47PJ0019R0174_Generated_PDF_with_TOC.pdf

Table Of Contents

Section Description Page Number Section A Solicitation Form 1 Section B Schedule 10 Section C Clauses 11 Section D List of Documents and Attachments 26

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

Please see attached

GSA PBS Acquisition Division 8PQ 1 Denver Federal Center PO Box 25546, Building 41 Denver, CO 80225-0546 USA

8PSDP

BCFA

5:00 PM (MST)

EQ8PQ-19-0021

8PSDP

Cindy Andersen

GSA, DFC SERVICE CENTER DIVISION 8PSDP

BLDG 41 DFC PO BOX 25546

W 6TH AVE & KIPLING STREET

DENVER, CO 80225-0546

GSA, DFC SERVICE CENTER DIVISION 8PSDP

BLDG 41 DFC PO BOX 25546

W 6TH AVE & KIPLING STREET

DENVER, CO 80225-0546

Brian Turk

47PJ0019R0174 7/25/2019

561110

8/8/2019

PBS Payments Branch P.O. Box 17181 Ft. Worth, TX 76102-0181

See below for additional information

8PQ

303-236-4618

Section A Page 1

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

Section A Page 2

Page | 1

PERFORMANCE WORK STATEMENT

FOR ONSITE SUPPORT SERVICES

A-1 GENERAL

1. SCOPE OF WORK

The work required by this Performance Work Statement (PWS) includes Onsite Support Services for the General Services Administration, Rocky Mountain Region, Region 8.

2. BACKGROUND

a. The Public Buildings Service (PBS) is the landlord of the civilian Federal government, providing workspace for millions of federal employees in government-owned buildings and privately owned leased facilities across the nation. PBS also repairs, alters, renovates, and maintains these facilities, including 400 historic properties in the government’s inventory. Eleven regional PBS offices, located in major metropolitan centers across the country, deliver comprehensive real estate services to their Federal customer agencies.

b. PBS Region 8 has been headquartered in the Denver area providing services to its customers since 1950. The Region leases, manages and owns 650 properties that total over 16 million square feet of space in Colorado, Wyoming, Utah, Montana, South Dakota and North Dakota. The Regional Office is located in Building 41 on the Denver Federal Center in Lakewood, Colorado.

3. LOCATION

a. The work required by this PWS supports the Regional Office in Lakewood, Colorado; the Byron G. Rogers Federal Building and Courthouse in downtown Denver, Colorado; the David Skaggs Research Center located in Boulder, Colorado; Federal Building/US Post Office, Fargo, North Dakota; Paul H. Hatfield Courthouse, Helena, MT; W.F. Bennett Federal Building, Salt Lake City, UT; Wyoming Field Officer, Casper WY; Billings Field Office, Billings MT; Missoula Field Office, Missoula, MT; Cheyenne, WY. The majority of the services will be provided to the Regional Office in Lakewood. See Clause D.10 for information on the locations where contract staff support is required.

b. The contractor will also be required to support the Mobile Work Initiative. Contract associates shall be encouraged to successfully participate in the Mobile Work program to the greatest extent practicable. During the base year Mobile Work will be established and in the follow-on years the expectations for contract associates to successfully participate in the Mobile Work program will increase.

4. STAFFING

a. The Contractor shall provide staffing to perform the required services in accordance with the contract or task order. The task order issued at the start of each contract period will cover all then-known staffing requirements for the period. Staffing levels will remain fairly stable but may fluctuate over time due to changes in the Region’s mission requirements or budget considerations. Increases or decreases in staffing levels may be made by contract or task order modifications.

b. Contract associates will be placed in various service centers and business lines within

Regional offices.

Section A Page 3

Page | 2

c. Contract associates shall assist GSA in improving processes, streamlining work, and accomplishing work in the most efficient manner while still providing quality service to GSA and its customer agencies.

d. Recruitment and hiring of fully qualified contract associates is the sole responsibility of the Contractor. Notwithstanding that fact, the Contractor shall as a courtesy coordinate with the applicable work center Government Point of Contact (GPOC) and/or the Contracting Officer’s Representative (COR) upon final selection of a candidate to fill a vacant position in that work center. All Government Points of Contact will be provided to the contractor at time of award.

5. CONTRACT MANAGEMENT AND INTERFACE

a. The individual designated by the Contractor to serve as Program Manager shall be the focus of Interface with the Contracting Officer (CO) and COR for overall contract management to ensure satisfactory performance of the contract requirements, and shall have full authority to act for the Contractor on all matters relating to the performance of this contract. The Program Manager shall be assigned full time to this contract to provide general oversight of staff and interface with Government personnel. This individual shall provide such oversight in a manner that contributes to timely and efficient workflow and support to GSA work centers while precluding establishment of a personal services relationship between the Government and contract associates. Within that context, Government POCs in the various work centers may provide general guidance to contract associates as necessary to clarify or complete work assignments.

b. Contractor employees performing on the contract shall be fully qualified and skilled so as to require minimal direction in performance of their assigned tasks.

c. Government personnel shall not be responsible for directly supervising any contractor personnel. The Contractor shall remain fully responsible for supervision of its employees including establishment of work schedules, approval of mobile work schedule and locations, approval of all leave and other absences, performance evaluations, counseling, and disciplinary actions.

6. HOURS OF WORK

a. PBS business hours are from 7:00 a.m. to 5:00 p.m. daily, Monday through Friday excluding holidays. Contract Associates shall be scheduled to work 40 hours per week, 8 hours per day unless an alternate work schedule is acceptable to the Government and the Contractor can clearly demonstrate that flexible work schedules are a standard practice of their firm. Upon award, flexible work schedules shall be coordinated with and approved by the COR and the Contracting Officer to ensure the contractor’s flexible work schedule policy does not conflict with the needs of the Government in the applicable work center. All Contract Associates shall work during GSA’s core business hours of 9:00 AM to 3:00 PM, Monday through Friday.

b. Contract Associates shall only be permitted to work as follows:

i. during normal business hours as described above.

ii. non-business hours if requested by the Government and approved by the Contracting Officer prior to the start of work.

Section A Page 4

Page | 3

c. If administrative leave is granted to GSA associates (e.g. dismissals for severe weather, etc.), contractors who are pre-approved to work from an alternate site and have a mobile work agreement in place with their employer are allowed to work at an alternate site.

d. If there is a closure of the duty or work station (unless the Contract employee is in a travel status on approved Government business and closure does not impact his/her required duties, the alternate work site clause goes into effect.

e. Contract Associates are not permitted to work during non-business hours, except as indicated in paragraph b(ii) above.

f. Pursuant to the Service Contract Act, Contract Associates shall not work in excess of 40 hours per week unless overtime is approved in advance by the Contract Officer.

g. Selected contract staff may be required to be on call and be available to provide support at times other than normal business hours, as coordinated with CORs in applicable work groups.

7. TRAVEL

a. It may be necessary periodically for Contract Associates to travel in performance of their duties. When such travel is required, reimbursement will be made at Government rates in effect on the day(s) of travel and in accordance with the Clause D.22 entitled “Reimbursement for Contractor Travel”. The Contractor shall take advantage of any travel discounts offered to federal contractor employee travelers.

b. Travel will be performed only after prior coordination with the GPOC and authorization of the CO. Travel will be performed in Government or commercial conveyance including, but not limited to, motor vehicle or aircraft.

8. REPORTS

a. The Contractor shall provide periodic reports. Design of reports and data provided in the reports shall be approved by the CO prior to the end of the first month of contract performance. The Contractor shall not expend resources on preparing reports not directed by the CO.

b. Contractor Verification of Work Report

The contractor verification of work report shall consist of a global monthly report. The report shall provide an overall verification of work and major milestones achieved.

Ensure those achievements include both those directly tied to the GSA Measures and Initiatives and those that are not, both equal in importance. Please reference Clause C.36.

c. Mobile Work Report I The Program Manager shall report all instances of work performed through mobile work via a report to the CO with the monthly invoice. The report shall detail the name of contractor associate, the date and times they mobile worked, what work was planned and verification of that work which was performed. The report shall detail the following:

i. The name of the contract employee

ii. The date worked at an alternate location

iii. The work which was planned

iv. The verification of that work which was performed

Section A Page 5

Page | 4

d. Mobile Work Report II

The Mobile Work Report II will be developed by the contractor and submitted on a quarterly basis. The report shall detail the following:

i. What mode of transportation is used by each contract employee? (car, SUV, motorcycle, carpool, public transportation)

ii. What is the average round trip distance you travel to and from work?

iii. What is the number of days per week that you commute to and from work?

iv. If there are days which are spent at an alternate work location, what is the round trip distance traveled and the number of days that this occurs? (This includes working from home, where the distance traveled would be zero miles).

e. Price Management Report

The Price Management Report shall be submitted on a monthly basis to both the CO and COR no later than seven (7) calendar days after the end of each month. The report shall detail the following:

i. Dollars expended in each line item during the month

ii. Dollars expended in each line item contract year-to-date

iii. Dollars remaining in each line item

iv. Total cumulative dollars expended on the contract during the month

v. Total cumulative dollars expended contract year-to-date

f. Government-furnished Property Record

The Government-furnished Property (GFP) Record shall be submitted within the first 30 calendar days upon contract award and then quarterly or when a new or replacement piece of Government-furnished Property is issued to a contract employee. The report shall detail the following:

i. Name of contract associate

ii. Type of Government-furnished Property

iii. Serial number associated with the GFP

iv. Date issued

v. Date returned

9. GOVERNMENT-FURNISHED FACILITIES, EQUIPMENT AND SUPPLIES

a. Office and special purpose space will be provided by the Government at sites where services are performed. The Government shall furnish office equipment and materials in reasonable quantities to the Contractor. Equipment and supplies will include, but not be limited to

i. Office equipment including telephones, calculators, personal computers, printers, drafting equipment, copying machines, fax machines, and printing and binding equipment. Blackberrys may also be provided if deemed necessary by the GPOC and COR to perform assigned tasks.

ii. General office supplies and furniture (e.g., paper, pencils, desks, chairs, work tables) necessary to perform assigned tasks.

iii. Adequate access to computer systems, hardware, and software as required in performing tasks.

Section A Page 6

Page | 5

b. The facilities, equipment and supplies provided will vary based on the Government's assessment of current needs and the CO’s determination as to whether and how to meet those needs.

10. CONTRACTOR-FURNISHED EQUIPMENT AND SUPPLIES

a. The contractor shall provide for all safety equipment including but not limited to Hard Hats, Safety Goggles, Steel Toe Shoes, Work Gloves and Hearing Protection and other safety equipment in accordance with OSHA guidelines to the Project Manager positions and the Quality Assurance positions. Reference Section E.2.18 for pricing information.

11. SECURITY OF FACILITIES

Security of our facilities is a shared responsibility of all employees both federal and contract.

a. The Contractor will be required to perform tasks to assist the Rocky Mountain Region (RMR) in ensuring that the facility is secure and to assist in identifying potential hazards.

Contract staff shall be alert to surroundings and notify the Building Manager, Safety Manager, or Dispatch of suspicious activity, unknown, unescorted persons who do not have a visitor’s badge, or unauthorized removal of Government property from the facility.

b. Contract staff shall protect identification badges and card keys and notify the Regional Security Office and COR immediately if card keys or badges are lost. Badges and card keys will be turned into the Regional Security Office when employment is terminated.

Contract staff shall not prop open doors when entering or leaving the building and shall ensure that doors are secure as applicable. Contract staff shall notify the Safety or Building Manager or Dispatch if they are unable to secure a door or gate or have any other concerns.

12. CONTINUITY OF OPERATIONS

Region 8 has an ongoing need for support services that significantly contribute to the success of the Region in accomplishing its mission. The Region therefore requires an orderly and efficient transition including retaining to the maximum extent possible knowledgeable and qualified contract staff that are performing similar services at a similar level under existing contracts with Region 8. Any transition shall be accomplished in such a way that adverse impact to the continuity of operations and to contract staff is prevented or minimized to the maximum extent feasible.

A-2 DEFINITIONS

Acceptable Quality Level (AQL) - The degree to which the government will allow the Contractor's performance to vary; the variance from the standard that the Contractor is allowed.

Access Control - The prevention of unauthorized use of a resource. Access control mechanisms are used to allow, deny, or limit individuals and remote machines access to a resource. Access control mechanisms are typically based on the authenticated identity of the individual or remote machine requesting access. In this document, the terms access control and authorization are synonymous.

Contract Associates – individuals providing services to GSA but who are employed by the

Section A Page 7

Page | 6

Contractor.

Contracting Officer (CO) – the person responsible for all contracting actions and the only person authorized to make changes to the contract requirements.

Contracting Officer’s Representative (COR) – an individual designated and authorized in writing by the CO to perform specific technical or administrative functions. CORs have no authority to make changes to the contract requirements.

Contract Specialist (CS) – the individual responsible for providing administrative support to the Contracting Officer.

Customer - user/operator in a subject-matter environment using the Contractor-produced deliverables and services. Customer may also include the Contracting Officer (CO), Contracting Officer’s Representative (COR).

Direct Productive Hours (DPH) - actual hours worked exclusive of vacation, holiday, sick leave, and other absences.

Government Point of Contact (GPOC) – individual in a GSA work center designated by the CO to assist in overseeing the contract. GPOCs have no authority to act on behalf of the CO or COR or change any contract requirements.

GSA Associates – individuals employed by the Federal Government and working for GSA.

Inspection - an independent review and examination of deliverables or services being provided by the Contractor to ensure adequacy, compliance with established policy and procedures, and to recommend any indicated changes.

On-Site Support - work performed by the Contractor on Government premises or through mobile work, whereby the Contractor's personnel are provided Government resources to perform the work.

Per Diem – the maximum amount of monetary reimbursement allowed by the Government per day for travel outside the normal place of business

Performance Standards - the target level of performance required for each indicator.

Quality Assurance – the process or method used by the Government to assure the quality of given product or service.

Quality Control – the process or method used by the Contractor to control the quality of a product or service.

A-3 PERFORMANCE REQUIREMENTS

The Contractor shall provide administrative and technical support for the General Services Administration, Region 8. Onsite Support Services shall include the following categories of services: Procurement Technician. Accomplishment of additional unspecified tasks may reasonably be required in conjunction with performance of the attached position descriptions.

Section A Page 8

Position Description

Procurement Technician II

Introduction:

The incumbent performs administrative and technical work that supports the procurement of supplies, services, or construction contracting. Procurement technicians prepares, reviews, and performs administration of procurement documents and reports; prepares abstracts of information contained in documentation; contacts vendors to obtain status of orders and expedite delivery; administers contract files, shipment and payment processing in support of procurement projects and operations.

Major Duties:

The work can support various phases of the procurement process from the pre-award phase through the post-award phase. Procurement technicians support purchasing or contracting operations by:

Generates inputs and maintains documents and records pertaining to all aspects of the contracting process to the automated contracting system (e.g.. solicitation file, bid/proposal abstract, bid/proposal evaluations, pre-award and post-award correspondence, terminations, defaults, novation agreements, partial or final payment records, past performance history, and closeout records).

Generates requests for quotations, amendments, purchase orders, and delivery orders using the electronic contract writing system for the Contracting Officers final approval and signature.

Inputs data pertaining to public announcements and statistical information into

Federal electronic reporting systems.

Processes contractor invoices for payment, prepares receiving reports, and inputs data into the electronic financial system. Tracks payments and resolves payment problems.

Examines contractor payrolls and statements of compliance to ascertain compliance with Department of Labor (DOL) regulations.

Obtains blanket wage determinations from the Department of Labor.

Establishes suspense systems for various types of contract actions, tracks activity, and notifies appropriate contract specialists when suspense's are due.

The incumbent must maintain knowledge and experience with current procurement procedures related to the pre-award, award, and post-award phases of federal contracting. Familiarity and correct use of the information and terminology of procurement documents, such as, accounting codes, item descriptions, quantities, and pricing to support the procurement workflow within the automated contracting systems and procurement files.

Minimum Qualifications:

Two years of increasingly complex and progressive experience in supporting a contracting office performing duties related to contract placement and contract administration. Ability to work independently identifying and facilitating resolution of requirement and invoice errors and data discrepancies. Knowledge of FAR requirements, the federal contracting discipline, and standard business processes. The work requires a practical knowledge of procurement procedures, operations, regulations, and programs. Twenty-four (24) hours of business credits from an accredited college is desired. Proficient in all Microsoft Office applications and the use of an electronic contract writing system.

Comparable Federal Grade Level: GS-09

Eligible for Mobile Work: Yes

Section A Page 9

PAGE

GENERAL SERVICES ADMINISTRATION

OF

ITEM NO., FORM OR

STOCK NUMBER DESCRIPTION OF ARTICLES OR SERVICES QUAN-

TITY

UNIT

OF

ISSUE

UNIT

PRICE

AMOUNT

HR

PoP: 10/01/2022 - 09/30/2023

Procurement Technician

Procurement Technician

1,880

PoP: 10/01/2019 - 09/30/2020

HR

PoP: 10/01/2023 - 09/30/2024

Procurement Technician

Procurement Technician 1,880

Procurement Technician

PoP: 10/01/2020 - 09/30/2021

HR

Procurement Technician

Procurement Technician

1,880

3001 1,880

Procurement Technician

HR

Procurement Technician

HR

PoP: 10/01/2021 - 09/30/2022

1,880

Procurement Technician

Section B Page 10

Solicitation No. 47PJ0019R0174 Onsite Support Service Contract, GSA Region 8

SECTION C – CONTRACT CLAUSES

FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER

CONTENT PAPER (MAY 2011)

(a) Definitions. As used in this clause— “Postconsumer fiber” means—

(1) Paper, paperboard, and fibrous materials from retail stores, office buildings, homes, and so forth, after they have passed through their end-usage as a consumer item, including: used corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards; and used cordage; or

(2) All paper, paperboard, and fibrous materials that enter and are collected from municipal solid waste; but not

(3) Fiber derived from printers’ over-runs, converters’ scrap, and over-issue publications.

(b) The Contractor is required to submit paper documents, such as offers, letters, or reports that are printed or copied double-sided on paper containing at least 30 percent postconsumer fiber, whenever practicable, when not using electronic commerce methods to submit information or data to the Government.

(End of clause)

FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL (JAN 2011)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee’s employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

Section C Page 11

52.212-4 Contract Terms and Conditions—Commercial Items (May 2014)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract 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

Section C Page 12 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://acquisition.gov/far/current/html/52_233_240.html#wp1113304 https://acquisition.gov/far/current/html/52_200_206.html#wp1137572

(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 contract 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)

Section C Page 13 https://acquisition.gov/far/current/html/52_232.html#wp1153351 https://acquisition.gov/far/current/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 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_212_213.html#wp1203358 http://uscode.house.gov/ 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

Section C Page 14 https://acquisition.gov/far/current/html/Subpart%2033_2.html#wp1079912 https://acquisition.gov/far/current/html/Subpart%2032_6.html#wp1031290 https://acquisition.gov/far/current/html/Subpart%2032_6.html#wp1031326 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

Section C Page 15 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://acquisition.gov/far/current/html/52_212_213.html#wp1203358 https://acquisition.gov/far/current/html/FormsStandard68.html#wp1189284 https://acquisition.gov/far/current/html/Subpart%2042_12.html#wp1084217 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.

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders— Commercial Items (JUN 2014)

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

_X__Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

Section C Page 16 https://acquisition.gov/far/current/html/Subpart%2042_12.html#wp1084217 https://acquisition.gov/far/current/html/Subpart%2032_8.html#wp1029202 https://www.acquisition.gov/ https://acquisition.gov/far/current/html/52_222.html#wp1151848 http://uscode.house.gov/ https://acquisition.gov/far/current/html/52_222.html#wp1151848 http://uscode.house.gov/ 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

X (3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)"(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

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

_ _ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509)).

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

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

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

_X_ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section

743 of Div. C).

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

2014) (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. (Aug 2013) (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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012)

(section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

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

657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (13) [Reserved] __ (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)…