of commercial items:

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

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

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

X (4) 52. -10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016) (Pub.

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

__ (5) [Reserved].

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

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct

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

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

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013)

(41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

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

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

(OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (JAN 2011) of 52.219-4.

__ (13) [Reserved] X (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

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

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

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

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

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

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

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

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

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

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

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

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

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011)

(15 U.S.C. 657 f).

X (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged

Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business

Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

X (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Oct 2016) (E.O. 13126).

X _ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (28) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

__ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

X (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

__ (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

__ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010)

(E.O. 13496).

X (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O.

13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

__ (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

__ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

__ (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and

13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

__ (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015)

(E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

X (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).

__ (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

__ (44) 52.223-21, Foams (JUN 2016) (E.O. 13693).

__ (45)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

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