4BUTIL-22-B-0007-Bilateral Signatures.pdf

ORDER / SOLICITATION / OFFER / AWARD

14. BILLING ADDRESS

SEE SCHEDULEORAL

RFP

12. DELIVERY10. ACO CODE

RFQ

7. For Information Call 8. OFFER DUE DATE/TIMEB. TELEPHONE NO.A. NAME

4. MASTER CONTRACT NO.3. AWARD/EFFECTIVE DATE 6. SOLICITATION ISSUE DATE5. SOLICITATION NO.

OFFEROR TO COMPLETE BLOCKS 13, 15, 21, 22, 24A and 27

1. REQUISITION NO. PAGE

13. SUPPLIER

9. ISSUED BY

2. CONTRACT/ORDER NO.

C. FAX NO.

11. SOLICITATION METHOD

EMAIL:

TELEPHONE: FAX:

EMAIL:

15. REMITTANCE ADDRESS 16. DELIVERY ADDRESS

TELEPHONE:

DELIVER BY/END DATE:

44 CR3658593

4BUTIL-22-B-0007 SEE BLOCK 28

JILL M. LETTA (303) 743-1382

Utilities Facility Services CMC United States Postal Service 6 Griffin Road North Windsor CT 06006-7002

Jill.M.Letta@usps.gov

*EINV COR-CO CERTIFY

Please log onto to USPS Electronic Invoicing Portal at https://einvoice.usps.com to submit all invoices electronically. Bill of Lading and/or Receiving Report Required

USPS ENERGY INITIATIVES

475 LENFANT PLZ SW RM 2801

WASHINGTON DC 202604233

07/01/2022

4BUTIL

CCS CAPTURIS LLC

Attn: Matt Miller

3131 TECHNOLOGY DR NW

MANDAN ND 585544870

435-792-6171 mmiller@conservice.com

OF

X

CODE 4BUTIL

CODE 001182961

CODE 00001

CCS CAPTURIS LLC

Attn: Becky Haakenson

3131 TECHNOLOGY DR NW

MANDAN ND 585544870

TELEPHONE: 701-707-1004

becky.haakenson@capturis.com

FAX:

EMAIL:

CHECK EFTX

FOB ORIGIN

FOB DESTINATION

CODE

CODE

1831PL

*EINV COR-CO CERTIFY

22.

AMOUNT

21.

UNIT PRICE

20.

UNIT

19.

QUANTITY

18.

SCHEDULE OF SUPPLIES AND SERVICES

17.

ITEM NO

THIS FIRM FIXED PRICE CONTRACT IS YOUR OFFICIAL

NOTICE OF AWARD AND NOTICE TO PROCEED TO PROVIDE

UTILITY MANAGMENT SERVICES PER ATTACHMENT

NO.0001, USPS STATMENT OF WORK, AND OTHER

ATTACHMENTS AS CONTAINED HEREIN.

Sub Rept Req'd: Y

Accounting Info:

BFN: 677290

Period of Performance: 07/01/2022 to 06/30/2024

Continued ...

The supplier agrees, subject to the terms and conditions specified herein, to provide and deliver all items identified above and on any additional sheets.

28. UNITED STATES POSTAL SERVICE (CO's Name, Date, Signature)

PAYMENT DISCOUNT(S) AWARDED (USPS Use Only)

27. SUPPLIER (Name, Date, Signature)

The supplier is required to sign this document and return

24 A.

25.

26. Award of Contract: Your offer on this solicitation is accepted as to item numbers:

1 X

24 B.

PAYMENT DISCOUNT(S) OFFERED

23.

TOTAL AWARD AMOUNT (USPS Use Only) $182,241.00

NET30

copies to the issuing office.

(Offeror to the above Solicitation)

TELEPHONE: TELEPHONE:

mmiller@conservice.com

435-512-5646 860-463-0643

TITLE: TITLE:Chief Payments Officer Contracting Officer

EMAIL:EMAIL: daniel.p.holleran@usps.gov

PS Form 8203 (July 2021)

44 2

OFPAGE

CR3658593

REQUISITION NO.

ISSUE DATE

SOLICITATION SOLICITATION NO.MASTER CONTRACT NO.

SEE BLOCK 28

EFFECTIVE DATE

AWARD/

4BUTIL-22-B-0007

CONTRACT/ORDER NO.

17.

ITEM NO

22.

AMOUNT

21.

UNIT PRICE

20.

UNIT

19.

QUANTITY

18.

SCHEDULE OF SUPPLIES AND SERVICES

CONTINUATION SHEET

1 UTILITY MANAGEMENT SERVICES (UMS) 182,241.00

Account Number: 52359

The total amount of award: $182,241.00. The total amount for this award is

PS Form 8203 (July 2021)

1 - PART 1 - COVER SHEET AND SCHEDULE

ACKNOWLEDGMENT OF AMENDMENTS

ITEMS AND PRICES

SCOPE OF CONTRACT

A. Specifications and Attachments

REMITTANCE ADDRESS

INVOICE STATEMENT

PRIVACY ACT STATEMENT

3 - PART 3 - CONTRACT CLAUSES

CLAUSES INCORPORATED BY REFERENCE

CLAUSES BY FULL TEXT

CLAUSE B-1 DEFINITIONS (MARCH 2006)

CLAUSE B-3 CONTRACT TYPE (MARCH 2006)

CLAUSE B-9 CLAIMS AND DISPUTES (MARCH 2006)

CLAUSE B-12 TERMINATION FOR CONVENIENCE OR DEFAULT (MARCH 2006)

CLAUSE B-18 SUBCONTRACTS (MARCH 2006)

CLAUSE B-19 EXCUSABLE DELAYS (MARCH 2006)

CLAUSE B-20 INVOICES (MARCH 2006)

CLAUSE B-25 ADVERTISING OF CONTRACT AWARDS (FEBRUARY 2013)

CLAUSE B-39 INDEMNIFICATION (MARCH 2006)

CLAUSE B-78 RENEWAL (MARCH 2006)

CLAUSE 1-1 PRIVACY PROTECTION (OCTOBER 2014)

CLAUSE 1-5 GRATUITIES OR GIFTS (MARCH 2006)

CLAUSE 1-6 CONTINGENT FEES (MARCH 2006)

CLAUSE 1-7 ORGANIZATIONAL CONFLICTS OF INTEREST (MARCH 2006)

CLAUSE 1-11 PROHIBITION AGAINST CONTRACTING WITH FORMER OFFICERS

OR PCES EXECUTIVES (MARCH 2006)

CLAUSE 1-12 USE OF FORMER POSTAL SERVICE EMPLOYEES (MARCH 2006)

CLAUSE 2-2 QUALITY MANAGEMENT SYSTEM (MARCH 2006)

CLAUSE 2-19: OPTION TO EXTEND (SHORT TERM) (OCTOBER 2019)

CLAUSE 2-20: OPTION PERIOD (OCTOBER 2019)

CLAUSE 3-1: SMALL, MINORITY, AND WOMAN-OWNED BUSINESS

SUBCONTRACTING REQUIREMENTS (FEBRUARY 2018)

CLAUSE 3-2 PARTICIPATION OF SMALL, MINORITY, AND WOMAN-OWNED

BUSINESSES (FEBRUARY 2018)

CLAUSE 4-1 GENERAL TERMS AND CONDITIONS (JUNE 2021)

CLAUSE 4-2 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

POLICIES, STATUTES OR EXECUTIVE ORDERS (JUNE 2020)

CLAUSE 4-7 RECORDS OWNERSHIP (MARCH 2006)

CLAUSE 4-8 KEY PERSONNEL (MARCH 2006)

CLAUSE 4-13 SOFTWARE LICENSE WARRANTY AND INDEMNIFICATION (MARCH

2006)

CLAUSE 4-18 INFORMATION AND COMMUNICATION TECHNOLOGY

ACCESSIBILITY (OCTOBER 2019)

CLAUSE 4-19 INFORMATION SECURITY REQUIREMENTS (JUNE 2021)

CLAUSE 6-1 CONTRACTING OFFICER'S REPRESENTATIVE (MARCH 2006)

CLAUSE 7-4 INSURANCE (MARCH 2006)

CLAUSE 7-10 SUSTAINABILITY (JULY 2014)

CLAUSE 8-6 RIGHTS IN TECHNICAL DATA (MARCH 2006)

CLAUSE 8-7 WITHHOLDING PAYMENT (TECHNICAL DATA AND COMPUTER

SOFTWARE) (MARCH 2006)

CLAUSE 8-9 RIGHTS IN COMPUTER SOFTWARE (MARCH 2006)

CLAUSE 8-10 RIGHTS IN DATA - SPECIAL WORKS (MARCH 2006)

CLAUSE 8-13 INTELLECTUAL PROPERTY RIGHTS (MARCH 2006)

CLAUSE 8-14 ACQUISITION OF ADDITIONAL RIGHTS IN DATA (MARCH 2006)

CLAUSE 8-16 POSTAL SERVICE TITLE IN TECHNICAL DATA AND COMPUTER

SOFTWARE (MARCH 2006)

CLAUSE 9-7 EQUAL OPPORTUNITY (MARCH 2006)

CLAUSE 9-12 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT -

PRICE ADJUSTMENT (FEBRUARY 2010)

CLAUSE 9-13 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES

(OCTOBER 2019)

CLAUSE 9-14: EQUAL OPPORTUNITY FOR VEVRAA PROTECTED VETERANS (JUNE

2020)

4 - PART 4 - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

LIST OF ATTACHMENTS

1 - PART 1 - COVER SHEET AND SCHEDULE

ACKNOWLEDGMENT OF AMENDMENTS

The offeror acknowledges receipt of amendments to the solicitation numbered and dated as follows:

Amendment Number Date Amendment Number Date

ITEMS AND PRICES

SCOPE OF CONTRACT

A. Specifications and Attachments

In accordance with the solicitation, including any attachments and appendices, the Supplier shall deliver services and materials as described, plus all appendices and attachments listed in Part 4, List of Documents, Exhibits & Other Attachments. All documents are hereby made a part of this solicitation and any resulting contract.

REMITTANCE ADDRESS

Remittance Address (if different from Block 16, PS Form 8203)

See Block 16, PS Form 8203.

INVOICE STATEMENT

All invoices MUST reference the Award Number, corresponding line, account number, and the Finance number, which are all listed on the appropriate Task/Deliver Order purchase document. Invoices that are not in compliance may result in delayed payment.

All payments for this award and related orders will be transmitted or sent to the Remittance Address on the Award document regardless of any Remittance Address on the invoice. It is the Supplier's responsibility to ensure the Remittance Address is correct on the Award document. If the Remittance Address is not correct on the Award document, the Buyer must issue a modification to correct the address.

PRIVACY ACT STATEMENT

To the extent that the information you provide is about an individual, the Privacy Act will apply. Collection of that information is authorized by 39 USC § 401. As a routine use, the information may be disclosed to an appropriate government agency, domestic or foreign, for law enforcement purposes; where pertinent, in a legal proceeding to which the USPS is a party or has an interest; to a government agency in order to obtain information relevant to a USPS decision concerning employment, security clearances, contracts, licenses, grants, permits, or other benefits; to a government agency upon its request when relevant to its decision concerning employment, security clearances, security, or suitability investigations, contracts, licenses, grants, or other benefits; to a congressional office at your request; to an expert, consultant, or other person under contract with the USPS to fulfill an agency function; to the Federal Records Center for storage; to the Office of Management and Budget for review of private relief legislation; to an independent certified public accountant during an official audit of USPS finances; to an investigator, administrative judge or complaints examiner appointed by the Equal Employment Opportunity Commission for investigation of a formal EEO complaint under 29 CFR 1614; to the Merit Systems Protection Board or Office of Special Counsel for proceedings or investigations involving personnel practices and other matters within their jurisdiction; to a labor organization as required by the National Labor Relations Act; to a federal, state or local agency, financial institution or other appropriate entity for the purpose of verifying an individual's or entity's eligibility or suitability for engaging in a transaction. In addition, the following disclosures may be made to any person: a solicitation mailing list when a purchase is highly competitive and competitions will not be harmed by release, or to provide an opportunity for potential subcontractors seeking business; a list of lessors of real or personal property to the Postal Service; a list of entities with whom the Postal Service transacts for goods or services, interests in real property, construction, financial instruments, or intellectual property; and the identity of the successful offeror. Completion of this form is voluntary; however, if this information is not provided, we will be unable to process your request.

3 - PART 3 - CONTRACT CLAUSES

CLAUSES INCORPORATED BY REFERENCE

The above clauses are incorporated by reference as if set forth in full text. The text of these clauses may be accessed electronically at this address:

http://about.usps.com/manuals/spp/spp.pdf or, upon request, will be provided by the contracting officer.

CLAUSES BY FULL TEXT

CLAUSE B-1 DEFINITIONS (MARCH 2006)

As used in this contract, the following terms have the following meanings:

a. Contracting officer. The person executing this contract on behalf of the Postal Service, and any other officer or employee who is a properly designated contracting officer; the term includes, except as otherwise provided in the contract, the authorized representative of a contracting officer acting within the limits of the authority conferred upon that person.

b. Subcontracts. Except as otherwise provided in the contract, the term includes purchase orders under this contract.

CLAUSE B-3 CONTRACT TYPE (MARCH 2006)

This is a Firm-Fixed Price contract.

CLAUSE B-9 CLAIMS AND DISPUTES (MARCH 2006)

a. This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. 7101-7109) ("the Act" or

"CDA").

b. Except as provided in the Act, all disputes arising under or relating to this contract must be resolved under this clause.

c. "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract.

However, a written demand or written assertion by the supplier seeking the payment of money exceeding $100,000 is not a claim under the Act until certified as required by subparagraph d.2 below. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount is not acted upon in a reasonable time.

d.

(1) A claim by the supplier must be made in writing and submitted to the contracting officer for a written decision. A claim by the Postal Service against the supplier is subject to a written decision by the contracting officer.

(2) For supplier claims exceeding $100,000, the supplier must submit with the claim the following certification:

"I certify that the claim is made in good faith, that the supporting data are accurate and complete to the best of my knowledge and belief, that the amount requested accurately reflects the contract adjustment for which the supplier believes the Postal Service is liable, and that I am duly authorized to certify the claim on behalf of the supplier."

(3) The certification may be executed by any person duly authorized to bind the supplier with respect to the claim.

e. For supplier claims of $100,000 or less, the contracting officer must, if requested in writing by the supplier, render a decision within 60 days of the request. For supplier-certified claims over $100,000, the contracting officer must, within 60 days, decide the claim or notify the supplier of the date by which the decision will be made.

f. The contracting officer's decision is final unless the supplier appeals or files a suit as provided in the Act.

g. When a CDA claim is submitted by or against a supplier, the parties by mutual consent may agree to use an alternative dispute resolution (ADR) process to assist in resolving the claim. A certification as described in d(2) of this clause must be provided for any claim, regardless of dollar amount, before ADR is used.

h. The Postal Service will pay interest in the amount found due and unpaid from:

(1) The date the contracting officer receives the claim (properly certified, if required); or

(2) The date payment otherwise would be due, if that date is later, until the date of payment.

i. Simple interest on claims will be paid at a rate determined in accordance with the Interest clause.

j. The supplier must proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the contracting officer.

CLAUSE B-12 TERMINATION FOR CONVENIENCE OR DEFAULT (MARCH 2006)

a. Performance under this contract may be terminated by the Postal Service in whole or in part whenever:

1) The supplier defaults in performing this contract (including in the term "default" any refusal or failure to prosecute the work diligently enough to ensure its completion within the time specified or any extension), and fails to cure the default within 10 days (or a longer period as the contracting officer may allow) after receipt from the contracting officer of a notice specifying the default; or

2) The contracting officer determines that termination is in the best interests of the Postal Service. A termination may be effected by delivery to the supplier of a notice of termination specifying whether the termination is for default or for the convenience of the Postal Service, the extent of work terminated, and the effective date of the termination. If, after notice of termination for default under subparagraph a.1 above, it is determined that the supplier was not in default or that the delay was excusable, the notice of termination will be deemed to have been issued for the convenience of the Postal Service.

b. Upon receipt of a notice of termination, unless otherwise directed by the contracting officer, the supplier must take the following actions:

(1) Stop work under the contract to the extent specified in the notice.

(2) Place no further orders or subcontracts for materials, services, or facilities except as necessary for completion of the unterminated work.

(3) Terminate all orders and subcontracts to the extent that they relate to the work terminated.

(4) Assign to the Postal Service, as directed by the contracting officer, all right, title, and interest of the supplier under the orders and subcontracts terminated. The Postal Service has the right, in its discretion, to settle or pay claims arising out of these terminations.

(5) Settle all outstanding liabilities and all claims arising out of the termination of orders and subcontracts, with the approval or ratification of the contracting officer. The contracting officer's decision is final for the purposes of this clause.

(6) Transfer title to the Postal Service and deliver as directed by the contracting officer:

(a) Work in process, completed work, and other material produced as a part of or acquired for the work terminated; and

(b) The completed or partially plans, drawings, information, and other property that, if the contract had been completed, would have been furnished to the Postal Service.

(7) Use its best efforts to sell as directed by the contracting officer any property of the types referred to in subparagraph b.6 above, provided that the supplier may acquire property under the conditions prescribed and at prices approved by the contracting officer, and the proceeds of any such transfer will be applied in reduction of any payments to be made by the Postal Service to the supplier, or be credited to the price or cost of the work covered by this contract or paid in any manner directed by the contracting officer.

(8) Complete performance of the work not terminated.

(9) Take any action that may be necessary, or that the contracting officer may direct, for protecting and preserving any property related to this contract that is in the possession of this supplier and in which the Postal Service has or may acquire an interest.

c. At any time, the supplier may submit to the contracting officer a list, certified as to quantity and quality, of termination inventory not disposed of and may request the Postal Service to remove inventory items or enter into a storage agreement covering them. Not later than 15 days after receiving this request, the Postal Service will accept title to the items and remove them or enter into a storage agreement. The list will be subject to verification by the contracting officer upon removal of the items or, if the items are stored, within 45 days after submission of the list.

d. After termination, the supplier must submit to the contracting officer a termination claim in the form and with the certification prescribed by the contracting officer. The claim must be submitted promptly, but in no event more than 180 days after the effective date of termination, unless an extension in writing is granted by the contracting officer. However, if the contracting officer determines that the facts justify such action, any termination claim may be received and acted upon at any time after the 180-day period. Upon failure of the supplier to submit a termination claim within the time allowed, the contracting officer may determine, on the basis of information available, the amount, if any, due the supplier by reason of the termination and will pay that amount.

e. Subject to the provision of paragraph d above, the supplier and the contracting officer may agree upon the whole or any part of the amount to be paid (including and allowance for the fee) to the supplier by reason of the termination.

f. If the supplier and the contracting officer fail to agree on the amount with respect to cost or fee, the contracting officer will determine, on the basis of information available, the amount, if any, due the supplier and pay the supplier as follows:

(1) If the settlement includes cost and fee:

(a) All costs and expenses reimbursable in accordance with this contract, not previously paid to the supplier and such as may continue for a reasonable time after termination;

(b) The cost of settling and paying claims arising out of the termination of work under subcontracts or orders;

(c) The reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims, together with reasonable storage, transportation, and other costs incurred in connection with protecting or disposing of the termination inventory (however, if the termination is for default, there must not be included any amount for the preparation of the supplier's settlement proposal); and

(d) A portion of the fee payable under the contract, determined as follows:

(i) In the event of termination for convenience, a percentage of the fee equivalent to the percentage of the completion of work contemplated by the contract, but exclusive of subcontract effort included in subcontractor's termination claims, less fee payments previously made; or

(ii) In the event of termination for default, that proportionate part of the fee (or, if this contract calls for articles of different types, of such part of the fee as is reasonably allocable to the type of article under consideration) as the total number of articles accepted bears to the total number of articles of a like kind called for by this contract. If the amount determined under this subparagraph (2) is less than the total payment already made to the supplier, the supplier must repay to the Postal Service the excess.

(2) If the settlement includes only the fee, its amount will be determined in accordance with f.1(d) above.

g. Costs claimed, agreed to, or determined pursuant to paragraphs c, d, and e above must be in accordance with the Conduct Price/Cost Analysis topic of the Evaluate Proposals task of Process Step 2: Evaluate Sources, of the Postal Service Supplying Practices in effect on the effective date of termination. The final settlement is limited as provided in the Limitation of Cost clause of this contract.

h. The supplier has the right of review, under the Claims and Disputes clause, of any determination made by the contracting officer under paragraph d or f above, except that if the supplier fails to request an extension of time, the supplier will have no right of review. In any case where the contracting officer determines the amount due under paragraph d or f above, the Postal Service must pay to the supplier the following:

(1) If there is no right of review under this clause or if no timely review has been taken, the amount determined by the contracting officer; or

(2) If a review has been taken, the amount finally determined.

i. There will be deducted:

(1) All unliquidated advance or other payments made to the supplier applicable to the terminated portion of this contract;

(2) Any claim the Postal Service may have against the supplier; and

(3) The agreed price for, or the proceeds of sale of, any materials, supplies, or other things acquired by the supplier or sold in accordance with this clause.

j. If the termination is partial, the portion of the fee payable for the continued portion of the contract must be equitably adjusted by agreement between the supplier and the contracting officer.

k. The Postal Service may, under the terms and conditions it may prescribe, make partial payments against costs incurred by the supplier in connection with the terminated portion of the contract whenever, in the opinion of the contracting officer, the aggregate of the partial payments is within the amount to which the supplier will be entitled. If the total of these payments exceeds the amount finally determined to be due under this clause, the excess must be repaid to the Postal Service upon demand, together with interest calculated in accordance with the Interest clause of this contract, for the period from the date the excess payment is received by the supplier to the date on which the excess is repaid to the Postal Service. However, no interest will be charged with respect to an excess payment attributable to a reduction in the supplier's claim by reason of retention or other disposition of termination inventory, until 10 days after the date of the retention or disposition.

CLAUSE B-18 SUBCONTRACTS (MARCH 2006)

a. Subcontract, as used in this clause, includes, but is not limited to, purchase orders and changes and modifications to purchase orders. The supplier must notify the contracting officer reasonably in advance of entering into any subcontract if the supplier does not have a purchasing system approved by a federal government agency and if the subcontract:

(1) Is to be a cost-reimbursement, time-and-materials, or labor-hour contract estimated to exceed $25,000 including any fee;

(2) Is proposed to exceed $100,000; or

(3) Is one of a number of subcontracts with a single subcontractor, under this contract, for the same or related supplies or services that in the aggregate is expected to exceed $100,000.

b. The advance notification required by paragraph a above must include:

(1) A description of the supplies or services to be subcontracted;

(2) Identification of the type of subcontract to be used;

(3) Identification of the proposed subcontractor and an explanation of why and how the proposed subcontractor was selected, including the competition obtained;

(4) The proposed subcontract price and the supplier's cost or price analysis;

(5) The subcontractor's current, complete, and accurate cost or pricing data if required by other contract provisions; and

(6) A negotiation memorandum reflecting:

(a) The principal elements of the subcontract price negotiations;

(b) The most significant consideration controlling establishment of initial or revised prices;

(c) The reason cost of pricing data were or were not required;

(d) The extent, if any, to which the supplier did not rely on the subcontractor's cost or pricing data in determining the price objective and in negotiating the final price;

(e) The extent, if any, to which it was recognized in the negotiation that the subcontractor's cost or pricing data were not accurate, complete, or current; the action taken by the supplier and subcontractor; and the effect of any such defective data on the total price negotiated;

(f) The reasons for any significant differences between the supplier's price objective and the price negotiated; and

(g) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation must identify each critical performance element, management decisions used to quantify each incentive element, reasons for incentives, and a summary of all trade-off possibilities considered.

c. The supplier agrees to select subcontractors (including suppliers) on a competitive basis to the maximum practical extent consistent with the objectives and requirements of the contract.

d. The contracting officer may disapprove any subcontract in writing for which advance notification is required under paragraph a above.

e. Even if the supplier's purchasing system has been approved, the supplier must obtain the contracting officer's written consent before placing subcontracts that have been selected for special surveillance and so identified in the Schedule of the contract.

f. The lack of disapproval does not constitute a determination:

(1) Of the acceptability of any subcontract terms or conditions;

(2) Of the acceptability of any subcontract price or of any amount paid under any subcontract; or

(3) To relieve the supplier of any responsibility for performing this contract.

g. No subcontract under this contract may provide for payment on a cost-plus-a-percentage-of-cost basis.

CLAUSE B-19 EXCUSABLE DELAYS (MARCH 2006)

a. Except with respect to defaults of subcontractors, the supplier will not be in default by reason of any failure in performing this contract in accordance with its terms (including any failure by the supplier to make progress in the prosecution of the work that endangers performance) if the failure arises out of causes beyond the control and without the fault or negligence of the supplier. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the government in its sovereign capacity or of the Postal Service in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the supplier.

b. If failure to perform is caused by the failure of a subcontractor to perform or make progress and arises out of causes beyond the control of both the supplier and subcontractor, and without the fault or negligence of either of them, the supplier will not be deemed to be in default, unless:

(1) The supplies or services to be furnished by the subcontractor are obtainable from other sources;

(2) The contracting officer orders the supplier in writing to procure the supplies or services from other sources; and

(3) The supplier fails to comply reasonably with the order.

c. Upon request of the supplier, the contracting officer shall ascertain the facts and extent of failure, and if the contracting officer determines that any failure to perform was occasioned by any of the said causes, the delivery schedule shall be revised accordingly, subject to the rights of the Postal Service under any termination clause included in this contract.

d. As used in this clause, the terms "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.

CLAUSE B-20 INVOICES (MARCH 2006)

a. The supplier's invoices must be submitted before payment can be made.

b. The supplier agrees that submission of an invoice to the Postal Service for payment is a certification that:

(1) Any services being billed for have been performed in accordance with the contract requirements;

and

(2) Any supplies for which the Postal Service is being billed have been shipped or delivered in accordance with shipping instructions issued by the contracting officer in the quantities shown on the invoice, and that the supplies are in the quantity and of the quality designated in the contract.

c. To ensure prompt payment, an invoice must be submitted for each destination and each shipment.

Each invoice must contain:

(1) The supplier's name and address;

(2) The contract number;

(3) Any applicable task or delivery order number;

(4) A description of the supplies or services and the dates delivered or performed;

(5) The point of shipment or delivery;

(6) Any applicable unit prices and extensions;

(7) Shipping and payment terms; and

(8) Any additional information required by the contract.

CLAUSE B-25 ADVERTISING OF CONTRACT AWARDS (FEBRUARY 2013)

Except with the contracting officer's prior approval, the supplier agrees not to refer in its public statements or commercial advertising to the fact that it was awarded a Postal Service contract or to imply in any manner that the Postal Service endorses its products.

CLAUSE B-39 INDEMNIFICATION (MARCH 2006)

The supplier must save harmless and indemnify the Postal Service and its officers, agents, representatives, and employees from all claims, losses, damage, actions, causes of action, expenses, and/or liability resulting from, brought for, or on account of any personal injury or property damage received or sustained by any person, persons or property growing out of, occurring, or attributable to any work performed under or related to this contract, resulting in whole or in part from negligent acts or omissions of the supplier, any subcontractor, or any employee, agent, or representative of the supplier or any subcontractor.

CLAUSE B-78 RENEWAL (MARCH 2006)

This contract may be renewed by mutual agreement of the parties.

CLAUSE 1-1 PRIVACY PROTECTION (OCTOBER 2014)

In addition to other provisions of this contract, the supplier agrees to the following:

a. Privacy Act - If the supplier operates a system of records on behalf of the Postal Service, the Privacy Act (5 U.S.C. 522a), the Postal Service regulations at 39 CFR Parts 266-267, and Handbook AS-353, Guide to Privacy, the Freedom of Information Act, and Records Management and Appendix, apply to those records. The supplier is considered to operate a system of records if it maintains records (including collecting, using, revising, deleting, or disseminating records) from which information is retrieved by the name of an individual or by some number, symbol, or other identifier assigned to the individual. The supplier must comply with the Act and the Postal Service regulations and Handbook AS-353 in designing, developing, managing, and operating the system of records, including ensuring that records are current and accurate for their intended use, and incorporating adequate safeguards to prevent misuse or improper disclosure of personal information. Violations of the Act may subject the violator to criminal penalties.

b. Information Pertaining to Individuals ("Personal Information") - If the supplier has access to Postal Service information pertaining to individuals (e.g. customer or employee information), including address information, whether collected online or offline by the Postal Service or by a supplier acting on its behalf, the supplier must comply with the following:

(1) General - With regard to the Postal Service customer information to which it has access pursuant to this contract, the supplier has that access as an agent of the Postal Service and must adhere to its official Privacy Policy at http://usps.com/privacypolicy.

(2) Use, Ownership, and Nondisclosure - The supplier may use Postal Service Personal Information solely for the purposes of this contract, and may not collect or use such information for non-Postal Service marketing, promotion, or any other purpose without the prior written approval of the contracting officer. The supplier may not maintain, access, or store (including archival back-ups) any Personal Information data outside the United States. The supplier must restrict access to such information to those employees who need the information to perform work under this contract, and must ensure that each such employee (including subcontractors' employees) sign a nondisclosure agreement, in a form suitable to the contracting officer, prior to being granted access to the information. The Postal Service retains sole ownership and rights to its Personal Information. Unless the contract states otherwise, upon completion of the contract the supplier must turn over all Postal Service Personal Information and any copies of the information, in any form the Personal Information or copies may exist, in its possession to the Postal Service. In addition, the supplier must certify that no Postal Service Personal Information and, if applicable, copies, have been retained unless otherwise authorized in writing by the contracting officer. If so required elsewhere in this contract, the information or copies must be destroyed by the supplier and the supplier must certify to the contracting officer that such destruction has taken place.

(3) Security Plan - When applicable, and unless waived in writing by the contracting officer, the supplier must work with the Postal Service to develop and implement a security plan that addresses the protection of Personal Information. The plan will be incorporated into the contract and followed by the supplier, and must, at a minimum, address notification to the Postal Service of any security breach. If the contract does not include a security plan at the time of contract award, it must be added within 60 days after contract award.

(4) Breach Notification - If there is any actual or suspected breach of any nature in the security of Postal Service data, including Personal Information, the supplier must notify the contracting officer and the Postal Service's Chief Privacy Officer as soon as practicable but no later than 24 hours following the detection of a suspected or confirmed breach. The supplier will be required to follow Postal Service policies regarding breach notification to customers and/or employees.

(5) Legal Demands for Information - If a legal demand is made for Postal Service Personal Information (such as by subpoena), the supplier must immediately notify the contracting officer and follow the applicable requirements in 39 CFR, sections 265.11 and 265.12. After notification, the Postal Service will determine whether and to what extent to comply with the legal demand. Should the Postal Service agree to or unsuccessfully resist a legal demand, the supplier may, with the written permission of the contracting officer, release the information specifically demanded.

c. Online Assistance - If the supplier assists in the design, development, or operation of a Postal Service customer Web site, or if it designs or places an ad banner, button, or link on a Postal Service Web site or any Web site on the Postal Service's behalf, the supplier must comply with the limitations set forth in the Official Postal Service Privacy Policy (see b.1, above). Exceptions to these limitations require the prior written approval of the contracting officer and the Postal Service's Chief Privacy Officer.

d. Marketing E-Mail - If the supplier assists the Postal Service in conducting a marketing e-mail campaign, the supplier does so as an agent of the Postal Service and must adhere to the Postal Service policies set out in Postal Service Management Instruction AS-350- 2004-4, Marketing E-mail.

Suppliers wishing to conduct marketing email campaigns to postal employees must first obtain the prior written approval of the contracting officer.

e. Audits - The Postal Service may audit the supplier's compliance with the requirements of this clause, including through the use of online compliance software.

f. Indemnification - The supplier will indemnify the Postal Service against all liability (including costs and fees) for damages arising out of violations of this clause.

g. Flow-down - The supplier will flow this clause down to any and all subcontractors.

CLAUSE 1-5 GRATUITIES OR GIFTS (MARCH 2006)

a. The Postal Service may terminate this contract for default if, after notice and a hearing, the Postal Service Board of Contract Appeals determines that the supplier or the supplier's agent or other representative:

(1) Offered or gave a gratuity or gift (as defined in 5 CFR 2635) to an officer or employee of the Postal Service; and

(2) Intended by the gratuity or gift to obtain a contract or favorable treatment under a contract.

b. The rights and remedies of the Postal Service provided in this clause are in addition to any other rights and remedies provided by law or under this contract.

CLAUSE 1-6 CONTINGENT FEES (MARCH 2006)

a. The supplier warrants that no person or selling agency has been employed or retained to solicit or obtain this contract for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide, established commercial or selling agencies employed by the supplier for the purpose of obtaining business.

b. For breach or violation of this warranty, the Postal Service has the right to annul this contract without liability or to deduct from the contract price or otherwise recover the full amount of the commission, percentage, brokerage fee, or contingent fee.

CLAUSE 1-7 ORGANIZATIONAL CONFLICTS OF INTEREST (MARCH 2006)

a. Warranty Against Existing Conflicts of Interest. The supplier warrants and represents that, to the best of its knowledge and belief, it does not presently have organizational conflicts of interest that would diminish its capacity to provide impartial, technically sound, objective research assistance or advice, or would result in a biased work product, or might result in an unfair competitive advantage, except for advantages flowing from the normal benefits of performing this agreement.

b. Restrictions on Contracting. The supplier agrees that during the term of this agreement, any extensions thereto, and for a period of 2 years thereafter, neither the supplier nor its affiliates will perform any of the following:

(1) Compete for any Postal Service contract for production of any product for which the supplier prepared any work statement or specifications or conducted any studies or performed any task under this agreement.

(2) Contract (as the provider of a component or the provider of research or consulting services) with any offeror competing for any Postal Service contract for production of any product for which the supplier prepared any work statements or specifications or conducted any studies or performed any task under this agreement.

(3) Contract (as the provider of a component or the provider of research or consulting services) with the offeror which wins award of a Postal Service contract for production of any product for which the supplier prepared any work statement or specifications or conducted any studies or performed any task under this agreement.

c. Possible Future Conflicts of Interest. The supplier agrees that, if after award of this agreement, it discovers any organizational conflict of interest that would diminish its capacity to provide impartial, technically sound, objective research assistance or advice, or would result in a biased work product, or might result in an unfair competitive advantage, except advantages flowing from the normal benefits of performing this agreement, the supplier will make an immediate and full disclosure in writing to the contracting officer, including a description of the action the supplier has taken or proposes to take to avoid, eliminate, or neutralize this conflict of interest.

d. Nondisclosure of Confidential Material

(1) The supplier recognizes that, in performing this agreement, it may receive confidential information.

To the extent that and for as long as the information is confidential, the supplier agrees to take the steps necessary to prevent its disclosure to any third party without the prior written consent of the contracting officer.

(2) The supplier agrees to indoctrinate its personnel who will have access to confidential information as to the confidential nature of the information, and the relationship under which the supplier has possession of this information.

(3) The supplier agrees to limit access to the confidential information obtained, generated, or derived, and to limit participation in the performance of orders under this agreement to those employees whose services are necessary for performing them.

e. Postal Service Remedy. If the supplier breaches or violates any of the warranties, covenants, restrictions, disclosures or nondisclosures set forth under this clause, the Postal Service may terminate this agreement, in addition to any other remedy it may have for damages or injunctive relief.

CLAUSE 1-11 PROHIBITION AGAINST CONTRACTING WITH FORMER OFFICERS OR

PCES EXECUTIVES (MARCH 2006)

During the performance of this contract, former Postal officers or Postal Career Executive Service (PCES) executives are prohibited from employment by the contractor as key personnel, experts or consultants, if such individuals, within 1 year after their retirement from the Postal Service, would be performing substantially the same duties as they performed during their career with the Postal Service.

CLAUSE 1-12 USE OF FORMER POSTAL SERVICE EMPLOYEES (MARCH 2006)

During the term of this contract, the supplier must identify any former Postal Service employees it proposes to be engaged, directly or indirectly, in contract performance. Such individuals may not commence performance without the contracting officer's prior approval. If the contracting officer does not provide such approval, the supplier must replace the proposed individual former employee with another individual equally qualified to provide the services called for in the contract.

CLAUSE 2-2 QUALITY MANAGEMENT SYSTEM (MARCH 2006)

a. The supplier must use a documented quality management system to monitor and measure its performance against contract requirements. As a minimum, that quality assurance system must include all of the following:

(1) A process management system that includes documented work processes (including support processes), mechanisms to monitor and measure processes, systematic approaches for addressing nonconformance complaints with an emphasis on root cause analysis and corrective and preventative action, analysis of performance measurement, and regularly scheduled and documented quality management system reviews;

(2) A means of assessing customer satisfaction that includes scheduled customer satisfaction reviews or surveys, customer focus groups, or other means of securing ongoing customer feedback;

(3) Supplier management that includes supplier selection criteria and monitoring and assessing supplier performance; and

(4) A determination of the necessary competencies for personnel performing work during contract performance. Suppliers must:

(a) As necessary, provide training and take other actions to meet this requirement; and

(b) Maintain current records of education, training, skills and experience.

b. The Postal Service has the right to evaluate the acceptability and effectiveness of the supplier's quality management system prior to award, and to verify that it is in use and effective during contract performance.

c. The supplier must maintain records and metrics pertaining to this quality management system in accordance with the record retention requirements of the contract.

d. The supplier must be able to demonstrate that the supplies and services being purchased conform to contract requirements. The Postal Service may require correction of defects and nonconformance at no cost to the Postal Service. If the supplier fails or refuses to correct the defects or nonconformance the Postal Service may, in addition to any other remedies provided by this contract:

(1) Acquire replacement supplies or services from other sources at the supplier's expense; or

(a) Accept the supplies or services at a reduced price.

CLAUSE 2-19: OPTION TO EXTEND (SHORT TERM) (OCTOBER 2019)

The Postal Service may require the supplier to extend and continue in performance at the same delivery/performance rate and at the unit prices specified in the schedule. The contracting officer may exercise this option by giving the supplier advance written notice of the requirement to continue performance at least 30 days prior to the expiration of the contract term. This option may be exercised more than once, but the duration of each extension shall not exceed 90 days and the sum of all extensions made pursuant to this clause shall not in the aggregate exceed 6 months.

CLAUSE 2-20: OPTION PERIOD (OCTOBER 2019)

The Postal Service may extend the term of this contract within the limits and at the prices stated in the schedule. The contracting officer may exercise this option at any time within the contract term or by giving the supplier at least 60 days [unless a different number of days is specified within the schedule] written notice prior to the expiration of the contract term. If the Postal Service exercises this option, the extended contract includes this option clause as applicable to any remaining option periods stated in the schedule. The total duration of this contract, including exercised option period extensions, may not exceed the time limit set forth in the schedule.

CLAUSE 3-1: SMALL, MINORITY, AND WOMAN-OWNED BUSINESS

SUBCONTRACTING REQUIREMENTS (FEBRUARY 2018)

a. All suppliers, except small businesses, must have an approved subcontracting plan for contracts estimated or valued at $1 million or more at time of award. A subcontracting plan is also required when contracts awarded at less than $1 million reach or exceed the $1 million threshold during contract performance. The plan must be specific to this contract, and separately address subcontracting with small-, minority-, and woman-owned businesses. A plan approved by the Postal Service must be included in and made a part of the contract. A subcontract is defined as any agreement (other than one involving an employer-employee relationship) entered into by a Postal Service supplier or subcontractor calling for goods or services required for performance of the contract or subcontract.

b. The supplier’s subcontracting plan must include the following:

1. Goals, in terms of percentages of the total amount of this contract that the supplier will endeavor to subcontract to small-, minority-, and woman-owned businesses. The supplier must include all subcontracts that contribute to contract performance, and may include a proportionate share of goods and services that are normally allocated as indirect costs.

2. A statement of the:

a. Total dollars planned to be subcontracted under this contract. For indefinite-delivery contracts, this amount would be based upon the minimum and maximum and stated as a total dollar range; and

b. Total of that amount planned to be subcontracted to small-, minority-, and woman-owned businesses. For indefinite-delivery contracts, this amount would be based upon the minimum and maximum and stated as a total dollar range.

3. A description of the principal types of goods and services to be subcontracted under this contract, identifying the types planned for subcontracting to small-, minority-, and woman-owned businesses.

4. A description of the method used to develop the subcontracting goals for this contract.

5. A description of the method used to identify potential sources for solicitation purposes and a description of efforts the supplier will make to ensure that small-, minority-, and woman-owned businesses have an equitable opportunity to compete for subcontracts.

6. A statement as to whether the offer included indirect costs in establishing subcontracting goals for this contract and a description of the method used to determine the proportionate share of indirect costs to be incurred with small-, minority-, and woman-owned businesses.

7. The name of the individual employed by the supplier who will administer the subcontracting program and a description of the individual’s duties.

8. Assurances that the supplier will require all subcontractors receiving subcontracts in excess of $1 million to adopt a plan similar to the plan agreed to by the supplier.

9. A description of the types of records the supplier will maintain to demonstrate compliance with the requirements and goals in the plan for this contract. The records must include at least the following:

a. Source lists, guides, and other data identifying small-, minority-, and woman-owned businesses;

b. Organizations contacted in an attempt to locate sources that are small-, minority-, and woman-owned businesses;

c. Records on each subcontract solicitation resulting in an award of more than $100,000, indicating…