4BUTIL-24-B-0015-Signed Contract.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:

49 CR6067770

4BUTIL-24-B-0015 SEE BLOCK 28

JILL M. LETTA (303) 743-1382

Utilities Facility Services CMC United States Postal Service 6 Griffin Road North Windsor CT 06006-7013

US

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

4BUTIL

NEW CONSERVICE LLC

Attn: Becky Haakenson

3131 TECHNOLOGY DR NW

MANDAN ND 585544870

701-707-1004 becky.haakenson@capturis.com

OF

X

CODE 4BUTIL

CODE 001277255

CODE 00001

NEW CONSERVICE LLC

Attn: Matt Miller

3131 TECHNOLOGY DR NW

MANDAN ND 585544870

TELEPHONE: 435-512-5646

mmiller@conservice.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 1, USPS

STATMENT OF WORK, AND OTHER ATTACHMENTS AS

CONTAINED HEREIN.

THE CONTRACT PERIOD OF PERFORMANCE HAS A BASE

PERIOD OF TWO YEARS WITH FOUR, TWO-YEAR POTENTIAL

OUT YEAR PERIODS TO RENEW AT THE DISCRETION OF

THE POSTAL SERVICE AS SHOWN BELOW:

PERIOD OF PERFORMANCE

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) $210,000.00

NET30

copies to the issuing office.

(Offeror to the above Solicitation)

TELEPHONE: TELEPHONE:

mmiller@conservice.com

435-512-5646 860-803-2224

TITLE: TITLE:Head of Commercial Operations Contracting Officer

EMAIL:EMAIL: paul.a.digrassi@usps.gov

PS Form 8203 (July 2021)

49 2

OFPAGE

CR6067770

REQUISITION NO.

ISSUE DATE

SOLICITATION SOLICITATION NO.MASTER CONTRACT NO.

SEE BLOCK 28

EFFECTIVE DATE

AWARD/

4BUTIL-24-B-0015

CONTRACT/ORDER NO.

17.

ITEM NO

22.

AMOUNT

21.

UNIT PRICE

20.

UNIT

19.

QUANTITY

18.

SCHEDULE OF SUPPLIES AND SERVICES

CONTINUATION SHEET

BASE: JULY 1, 2024 - JUNE 30, 2026

OUT YEAR #1: JULY 1, 2026 - JUNE 30, 2028

OUT YEAR #2: JULY 1, 2028 - JUNE 30, 2030

OUT YEAR #3: JULY 1, 2030 - JUNE 30, 2032

OUT YEAR #4: JULY 1, 2032 - JUNE 30, 2034

Sub Rept Req'd: Y

Accounting Info:

BFN: 677290

Period of Performance: 07/01/2024 to 06/30/2026

1 UTILITY MANAGEMENT SERVICES 210,000.00

Account Number: 52359

Award Type: Firm-fixed-price

The total amount of award: $210,000.00. The total amount for this award is

PS Form 8203 (July 2021)

1 - PART 1 - COVER SHEET AND SCHEDULE

2 - PART 2 - PROVISIONS

PROVISION 4-3 REPRESENTATIONS AND CERTIFICATIONS (OCTOBER 2019)

PROVISION 9-1 EQUAL OPPORTUNITY AFFIRMATIVE ACTION PROGRAM (MARCH

2006)

PROVISION 9-2 PREAWARD EQUAL OPPORTUNITY COMPLIANCE REVIEW

(MARCH 2006)

3 - PART 3 - CONTRACT CLAUSES

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 - COST-

REIMBURSEMENT CONTRACTS (APRIL 2023)

CLAUSE B-18 SUBCONTRACTS (MARCH 2006)

CLAUSE B-19 EXCUSABLE DELAYS (MARCH 2006)

CLAUSE B-20 INVOICES (APRIL 2023)

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

CLAUSE B-39 INDEMNIFICATION (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 2-19 OPTION TO EXTEND (SHORT TERM) (OCTOBER 2019)

CLAUSE 2-20 OPTION PERIOD (SEPTEMBER 2021)

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 (MAY 2024)

CLAUSE 4-2 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

POLICIES, STATUTES OR EXECUTIVE ORDERS (MAY 2024)

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 (APRIL 2023)

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

CLAUSE 7-4 INSURANCE (MARCH 2006)

CLAUSE 7-10 SUSTAINABILITY (SEPTEMBER 2022)

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

1 - PART 1 - COVER SHEET AND SCHEDULE

2 - PART 2 - PROVISIONS

PROVISION 4-3 REPRESENTATIONS AND CERTIFICATIONS (OCTOBER 2019)

a. Type of Business Organization. The offeror, by checking the applicable blocks, represents that it:

(1) Operates as:

[_] a corporation incorporated under the laws of the state of _____________; or country of ______________ if incorporated in a country other than the United States of America.

[_] an individual;

[_] a partnership;

[_] a joint venture;

[_] a limited liability company;

[_] a nonprofit organization; or

[_] an educational institution; and

(2) Is (check all that apply)

[_] a small business concern;

[_] a minority business (indicate minority below):

[_] Black American

[_] Hispanic American

[_] Native American

[_] Asian American:

[_] a woman-owned business; or

[_] none of the above entities.

(a) A small business concern for the purposes of Postal Service purchasing means a business, including an affiliate, that is independently owned and operated, is not dominant in producing or performing the supplies or services being purchased, and has no more than 500 employees, unless a different size standard has been established by the Small Business Administration (see 13 CFR 121, particularly for different size standards for airline, railroad, and construction companies). For subcontracts of $50,000 or less, a subcontractor having no more than 500 employees qualifies as a small business without regard to other factors.

(b) Minority Business. A minority business is a concern that is at least 51 percent owned by, and whose management and daily business operations are controlled by, one or more members of a socially and economically disadvantaged minority group, namely U.S. citizens who are Black Americans, Hispanic Americans, Native Americans, or Asian Americans. (Native Americans are American Indians, Eskimos, Aleuts, and Native Hawaiians. Asian Americans are U.S. citizens whose origins are

Japanese, Chinese, Filipino, Vietnamese, Korean, Samoan, Laotian, Kampuchean (Cambodian), Taiwanese, in the U.S. Trust Territories of the Pacific Islands or in the Indian subcontinent.)

(c) Woman-owned Business. A woman-owned business is a concern at least 51 percent of which is owned by a woman (or women) who is a U.S. citizen, controls the firm by exercising the power to make policy decisions, and operates the business by being actively involved in day-to- day management.

(d) Educational or Other Nonprofit Organization. Any corporation, foundation, trust, or other institution operated for scientific or educational purposes, not organized for profit, no part of the net earnings of which inures to the profits of any private shareholder or individual.

(3) Is (check all that apply)

[_] a Postal Service employee or a business organization substantially owned or controlled by such an individual

[_] a spouse of a Postal Service employee or a business organization substantially owned or controlled by such an individual

[_] another family member of a Postal Service employee or a business organization substantially owned or controlled by such an individual

[_] an individual residing in the same household as a Postal Service employee or a business organization substantially owned or controlled by such an individual.

(Note: Offers from any of the sources listed in subparagraph a.3, may not be considered for an award pending review and recommendation by the Postal Service Ethics Office.)

b. Parent Company and Taxpayer Identification Number

(1) A parent company is one that owns or controls the basic business polices of an offeror. To own means to own more than 50 percent of the voting rights in the offeror. To control means to be able to formulate, determine, or veto basic business policy decisions of the offeror. A parent company need not own the offeror to control it; it may exercise control through the use of dominant minority voting rights, proxy voting, contractual arrangements, or otherwise.

(2) Enter the offeror's U.S. Taxpayer Identification Number (TIN) in the space provided. The TIN is the offeror's Social Security number or other Employee Identification Number (EIN) used on the offeror's Quarterly Federal Tax Return, U.S. Treasury Form 941, or as required by Internal

Revenue Service (IRS) regulations. Offeror's TIN: ___________________________

(3) IRS Form W-9, Request for Taxpayer Identification Number and Certification. You must complete a copy of IRS Form W-9 and attach it to this certification.

(4) Check this block if the offeror is owned or controlled by a parent company: [_]

(5) If the block above is checked, provide the following information about the parent company:

Parent Company's Name: ____________________________

Parent Company's Main Office: ________________________

Address: __________________________________________

No. and Street: _____________________________________

City: ________________ State: _____ ZIP Code: _________

Parent Company's TIN: ______________________________

(6) If the offeror is a member of an affiliated group that files its federal income tax return on a consolidated basis (whether or not the offeror is owned or controlled by a parent company, as provided above) provide the name and TIN of the common parent of the affiliated group:

Name of Common Parent: _________________________________

Common Parent's TIN: ____________________________________

c. Certificate of Independent Price Determination

(1) By submitting this proposal, the offeror certifies, and in the case of a joint proposal each party to it certifies as to its own organization, that in connection with this solicitation:

(a) The prices proposed have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to the prices with any other offeror or with any competitor;

(b) Unless otherwise required by law, the prices proposed have not been and will not be knowingly disclosed by the offeror before award of a contract, directly or indirectly to any other offeror or to any competitor; and

(c) No attempt has been made or will be made by the offeror to induce any other person or firm to submit or not submit a proposal for the purpose of restricting competition.

(2) Each person signing this proposal certifies that:

(a) He or she is the person in the offeror's organization responsible for the decision as to the prices being offered herein and that he or she has not participated, and will not participate, in any action contrary to paragraph a above; or

(b) He or she is not the person in the offeror's organization responsible for the decision as to the prices being offered but that he or she has been authorized in writing to act as agent for the persons responsible in certifying that they have not participated, and will not participate, in any action contrary to paragraph a above, and as their agent does hereby so certify; and he or she has not participated, and will not participate, in any action contrary to paragraph a above.

(3) Modification or deletion of any provision in this certificate may result in the disregarding of the proposal as unacceptable. Any modification or deletion should be accompanied by a signed statement explaining the reasons and describing in detail any disclosure or communication.

d. Certification of Nonsegregated Facilities

(1) By submitting this proposal, the offeror certifies that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform services at any location under its control where segregated facilities are maintained. The offeror agrees that a breach of this certification is a violation of Clause 9-7: Equal Opportunity in this contract.

(2) As used in this certification, segregated facilities means any waiting rooms, work areas, rest rooms or wash rooms, restaurants or other eating areas, time clocks, locker rooms or other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment area, transportation, or housing facilities provided for employees that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, or national origin, because of habit, local custom, or otherwise.

(3) The offeror further agrees that (unless it has obtained identical certifications from proposed subcontractors for specific time periods) it will obtain identical certifications from proposed subcontractors before awarding subcontracts exceeding $10,000 that are not exempt from the provisions of Clause 9-7: Equal Opportunity; that it will retain these certifications in its files; and that it will forward the following notice to these proposed subcontractors (except when they have submitted identical certifications for specific time periods):

Notice: A certification of nonsegregated facilities must be submitted before the award of a subcontract exceeding $10,000 that is not exempt from Clause 9-7: Equal Opportunity. The certification may be submitted either for each subcontract or for all subcontracts during a period quarterly, semiannually, or annually).

e. Certification Regarding Debarment, Proposed Debarment, and Other Matters

(This certification must be completed with respect to any offer with a value of $100,000 or more.)

(1) The offeror certifies, to the best of its knowledge and belief, that it or any of its principals:

(a) Are ____ are not ____, presently debarred or proposed for debarment, or declared ineligible for the award of contracts by any Federal, state, or local agency;

(b) Have ____ have not ____, within the 3-year period preceding this offer, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and

(c) Are ____ are not ____, presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subparagraph (b) above;

(2) The offeror has ____ has not ____, within a 3-year period preceding this offer, had one or more contracts terminated for default by any Federal, state, or local agency.

(3) "Principals," for the purposes of this certification, means officers, directors, owners, partners, and other persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of a subsidiary, division, or business segment, and similar positions).

(4) The offeror must provide immediate written notice to the contracting officer if, at any time prior to contract award, the offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(5) A certification that any of the items in e.1 and e.2 of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered as part of the evaluation of the offeror's capability (see Section 2- 26.4.2, Supplier Capability, in the Postal Service's Supplying Principles and Practices). The offeror's failure to furnish a certification or provide additional information requested by the contracting officer will affect the capability evaluation.

(6) Nothing contained in the foregoing may be construed to require establishment of a system of records in order to render, in good faith, the certification required by e.1 and e.2 of this provision. The knowledge and information of an offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(7) This certification concerns a matter within the jurisdiction of an agency of the United States and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Section 1001, Title 18 U.S.C.

(8) The certification in e.1 and e.2 of this provision is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Postal Service, the contracting officer may terminate the contract resulting from this solicitation for default.

f. Incorporation by Reference. Wherever in this solicitation or contract a standard provision or clause is incorporated by reference, the incorporated term is identified by its title, its provision or clause number assigned to it, and its date. The text of incorporated terms may be found at http://about.usps.com/manuals/pm/welcome.htm. If checked, the following provision(s) is incorporated in this solicitation by reference (Contracting officer will check as appropriate):

[[]] Provision 9-1: Equal Opportunity Affirmative Action Program

[[]] Provision 9-2: Preaward Equal Opportunity Compliance Review

[[]] Provision 9-3: Notice of Requirements for Equal Opportunity Affirmative Action

PROVISION 9-1 EQUAL OPPORTUNITY AFFIRMATIVE ACTION PROGRAM (MARCH

2006)

The offeror, by checking the applicable block or blocks, represents that it

(1) __ has developed and has on file, __ has not developed and does not have on file, at each establishment, affirmative action programs as required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2) and __ has, __ has not filed the required reports with the Joint Reporting Committee, or

(2) __ has not previously had contracts subject to the written affirmative action program requirement of the rules and regulations of the Secretary of Labor.

PROVISION 9-2 PREAWARD EQUAL OPPORTUNITY COMPLIANCE REVIEW (MARCH

2006)

If the contract award will be $10 million or more, the prospective supplier and its known first-tier subcontractors with subcontracts of $10 million or more will be subject to a preaward compliance review. In order to qualify for award, the prospective supplier and first-tier subcontractors must be found in compliance pursuant to 41 CFR 60-1.20.

3 - PART 3 - CONTRACT CLAUSES

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 - COST-

REIMBURSEMENT CONTRACTS (APRIL 2023)

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; or

(2) The contracting officer determines that full or partial termination of this contract 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. In the event of termination for default, the Postal Service will not be liable to the supplier for any amount for goods or services not accepted, and the supplier will be liable to the Postal Service for any and all rights and remedies provided by law.

Included in the term "default" is any refusal or failure:

(1) to prosecute the work diligently enough to ensure its completion within the time specified or any extension or

(2) to provide the Postal Service, upon request, with adequate assurances of future performance.

The debarment, suspension, or ineligibility of the supplier, its partners, officers, or principal owners under the Postal Service's procedures (see 39 CFR Part 601) may constitute an act of default under this contract, and such act will not be subject to notice and cure pursuant to any termination of default provision of this contract (if any). If after notice of termination for default as discussed in this paragraph, it is determined that the supplier was not in default or 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 interests 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 completed 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 for convenience, the supplier may submit to the contracting officer a termination settlement proposal. The settlement proposal must be submitted promptly, but in no event more than 180 days after the effective date of termination, unless the supplier requests and the contracting officer agrees to extend the time limit. If the supplier's proposal exceeds $100,000, the contracting officer may require that it be certified before any further action is taken. If the supplier fails to submit a termination settlement proposal 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 an allowance for the fee) to the supplier by reason of the termination.

f. Subject to the provisions of paragraph d. above, 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 proposals, together with reasonable storage, transportation, and other costs incurred in connection with protecting or disposing of the termination inventory; and

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

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 proposals, less fee payments previously made; or, 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 paragraph 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 paragraph 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 the Postal Service's Supplying Practices Process Step 2: Evaluate Sources in effect on the effective date of termination. The final settlement is limited as provided in Clause 2-31: Limitation of Cost of this contract.

h. If a termination settlement is not reached, the supplier may submit a claim and request a final decision of the contracting officer in accordance with Clause B-9: Claims and Disputes, of any determination made by the contracting officer under paragraph d. or f. above, except that if the supplier fails to timely submit the termination settlement proposal or request a time extension as provided in paragraph d, the supplier will be deemed to have waived its right to submit a claim. 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 appeal under this clause or if no timely appeal has been taken, the amount determined by the contracting officer; or

(2) If an appeal 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, goods, 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 the same manner and at the same rate as proscribed in 4-1(i):, 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 proposal 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 (APRIL 2023)

a. The supplier is required to submit a proper invoice(s) 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 goods 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 goods are in the quantity and of the quality designated in the contract.

c. To ensure prompt payment, an invoice (or electronic invoice, if authorized) must be submitted for each destination and each shipment. Each invoice must contain:

(1) The supplier's name, remit to address (including ZIP+4), email address, and phone number;

(2) Unique invoice number and invoice date;

(3) The contract number;

(4) Any applicable task or delivery order number;

(5) A description of the goods or services and the dates shipped, delivered or performed;

(6) The point of shipment or delivery;

(7) Quantity, unit of measure, unit price(s) and extension(s) of the items shipped or delivered;

(8) Shipping and payment terms, including GBL number if applicable; and

(9) Any additional information required by the contract.

d. The supplier agrees that, by submitting a final invoice and receiving payment therefore, all the Postal Service payment obligations under the contract have been satisfied.

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 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…