The_Agreement.pdf

GSA Contract No. 47PG0719Q0001

(The Agreement) Pages 1 of 13

Simplified Acquisition Service Contract for Janitorial Services located at the Des Moines International Airport, 5800 Fleur Drive, Des Moines, IA 50309

The Agreement

Table of Contents

I. Project Information A. Project Summary B. The Contract C. Period of Performance D. Authorized Representative E. Statement of Work, Specifications, Drawings, Exhibits, and Other Attachments

II. Prices A. Basis of Pricing B. Contract Price Form

III. Terms and Conditions

A. Commencement, Prosecution, and Completion of Work B. Contractor Responsibilities C. Contractor Management and Personnel D. Material and Workmanship E. Project Schedule F. Interpretation of Contract Documents G. Submittals H. Governments Right to Stop Work I. Other Contracts J. Insurance Requirements K. Options L. Additional Terms and Conditions

IV. Contract Clauses

A. Clauses Incorporated in Full Text B. Clauses Incorporated by Reference

V. Appendix A

(The Agreement) Pages 2 of 13

I. Project Information

I.A. Project Summary

See SOW.

I.B. The Contract

(1) The Contract consists of the SF 18, the Agreement, the Statement of Work, Exhibits, Amendments, Modifications, and other Attachments identified herein (collectively, the Contract Documents). The Contract contains the entire agreement of the Parties, and no prior written or oral agreement, express or implied, shall be admissible to contradict or modify any part of the Contract.

(2) The Contractor shall provide and pay for all labor, materials, equipment, tools, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution of the work described in and reasonably inferable from the Contract Documents (the Work), whether temporary or permanent. In consideration for, and upon condition of, the Contractor's completion of the Work, GSA shall pay the Contractor the price or prices established in Section II, subject to the terms and conditions set forth in this Contract.

I.C. Period of Performance

(1) The initial contract period shall be for a period of twelve (12) months from the date of contract award.

(2) Optional Contract Period.

GSAR 552.217-71, Notice Regarding Option(s) (NOV 1992)

The GSA has included an option to extend the term of this contract in order to demonstrate the value it places on quality performance by providing a mechanism for continuing a contractual relationship with a successful offeror that performs at a level with meets or exceeds GSA’s quality performance expectations as communicated to the contractor, in writing, by the Contracting Officer or designated representative. When deciding whether to exercise the option, the Contracting Officer will consider the quality of the contractor’s past performance under this contract.

In accordance with GSAR 517.203, solicitations that include an option to extend should inform offeror that the contract could result in a long term contractual relationship subject to both of the following conditions: Continuing need by GSA, and level of contract performance that at least meets GSA’s quality performance expectations.

The Government reserves the unilateral right to exercise the options to extend the term of the Contract. This Contract contains options that allow the government to extend the Contract for four (4) one-year option periods.

I.D. Authorized Representative

(1) This Contract is between the United States of America, acting by and through the Administrator of General Services (GSA), and the Contractor (the Parties). References in this Contract to "the Owner" or "the Government" shall be understood to refer to GSA. The following individual is designated as the only authorized GSA representative under this Contract, unless other warranted contracting officers are designated in writing:

Contracting Officer Name: Justin Panasiuk

(The Agreement) Pages 3 of 13

Address: 111 S. 18 Plaza, Omaha, NE Telephone: 402.221.4700 Email: Justin.Panasiuk@gsa.gov

(2) Authorities and Limitations

(a) All rights, responsibilities and authorities of GSA under this Contract are vested in the Contracting Officer. The Contracting Officer may delegate these rights, responsibilities, and authorities to other GSA representatives. Such delegations shall be effective and binding only if communicated in writing to the Contractor, and subject to any limitations specified therein.

(b) The Contractor shall perform the Contract in accordance with any order (including but not limited to instruction, direction, interpretation, or determination) issued by the Contracting Officer or other representative to whom the Contracting Officer has delegated authority. The Contractor assumes all the risk and consequences of performing work in accordance with an order issued by a person lacking authority to issue such order.

I.E. Statement of Work, Exhibits, and Other Attachments

The following documents are incorporated by reference into this Contract.

(1) Statement of Work, Dated 12.3.2018

(2) Drawings labeled AFSB Manager and BDO Offices and DSM TSA Break room and training room

(3) Wage Determination 15-4979, Dated 9.4.2018

II. Prices

II.A Basis of Pricing

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, indirect costs, fees, expenses, taxes, and profit.

II.B. Contract Price Form

Completed SF18.

III. Terms and Conditions

III.A. Commencement, Prosecution, and Completion of Work

The Contractor shall not commence the Work until the Contracting Officer has issued NTP. The Contractor shall diligently prosecute the Work so as to achieve Completion of the Work within the time specified in Section I (Project Information), “Period of Performance” clause.

III.B. 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.

(The Agreement) Pages 4 of 13

(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 must submit a safety plan before commencing work.

(5) 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.

III.C. Contractor Management and Personnel

(1) The Contractor shall employ sufficient management and contract administration resources, including personnel responsible for project management, field superintendence, change order administration, estimating, coordination, inspection, and quality control, to ensure the proper execution and timely completion of the Work. The Contractor shall designate a principal of the firm or other senior management official to provide executive oversight and problem resolution resources to the Project for the life of the Contract.

(2) The Contractor shall employ, and require its subcontractors to employ, qualified personnel to perform the Work. The Government reserves the right to exclude, or remove from the site or building, any personnel for reasons of incompetence, carelessness, or insubordination, who violate rules and regulations concerning conduct on federal property, or whose continued employment on the site is otherwise deemed by the Government to be contrary to the public interest.

(3) Repeated failure or excessive delay by the Contractor to provide qualified personnel shall be deemed a default for the purposes of the “Termination for Default” clause.

III.D. Material and Workmanship

All equipment, material, and articles incorporated into the Work shall be new and of the most suitable grade for the purpose intended, unless otherwise specified in this Contract. References in the specifications to equipment, material, articles, or patented processes by trade name, make, or catalog number shall be regarded as establishing a standard of quality and performance and shall not be construed as limiting competition. Unless specifically directed by the Contracting Officer, the Contractor may use any equipment, material, article, or process that is equal to that named in the specifications, so long as it is of comparable quality and meets specified characteristics, or, if no such characteristics are specified, the relevant performance characteristics of the specified item.

III.E. Project Schedule

(1) The Project Schedule shall be a rational, reasonable and realistic plan for completing the Work, and conform to requirements specified in the Contract.

(2) The Contractor understands and acknowledges that the preparation and proper management of the Project Schedule is a material component of the Work, and that the Contract price includes all costs of compliance with Project Schedule requirements.

(3) The Project Schedule shall depict all major activities necessary to complete the Work.

(4) Prior to commencing work, the Contractor shall submit its Project Schedule to the Contracting Officer. The Contractor shall submit the Project Schedule in both electronic and hardcopy print format.

(The Agreement) Pages 5 of 13

(5) If the Contractor revises the Project Schedule after initial submission, the Contractor shall provide in writing to the Contracting Officer a narrative describing the substance of the revision, the rationale for the revision, and the impact of the revision on the projected Completion.

(6) If at any time the Contracting Officer finds that the Project Schedule does not comply with any Contract requirement, the Contractor shall, upon written notice of exceptions taken by the Contracting Officer, revise the Project Schedule, adjust activity progress, or provide sufficient information demonstrating compliance. Regardless of whether the Contracting Officer takes any such exception, the Contractor shall not be relieved of its responsibility for the rationality, reasonableness or realism of the Project Schedule, or its responsibility to achieve Completion within the time specified by this Contract.

III.F. Interpretation of Contract Documents

Different requirements within the Contract Documents shall be deemed inconsistent only if compliance with both cannot be achieved.

III.G. Submittals

(1) The Contractor shall prepare and submit to the Contracting Officer shop drawings, samples, calculations, product information, mockups, and other submittals (collectively, "submittals") demonstrating compliance with Contract requirements for all Work components as specified elsewhere in this Contract. If particular submittal requirements are not specified for a component of the Work, the Contractor shall prepare submittals for such Work as directed by the Contracting Officer.

(2) Prior to submission, the Contractor shall review all submittals for accuracy, completeness, compliance with Contract requirements, and coordination between different trades and subcontractors. The Contractor shall indicate its approval on all submittals as evidence of such review and coordination. Submittals submitted to the Contracting Officer without evidence of the Contractor’s approval may be rejected without further review.

(3) The Contractor shall not proceed with work or procure products or materials described or shown in submittals until the Contracting Officer has indicated approval of the submittal. If the Contracting Officer disapproves of a submittal, the Contractor shall be entitled to an explanation of the reasons for disapproval. Any work or activity undertaken prior to approval shall be at the Contractor’s risk; should the Contracting Officer subsequently determine that the work or activity does not comply with the Contract, the Contractor shall be responsible for all cost and time required to comply with the Contracting Officer's determination. The Contracting Officer shall have the right to order the Contractor to cease execution of work for which submittals have not been approved. The Government shall not be liable for any cost or delay incurred by the Contractor attributable to the proper exercise of this right.

(4) Approval by the Contracting Officer of any submittal required under this Contract shall not relieve the Contractor from responsibility for any errors or omissions in such submittals, or from responsibility for complying with the requirements of this Contract, except with respect to variations described and approved as changes in accordance with the following Paragraph (5).

(5) The Contractor shall be entitled to rely upon approval of submittals containing variations from the requirements of the Contract as a change to the Contract only if the Contractor separately requests approval of the variation at the time of submission and the Contracting Officer has approved the request for variation. Such requests shall fully describe the substance of the variation reflected in the Contractor's submittal. This provision shall not be interpreted as limiting the right of the Government to treat non-conforming work as a change where the Contractor has failed to request a variation in accordance with this paragraph.

(The Agreement) Pages 6 of 13

(6) The Contractor shall be entitled to receive notice of action on submittals within a reasonable time, given the volume or complexity of the submittals and the criticality of the affected activities to Substantial Completion. The Contractor shall not be entitled to receive notice of action on submittals containing variations from Contract requirements in less than twenty working days.

III.H. Government’s Right to Stop Work for Non-Compliance

If the Contractor, after receiving written notice from the Contracting Officer of non-compliance with any requirement of this Contract, fails to promptly initiate action to achieve compliance within a reasonable time, the Contracting Officer shall have the right to order the Contractor to stop work under the Contract until the Contractor has complied. The Contractor shall not be entitled to any extension of Contract time or payment for any costs incurred as a result of being ordered to stop work for such cause. Possession of this right by the Contracting Officer shall not relieve the Contractor of its obligation to comply with the Contract, regardless of whether this right is exercised.

III.I. Other Contracts

The Government may enter into other contracts to be performed at the Project site. The Contractor shall not impede site access for these other contractors and shall notify GSA immediately if the activities of other contractors interfere with performance of the Contract.

III.J. Insurance Requirements

(1) The Contractor shall obtain and maintain for the entire life of the Contract, in addition to any insurance required by law, the following minimum kinds and amounts of insurance required pursuant to FAR 28.307-2.

(a) Workers' compensation insurance in the amount required by the jurisdiction in which the Contract is performed. The Contractor shall obtain Employers' liability coverage of at least $100,000. If occupational diseases are not covered by workers' compensation insurance, Employers' liability coverage shall include occupational diseases.

(b) Broad form comprehensive commercial general liability insurance in the amount of at least $500,000 per occurrence. Such insurance shall include, but not be limited to, contractual liability, bodily injury and property damage.

(c) Comprehensive automobile liability covering the operation of all automobiles used in connection with performing the Contract in the amount of at least $200,000 per person and $500,000 per occurrence for bodily injury and $200,000 per occurrence for property damage.

(2) The Contractor shall promptly provide to the Contracting Officer proof that it has obtained insurance required by the Contract in the form of certificates of insurance. The Contractor shall submit to the Contracting Officer all renewal certificates issued during the life of this Contract immediately upon issuance.

III.K. Options

N/A

III.L. Additional Terms and Conditions

N/A

(The Agreement) Pages 7 of 13

IV. Contract Clauses

IV.A. Clauses Incorporated in Full Text

(1) 52.213-4 Terms and Conditions—Simplified Acquisitions (Other Than Commercial Items)

(JAN 2014)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses that are incorporated by reference:

(1) The clauses listed below implement provisions of law or Executive order:

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

(ii) 52.222-21, Prohibition of Segregated Facilities (Feb 1999) (E.O. 11246).

(iii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(iv) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

(v) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.o.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

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

(vii) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78).

(2) Listed below are additional clauses that apply:

(i) 52.232-1, Payments (Apr 1984).

(ii) 52.232-8, Discounts for Prompt Payment (Feb 2002).

(iii) 52.232-11, Extras (Apr 1984).

(iv) 52.232-25, Prompt Payment (Jul 2013).

(v) 52.232-39, Unenforceability of Unauthorized Obligations (Jun 2013).

(vi) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors

(Dec 2013)

(vii) 52.233-1, Disputes (July 2002).

(viii) 52.244-6, Subcontracts for Commercial Items (Jul 2013).

(ix) 52.253-1, Computer Generated Forms (Jan 1991).

(b) The Contractor shall comply with the following FAR clauses, incorporated by reference, unless the circumstances do not apply:

(1) The clauses listed below implement provisions of law or Executive order:

(i) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul

2013) (Pub. L. 109-282) (31 U.S.C. 6101 note) (Applies to contracts valued at $25,000 or more).

(ii) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014)

(E.O. 13126). (Applies to contracts for supplies exceeding the micro-purchase threshold.)

(iii) 52.222-20, Walsh-Healey Public Contracts Act (Oct 2010) (41 U.S.C. 35-45) (Applies to supply contracts over $15,000 in the United States, Puerto Rico, or the U.S. Virgin Islands).

(iv) 52.222-35,Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212) (applies to contracts of $100,000 or more).

(v) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(Applies to contracts over $15,000, unless the work is to be performed outside the United States by employees recruited outside the United States.) (For purposes of this clause, United States includes the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.)

(vi) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212) (applies to contracts of $100,000 or more).

(vii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.) (Applies to service contracts over $2,500 that are subject to the Service Contract Act and will be performed in the United States, District of Columbia, Puerto Rico, the Northern Mariana Islands, https://acquisition.gov/far/current/html/52_222.html#wp1147479 https://acquisition.gov/far/current/html/52_222.html#wp1147656 https://acquisition.gov/far/current/html/52_222.html#wp1147711 https://acquisition.gov/far/current/html/52_222.html#wp1151848 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t21t25+618+103++%2822%29%20%20AND%20%28%2822%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://acquisition.gov/far/current/html/52_223_226.html#wp1169608 https://acquisition.gov/far/current/html/52_233_240.html#wp1113329 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://acquisition.gov/far/current/html/52_233_240.html#wp1113344 https://acquisition.gov/far/current/html/52_232.html#wp1152483 https://acquisition.gov/far/current/html/52_232.html#wp1152592 https://acquisition.gov/far/current/html/52_232.html#wp1152616 https://acquisition.gov/far/current/html/52_232.html#wp1152998 https://acquisition.gov/far/current/html/52_232.html#wp1160005 https://acquisition.gov/far/current/html/52_232.html#wp1160491 https://acquisition.gov/far/current/html/52_233_240.html#wp1113304 https://acquisition.gov/far/current/html/52_241_244.html#wp1129139 https://acquisition.gov/far/current/html/52_248_253.html#wp1120078 https://acquisition.gov/far/current/html/52_200_206.html#wp1141649 https://acquisition.gov/far/current/html/52_222.html#wp1147630 https://acquisition.gov/far/current/html/52_222.html#wp1147649 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://acquisition.gov/far/current/html/52_222.html#wp1158632 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://acquisition.gov/far/current/html/52_222.html#wp1148097 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+2+78++%2829%29%20%20AND%20%28%2829%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://acquisition.gov/far/current/html/52_222.html#wp1148123 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://acquisition.gov/far/current/html/52_222.html#wp1160021 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20

(The Agreement) Pages 8 of 13

American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake Island, or the outer continental shelf lands.)

(viii) 52.223-5, Pollution Prevention and Right-to-Know Information (May 2011) (E.O.

13423) (Applies to services performed on Federal facilities).

(ix) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C.

8259b) (Unless exempt pursuant to 23.204, applies to contracts when energy-consuming products listed in the ENERGY STAR® Program or Federal Energy Management Program (FEMP) will be—

(A) Delivered;

(B) Acquired by the Contractor for use in performing services at a Federally-controlled facility;

(C) Furnished by the Contractor for use by the Government; or

(D) Specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance.)

(x) 52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10a-10d) (Applies to contracts for supplies, and to contracts for services involving the furnishing of supplies, for use in the United States or its outlying areas, if the value of the supply contract or supply portion of a service contract exceeds the micro-purchase threshold and the acquisition—

(A) Is set aside for small business concerns; or

(B) Cannot be set aside for small business concerns (see 19.502-2), and does not exceed $25,000).

(xi) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management

(Jul 2013). (Applies when the payment will be made by electronic funds transfer (EFT) and the payment office uses the System for Award Management (SAM) database as its source of EFT information.)

(xii) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013). (Applies when the payment will be made by EFT and the payment office does not use the SAM database as its source of EFT information.)

(xiii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241). (Applies to supplies transported by ocean vessels (except for the types of subcontracts listed at 47.504(d).)

(2) Listed below are additional clauses that may apply:

(i) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (Aug 2013) (Applies to contracts over $30,000).

(ii) 52.211-17, Delivery of Excess Quantities (Sept 1989) (Applies to fixed-price supplies).

(iii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009)

(Pub. L. 110-247) (Applies to contracts greater than $25,000 that provide for the provision, the service, or the sale of food in the United States.)

(iv) 52.247-29, F.o.b. Origin (Feb 2006) (Applies to supplies if delivery is f.o.b. origin).

(v) 52.247-34, F.o.b. Destination (Nov 1991) (Applies to supplies if delivery is f.o.b.

destination).

(c) FAR 52.252-2, Clauses Incorporated by Reference (Feb 1998). This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://acquisition.gov/far/current/html/FARMTOC.html

(d) Inspection/Acceptance. The Contractor shall tender for acceptance only 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 https://acquisition.gov/far/current/html/52_223_226.html#wp1168831 https://acquisition.gov/far/current/html/52_223_226.html#wp1178433 http://uscode.house.gov/ http://uscode.house.gov/ https://acquisition.gov/far/current/html/Subpart%2023_2.html#wp1081346 https://acquisition.gov/far/current/html/52_223_226.html#wp1168995 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://acquisition.gov/far/current/html/Subpart%2019_5.html#wp1086841 https://acquisition.gov/far/current/html/52_232.html#wp1153351 https://acquisition.gov/far/current/html/52_232.html#wp1153375 https://acquisition.gov/far/current/html/52_247.html#wp1156217 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t45t48+351+1++%2846%29%20%20AND%20%28%2846%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://acquisition.gov/far/current/html/Subpart%2047_5.html#wp1072915 https://acquisition.gov/far/current/html/52_207_211.html#wp1140926 https://acquisition.gov/far/current/html/52_207_211.html#wp1141265 https://acquisition.gov/far/current/html/52_223_226.html#wp1183820 https://acquisition.gov/far/current/html/52_247.html#wp1155640 https://acquisition.gov/far/current/html/52_247.html#wp1155803 https://acquisition.gov/far/current/html/52_248_253.html#wp1120047

(The Agreement) Pages 9 of 13 services at no increase in contract price. The Government must exercise its postacceptance rights—

(1) Within a reasonable period of 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.

(e) 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.

(f) 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 that 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 that reasonably could have been avoided.

(g) 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.

(h) 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.

(FAC 2005–71)

(2) FAR 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts (SEPT 2013)

(a) In the performance of this contract, the contractor shall make maximum use of biobased products that are United States Department of Agriculture (USDA)-designated items unless—

(The Agreement) Pages 10 of 13

(1) The product cannot be acquired—

(i) Competitively within a time frame providing for compliance with the contract performance schedule;

(ii) Meeting contract performance requirements; or

(iii) At a reasonable price.

(2) The product is to be used in an application covered by a USDA categorical exemption (see 7 CFR 3201.3(e)). For example, all USDA-designated items are exempt from the preferred procurement requirement for the following:

(i) Spacecraft system and launch support equipment.

(ii) Military equipment, i.e., a product or system designed or procured for combat or combat-related missions.

(b) Information about this requirement and these products is available at http://www.biopreferred.gov.

(c) In the performance of this contract, the Contractor shall—

(1) Report to http://www.sam.gov, with a copy to the Contracting Officer, on the product types and dollar value of any USDA-designated biobased products purchased by the Contractor during the previous Government fiscal year, between October 1 and September 30;

and

(2) Submit this report no later than—

(i) October 31 of each year during contract performance; and

(ii) At the end of contract performance.

(3) GSAR 552.204-9 Personal Identity Verification Requirements (OCT 2012)

(a) The contractor shall comply with GSA personal identity verification requirements, identified at http://www.gsa.gov/hspd12, if contractor employees require access to GSA controlled facilities or information systems to perform contract requirements.

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have access to a GSA-controlled facility or access to a GSA-controlled information system.

(4) GSAR 552.252-6 Authorized Deviations in Clauses (Deviation FAR 52.252-6) (SEP 99)

(a) Deviations to FAR clauses.

(1) This solicitation or contract indicates any authorized deviation to a Federal Acquisition Regulation (48 CFR Chapter 1) clause by the addition of “(DEVIATION)” after the date of the clause, if the clause is not published in the General Services Administration Acquisition Regulation (48 CFR Chapter 5).

(2) This solicitation indicates any authorized deviation to a Federal Acquisition Regulation (FAR) clause that is published in the General Services Administration Acquisition Regulation by the addition of “(DEVIATION (FAR clause no.))” after the date of the clause.

(b) Deviations to GSAR clauses. This solicitation indicates any authorized deviation to a General Services Administration Acquisition Regulation clause by the addition of “(DEVIATION)” after the date of the clause.

(c) “Substantially the same as” clauses. Changes in wording of clauses prescribed for use on a “substantially the same as” basis are not considered deviations.

http://www.biopreferred.gov/ http://www.sam.gov/ http://www.gsa.gov/hspd12

(The Agreement) Pages 11 of 13

(5) FAR 52.203-99, Prohibition on Contracting with Entities that Require

Certain Internal Confidentiality Agreements (FEB 2015)

(a) The Contractor shall not require employees or subcontractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The contractor shall notify employees that the prohibitions and restrictions of any internal confidentiality agreements covered by this clause are no longer in effect.

(c) The prohibition in paragraph (a) of this clause does not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d)(1) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L.

113-235), use of funds appropriated (or otherwise made available) under that or any other Act may be prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(2) The Government may seek any available remedies in the event the contractor fails to comply with the provisions of this clause. (End of clause)

(6)Additional Clauses

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

(a) The Government may extend the term of this contract by written notice to the

Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 (months) 5 (years).

IV.B. Clauses Incorporated by Reference

(1) FAR 52.252-2, Clauses Incorporated by Reference (Feb 1998)

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

http://www.acquisition.gov/comp/far/index.html http://www.acquisition.gov/comp/far/index.html

(The Agreement) Pages 12 of 13

(2) Federal Acquisition Regulation (FAR) clauses:

NUMBER TITLE DATE

52.204-2

52.204-7

Security Requirements

System for Award Management

AUG 96

JUL 13

52.204-9

52.204-13

Personal Identity Verification of Contract Personnel

System for Award Management Maintenance

JAN 11

JUL 13

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

AUG 13

52.219-28 Post-Award Small Business Program Representation JUL 13

52.222-50 Combating Trafficking in Persons MAR 15

52.222-55

52.222-62

52.223-3

Minimum Wages Under Executive Order 13658

Paid Sick Leave Under Executive Order 13706

Hazardous Material Identification and Material Safety Data

- Alternate I (JUL 95)

DEC 14

JAN 17

JAN 97

52.223-17 Affirmative Procurement of EPA-designated Items in Service and Construction Contracts

MAY 08

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

AUG 11

52.224-1 Privacy Act Notification APR 84 52.224-2 Privacy Act APR 84 52.227-1 Authorization and Consent DEC 07 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement DEC 07 52.232-23 Assignment of Claims MAY 14 52.233-1 Disputes MAY 14 Alternate I DEC 91 52.239-1 Privacy or Security Requirements AUG 96

(3) GSA Acquisition Regulation (GSAR) clauses:

NUMBER TITLE DATE

552.204-9 Personal Identity Verification Requirements OCT 12 552.215-70 Examination of Records by GSA FEB 96 (Applicable if over $100,000) 552.229-70 Federal, State, and Local Taxes APR 84 552.236-75 Use of Premises APR 84 552.239-70 Information Technology Security Plan and Security Authorization JUN 11 552.239-71 Security Requirements for Unclassified Information Technology Resources JAN 12

(The Agreement) Pages 13 of 13

(4) Total Small Business Set-Aside

This contract is Total Small Business Set-Aside; the following clause is incorporated by reference:

52.219-6 Notice of Total Small Business Set-Aside or Sole-Source Award NOV 11

V. Appendix A Safeguarding Sensitive Data and

Information Technology Resources

This section applies to all users of sensitive data and information technology (IT) resources, including awardees, contractors, subcontractors, lessors, suppliers and manufacturers.

The following GSA policies must be followed. These policies can be found at http://www.osa.govidirectives or https://insite.qsa.00vidirectives.

1. CIO P 2100.1 GSA Information Technology (IT) Security Policy

2. CIO P 2100.2B GSA Wireless Local Area Network (LAN) Security

3. CIO 2100.3B Mandatory Information Technology (IT) Security Training

Requirement for Agency and Contractor Employees with Significant Security Responsibilities

4. CIO 2104.1A GSA Information Technology IT General Rules of Behavior

5. CIO 2105.1B GSA Section 508: Managing Electronic and Information

Technology for Individuals with Disabilities

6. CIO 2106.1 GSA Social Media Policy

7. CIO 2107.1 Implementation of the Online Resource Reservation Software

8. CIO 2160.4 Provisioning of Information Technology (IT) Devices

9. CIO 2162.1 Digital Signatures

10. CIO P 2165.2 GSA Telecommunications Policy

11. CIO P 2180.1 GSA Rules of Behavior for Handling Personally

Identifiable Information (PI I)

12. CIO 2182.2 Mandatory Use of Personal Identity Verification (PIV) Credentials

13. CIO P 1878.2A Conducting Privacy Impact Assessments (PIAs) in GSA

14. CIO IL-13-01 Mobile Devices and Applications

15. CIO IL-14-03 Information Technology (IT) Integration Policy

16. HCO 9297.1 GSA Data Release Policy

17. HCO 9297.2B GSA Information Breach Notification Policy

18. ADM P 9732.1D Suitability and Personnel Security

The contractor and subcontractors must insert the substance of this section in all subcontracts.

[End Paragraph] http://www.osa.govidirectives/ https://insite.qsa.00vidirectives/