70FA3018R00000012_RCTSD_Request_for_Proposal_(RFP)_5-29-2018.pdf

RCTSD RFP – 70FA3018R00000012

Department of Homeland Security (DHS)

Federal Emergency Management Agency (FEMA)

Office of Response and Recovery (ORR) Logistics Management Division

Resource and Capability Transportation Support during Disasters (RCTSD) in Puerto Rico and the US Virgin

Islands

Request for Proposal (RFP)

70FA3018R00000012

May 29, 2018

Table of Contents

Section A - Overview

Section B - Terms and Conditions

Section C - Contract Clauses

Section D - Contract Attachments

Section E - Solicitation Provisions

Section A - Overview Resource and Capability Transportation Support during Disasters (RCTSD) in Puerto

Rico and the US Virgin Islands

The Federal Emergency Management Agency (FEMA) intends to award a single Indefinite Delivery Indefinite Quantity (IDIQ) contract for Resource and Capability Transportation Support during Disasters (RCTSD) in Puerto Rico and the US Virgin Islands. The RCTSD requirement is a full and open competition and is a commercial services requirement. This acquisition uses the policies of FAR Part 12, Acquisition of Commercial Items, in conjunction with the policies and procedures of FAR Part 15, Contracting by Negotiation. The North American Industry Classification System (NAICS) code is 483111 Deep Sea Freight Transportation.

1. Contract Type IDIQ task orders will be Firm Fixed Price (FFP). If applicable, a not-to-exceed travel amount will be identified under a separate CLIN on each Order requiring Government-directed travel.

Each trip under the travel CLIN shall be approved by the Government prior to occurrence. This approval shall include agreement on the firm-fixed-price amount to be paid by the Government for the trip. The guidelines of FAR 31.205-46 apply.

2. Period of Performance (Actual date will be filled in at time of award) Base Period: Date of award (DOA) through 12 months.

3. Contract Minimum and Maximum The contract minimum is $10,000.00. The contract maximum is $300,000,000.00.

4. Firm- Fixed-Price (FFP) Task Orders For FFP type task orders, the quantity of each item ordered will be multiplied against the unit price listed in this schedule. The cumulative extended total of all items ordered will define the firm-fixed price.

The Option to Extend Services (FAR 52.217-8), allows the contract to be extended up to six months. Offerors shall not include six month pricing in their price proposals. If FEMA exercises 52.217-8, existing pricing for the 12 month period of performance will be used. The offeror shall not propose 6-month pricing.

Section B - Terms and Conditions

Resource and Capability Transportation Support during Disasters (RCTSD) in Puerto Rico and the US Virgin Islands

1. FEMA Contracting Officer (CO)

(a) The FEMA CO is the only person authorized to approve changes to or modify any of the requirements under the IDIQ contract. In the event the Contractor effects any such change at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any expenses incurred as a result thereof. The FEMA CO is:

Name: Nicole Smith Address: Federal Emergency Management Agency 500 C. Street, SW, 3rd Floor Washington, DC 20472-3205 Email: Nicole.Smith@fema.dhs.gov

Tel No: 202-212-4109

(b) The Contractor shall submit requests for modification of this contract and other administrative requests to the CO and courtesy copy the COR.

(c) Contractual problems of any nature should be handled as soon as possible, and according to applicable public laws and regulations (e.g., Federal Acquisition Regulation). The problem resolution escalation sequence in FEMA is as follows: 1) the initial point of contact for problem resolution is the Contracting Officer’s Representative (COR) authorized to oversee services, 2) then the Contracting Officer that awarded the Order.

(d) Requests for information on matters related to this contract, such as explanation of terms and contract interpretation, shall be submitted to the CO. The CO is the only official authorized to terminate for cause, to issue notices of termination for cause, and to issue cure notices and show cause notices for the IDIQ.

The CO is responsible for:

1) Negotiation and Award of Orders. COs have the authority to issue task orders, and otherwise legally bind their organization to task order modifications.

2) Administration of task orders. Day-to-day administration activities will generally be carried out by the COR.

3) Settlement and Resolution of Contracting Issues. The CO is authorized to settle and resolve contracting issues.

4) Contract Records. The CO is responsible for maintaining a complete record of all contracting documents (electronically and/or manually).

2. FEMA Contracting Officer Representative (COR) The COR has responsibility for receipt and acceptance of the contract-level deliverables and reports and past performance reporting for the contract. The COR supports the CO and Program Manager (PM) in the general management of the program.

Name: Derek Chappelle

Address: Federal Emergency Management Agency 500 C. Street, SW.

Washington, DC 20472-3205 Email: Derek.Chappelle@fema.dhs.gov

Tel No: 202-212-7907

The CO may designate CORs for individual Orders that will be responsible for the day-to-day oversight of the Order. The COR will represent the CO in the administration of technical details within the scope of the task order. The COR is also responsible for the final inspection and acceptance of all task order deliverables and reports, and such other responsibilities as may be specified in the order. The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the CO or the Government. The COR does not have authority to alter the Contractor’s obligations or to change the order specifications, price, terms or conditions. If, as a result of technical discussions, it is desirable to modify order obligations or the specification, changes will be issued in writing and signed by the CO.

(A) The designated COR may provide written technical direction to the Contractor concerning the work performed under the contract. Technical direction is limited to direction that fills in details or otherwise completes the general description of the work set forth in the contract.

Technical direction includes:

1) Directions to the Contractor that suggest pursuit of certain lines of inquiry, shift work emphasis, fill in details or otherwise serve to accomplish the contractual Statement of Objectives.

2) Guidelines to the Contractor, that help interpret technical portions of work descriptions.

(B) Technical direction must be within the general scope of work stated in the contract.

Technical direction may not be used to:

1) Assign additional work under the contract.

2) Direct a change as defined in the “CHANGES” clause of the contract.

3) Increase or decrease the contract price or estimated contract amount (including fee), as applicable, the direct labor hours, or time required for contract performance.

4) Change any of the terms, conditions or specifications of the contract.

5) Interfere with the Contractor’s rights to perform the terms and conditions of the contract.

(C) All technical direction has to be in writing (or via e-mail) by the applicable COR.

(D) If the Contractor believes any technical direction calls for effort outside the scope of the contract or is inconsistent with this requirement, the Contractor must notify the CO in writing within five (5) working days after receipt of any such instruction. The Contractor must not proceed with the work affected by the technical direction unless and until the Contractor is notified by the CO that the technical direction is within the scope of this contract. To notify the Contractor, the CO will either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within 30 days that the instruction or direction is-

1) Rescinded in its entirety; or

2) Within the scope of the contract and does not constitute a change under the changes clause of the contract, and that the Contractor should proceed promptly with its performance.

(E) Failure of the Contractor and CO to agree that the instruction or direction is both within the scope of the contract and does not constitute a change under the changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, is subject to the Disputes clause of this contract.

(F) Any action(s) taken by the Contractor in response to any direction given by any person other than the CO or the applicable COR is at the Contractor’s risk.

(G) Nothing in the foregoing paragraph will excuse the Contractor from performing that portion of the contractual work statement which is not affected by the disputed technical direction.

3. Ordering Procedures

(a) The CO will provide a technical request to the contractor, within the scope of the IDIQ Performance Work Statement (PWS).

(b) The CO will request a quote and technical approach. The contractor shall evaluate the scope of the request and provide a proposal/quote.

(c) The proposal shall indicate either compliance with the requirements, risks, assumptions and any conflict of interest issues. Written technical proposals shall address as appropriate: (other items may be requested at CO discretion)

• Proposed personnel (labor mix);

• Technical Approach;

• Other proposal elements (travel and purchase parts and supplies etc.);

• Order terms;

• Other pertinent data, (e.g., potential conflict of interest issues)

(d) The proposal shall include detailed pricing for all requirements requested at prices equal to or lower than those established in the IDIQ. The Government is permitted to negotiate pricing other than originally proposed and established in the contract.

(e) Other related information shall always be in writing and shall address relevant information as required by the contract or requested by the CO. The contractor shall assume all expenses associated with proposal preparation for Orders. Contractors will not be reimbursed for proposal preparation.

4. Orders Orders issued under this contract may contain the following information:

(a) Date of order;

(b) Contract number and Order number;

(c) Description, quantity or units ordered and contract price;

(d) Period of Performance;

(e) Place of Performance;

(f) Accounting and appropriation data; and

(g) Any other pertinent information such as name and address of Contractor.

5. Invoice Procedures The contractor shall submit an invoice(s) upon delivery and acceptance of all supplies or services as specified in the Price/Cost Schedule. Invoices shall include the contract and/or order number.

In addition, any packaging with commodities shall also include the contract and/or purchase order number.

Contractors shall submit vouchers electronically in pdf format to the FEMA Finance Center at FEMA-Finance-Vendor-Payments@fema.dhs.gov, AND

Contractors shall also submit an electronic pdf copy to the FEMA CO and COR or program person if a COR is not designated at their email address.

To constitute a proper invoice, the invoice must include those items cited in FAR 52.232-25, Prompt Payment, Paragraphs (a) (3) (i) through (a) (3) (viii). Unless otherwise stated in the Order, the Contractor shall submit an original invoice containing the following information, if applicable:

FEMA Bill Of Lading (BOL) number must be each invoice

(a) Name and address of the Contractor;

(b) Invoice date and number;

(c) Contract number, contract line item number (CLIN) and Order number;

(d) Description, quantity, unit of measure, unit price, labor category, labor hours, and extended price of the items delivered;

(e) Name and address of official to whom payment is to be sent;

(f) Name, title, and phone number of person to notify in event of defective invoice; and

(g) Electronic funds transfer (EFT) banking information.

(h) Invoice total

(i) Period of Performance

(j) For each individual working under a labor-hour, including firm-fix priced payment:

- Individual’s name

- Labor category

- Labor rate

- Number of hours worked

- Time sheet for the billing period

(k) Other Direct Cost related to licenses and subscription, may include but not limited too

- Instance Category (actual name from provider, size, type, etc)

- Rate of Instances per hour

- Number of hours running

- Utilization per instance for billing period The submission of vouchers electronically will reduce correspondence and other causes for delay to a minimum and will facilitate prompt payment to the Contractor. Paper vouchers mailed to the finance center will not be processed for payment. If the Contractor is unable to submit a payment request in electronic form, the contractor shall submit the payment request using a method mutually agreed to by the Contractor, the Contracting Officer, and the payment office.

Invoices shall be submitted as follows: Contractors shall use Standard Form (SF) 1034 (Public Voucher for Purchases and Services Other Than Personal) and SF 1035 (Continuation Sheet) when requesting payment for supplies or services rendered. Both forms are located at http://www.gsa.gov/portal/forms/type/SF. Suitable self-designed forms (contractor invoice forms) may be submitted instead of the SF 1035 as long as they contain the information required.

The voucher must provide a description of the supplies or services, by line item (if applicable), quantity, unit price, and total amount. The item description, unit of measure, and unit price must match those specified in the contract. Invoices that do not match the line item pricing in the contract will be considered improper and will be returned to the Contractor. The Contractor shall not be paid more frequently than on a monthly basis.

Electronic Funds Transfer (EFT) Information

1. To receive payment, the contractor shall submit their EFT information to the Government. EFT information may be submitted by EFT form, through System for Award Management (SAM), or on invoice. Failure to provide the EFT information or failure to notify the Government of changes to this EFT information may result in delays in payments and/or rejection of the invoice in accordance with the Prompt Payment clause of this contract. EFT forms may be submitted directly to the FEMA Finance Center at FEMA-Finance- RecordsMaintenance@fema.dhs.gov, or to the Contracting Office.

2. If submitting EFT information on invoice/voucher, the following EFT information should be submitted:

(a) Routing Transit Number (RTN) – The contractor shall provide the current 9-digit RTN of the payee's bank

(b) Payee's account number

(c) Contractor's Tax Identification Number (TIN)

(The EFT information submitted must be that of the contractor unless there is an official Assignment of Claims on file with the payment office.)

If at any time during the term of this contract, the contractor changes any EFT information, (i.e. financial agent, RTN, account number, etc.) the new EFT information must replace the old EFT information on subsequent invoices submitted under this contract, through SAM, or by submission of a new EFT form.

6. Deliverables Media

The Contractor shall provide deliverables to the addresses identified in IDIQ Orders.

Administrative deliverables shall be provided in machine readable format using Microsoft Office Suite and/or Adobe via email, or flash drives for those deliveries that cannot be emailed. All deliverables containing Agency specific, sensitive, and project detail information shall only be provided via email servers or hard copy via U.S. Mail, FedEx, or USPS. IDIQ Orders will identify specific delivery requirements if different from the above. The Contractor shall use recommended commercial practices for formatting deliverables under IDIQ Orders unless the agency’s standard operating procedures state otherwise, standard information procedures and other formats.

Unless otherwise specified, all deliverables submitted to the Government shall clearly indicate the task order number, contractor’s name, description of items contained therein and the consignee’s name and address for which the information is being submitted.

7. Inspection and Acceptance Inspection and acceptance of the services and support to be furnished hereunder shall be made by the appropriate COR, or other authorized Government representative designated in each IDIQ Order. Specific inspection and acceptance information will be detailed in each Order.

8. Scope of Inspection All deliverables may be inspected for content, completeness, accuracy and conformance to IDIQ and Order requirements by the COR or other Government authorized representative designated in each Order. Inspection may include validation of information or inspection of the deliverables, as specified in each Order. The scope and nature of this inspection will be comprehensive to validate the completeness, accuracy, and conformance to IDIQ requirements.

If not otherwise established at the Order Level, the Government requires a period not to exceed 10 business days after receipt of final deliverable items for inspection and acceptance or rejection.

9. Advertisements, Publicizing Awards and News Releases Under no circumstances shall the Contractor, or anyone acting on behalf of the Contractor, refer to the supplies, services, or equipment furnished pursuant to the provisions of this contract in any publicity/ news release or commercial advertising without first obtaining explicit written consent to do so from FEMA Contracting Officer. This restriction does not apply to marketing materials developed for presentation to potential government customers of this contract vehicle.

The Contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Federal Government or is considered by the Government to be superior to other products or services.

10. Identification of Contractor Personnel The Contractor shall ensure that its employees and subcontractors will identify themselves as employees of their company while working on FEMA contracts. For example, Contractor personnel shall introduce themselves in person and in voice-mail, as employees of their respective companies, and not as FEMA employees. Under no circumstances and at no time shall subcontractors of the prime identify themselves as employees of the prime or in any other way suggest, by action or inaction, that they are employees of the prime. Failure to adhere to this requirement may constitute grounds for termination for cause of the base FEMA IDIQ and order thereunder. Contractor shall ensure that their personnel use the following format signature on all official e-mails generated by DHS computers:

Name Position or Professional Title Prime FEMA Contractor Name OR Subcontractor Company Name in support of Prime FEMA Contractor Name Supporting the __________Division/Office of FEMA Phone Fax

11. Post-Award Evaluation of Contractor Performance Contractor Performance Evaluations: Annual and final evaluations of Contractor performance, at both the IDIQ and individual TO levels, will be prepared on this contract in accordance with FAR 42.1500. The final performance evaluations will be prepared following the end of the period of performance. Annual and final evaluations will be provided to the Contractor as soon as practicable after completion of the evaluation. The Contractor can elect to review the evaluation and submit additional information or a rebuttal statement. The Contractor shall be permitted thirty (30) days to respond. Contractor response is voluntary. Any disagreement between the parties regarding an evaluation will be referred to the cognizant Division Director (or his/her equivalent), whose decision is final. Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

Electronic Access to Contractor Performance Evaluations: FAR 42.15 requires agencies to prepare annual and final evaluations of Contractor performance. The Past Performance Information Retrieval System (PPIRS) is used to record and maintain past performance information. The FEMA utilizes the Contractor Performance Assessment Reporting System (CPARS), which feeds its information into the PPIRS system in order to share information with other federal agencies. The process for submitting such reports shall be in accordance with agency procedures (see below). Contractors may view evaluations, once completed via CPARS, through a secure Web site that can be obtained at the following URL - www.ppirs.gov.

The registration process requires the Contractor to identify an individual that will serve as a primary contact and who will be authorized access to the evaluation for review and comment. In addition, the Contractor shall be required to identify a secondary contact who will be responsible for notifying the cognizant contracting official in the event the primary contact is unavailable to process the evaluation within a thirty (30) day time period. Once a performance evaluation has been prepared and is ready for comment, the CPARS will send an email to the Contractor representative notifying that individual that a performance evaluation is electronically available for review and comment.

12. Access to or Use of Unclassified Facilities, Information Technology Resources, and

Sensitive Information The assurance of the security of unclassified facilities, Information Technology (IT) resources, and sensitive information during the acquisition process and contract performance are essential to the DHS/FEMA mission. DHS Management Directive (MD) 11042.1 Safeguarding Sensitive but Unclassified (For Official Use Only) Information, describes how Contractors must handle sensitive but unclassified information. DHS/FEMA Information Security directives such as MD 4300A Sensitive Systems Security Policy, the DHS Sensitive Systems Handbook, and mandatory configuration guidelines (such as Security Technical Implementation Guides or hardening guidelines issued by DHS or DISA) prescribe policies and procedures on security for IT resources. Contractors shall comply with these policies and procedures, any replacement publications, or any other current or future DHS policies and procedures covering Contractors specifically for all orders that require access to facilities, IT resources or sensitive information.

Contractors shall not use or redistribute any DHS information processed, stored, or transmitted by the Contractor except as specified in the Order.

13. Government Records

(a) Government's Records: Except as is provided in paragraph (b) may be otherwise agreed upon by the Government and the Contractor, all records acquired or generated by the Contractor, in its performance of this contract shall be the property of the Government; and shall be delivered to the Government or otherwise disposed of by the Contractor, either as FEMA Contracting Officer may from time to time direct during the progress of the work or, in any event, as FEMA Contracting Officer directs upon settlement of this contract. The Contractor shall, subject to security regulations, requirements, and other provisions of the contract, have the right to inspect;

and at its own expense, duplicate only those processes, procedures, or records delivered, or to be delivered, to the Government by the Contractor under this contract, or retain duplicates which are in excess of the Government's requirements. However, nothing in this paragraph shall: (1) permit the Contractor to duplicate or retain for its own purposes any official Government documents or proprietary information relating to the Government or to other Contractors; (2) constitute any commitment on the part of the Government to retain such records for any period beyond customary retention periods for the various types of records; and (3) have any effect on the provisions of FAR Clause 52.227 14 (DEC 2007), entitled "Rights in Data - General."

(b) Contractor's Own Records: The following records are considered the property of the Contractor and not within the scope of paragraph (a) above:

(1) Personnel records and files maintained on individual employees, applicants and former employees;

(2) Privileged or confidential Contractor financial information and correspondence between segments of the Contractor's organization; and

(3) Internal legal files.

(c) Inspection and Audit of Records: All records acquired, or generated by the Contractor under this contract, and in the possession of the Contractor, including those described in paragraph (b) above (exclusive of subparagraph (b)(2) and (b)(3)), shall be subject to inspection and audit. The Contractor shall afford the proper facilities for such inspection and audit.

14. Disclosure of Information – Official Use Only

Each officer or employee of the Contractor or Subcontractor at any tier to whom “Official Use Only” information may be made available or disclosed shall be notified in writing by the Contractor that “Official Use Only” information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such “Official Use Only” information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 18 U.S.C. Sections 641 and 3571. Section 641 of 18 U.S.C. provides, in pertinent part, that whoever knowingly converts to his use or the use of another, or without authority sells, conveys, or disposes of any record of the United States or whoever receives the same with the intent to convert it to his use or gain, knowing it to have been converted, shall be guilty of a crime punishable by a fine or imprisoned up to ten years or both.

15. Confidentiality of Information

(a) To the extent that the work under this contract requires that the Contractor be given access to confidential or proprietary business, technical, or financial information belonging to other private parties or the Government, the Contractor shall after receipt thereof, treat such information as confidential and agrees not to appropriate such information for its own use or to disclose such information to third parties unless specifically authorized by the Contracting Officer in writing.

The foregoing obligations, however, shall not apply to:

(1) Information which, at the time of receipt by the Contractor, is in the public domain;

(2) Information which is published after receipt thereof by the Contractor or otherwise becomes part of the public domain through no fault of the Contractor;

(3) Information which the Contractor can demonstrate was in its possession at the time of receipt thereof and was not acquired directly or indirectly from the Government or other companies; or,

(4) Information which the Contractor can demonstrate was received by them from a third party who did not require the Contractor to hold it in their confidence.

(b) The Contractor shall obtain the written agreement, in a form satisfactory to the FEMA Contracting Officer, of each employee permitted access, whereby the employee agrees that he/she will not discuss, divulge, or disclose any such information or data to any person or entity except those persons within the Contractor's organization directly concerned with the performance of the contract.

(c) The Contractor agrees that upon request by the Contracting Officer, it will execute an approved agreement with any party whose facilities or proprietary data they are given access to in regards to the restrictive use and disclosure of the data and the information obtained from such facilities. Upon request by Contracting Officer, such an agreement shall also be signed by Contractor personnel.

(d) This language shall flow down to all subcontracts.

16. Government-Furnished Property and Government-Furnished Information Specific requirements for Government-furnished property and/or Government-furnished information will be addressed in the Orders. The contractor shall enter freight and shipping information in FEMA’s Logistic Supply Chain Management System (LSCMS) for visibility no later than 24 hours after incoming and outgoing shipments. Training will be provided for the vendor portal to LSCMS. The COR will provide guidance for access to training and data entry.

17. Federal Holidays The Government observes the following federal holidays. When any such day falls on a Saturday, the preceding Friday is observed. When any such day falls on a Sunday, the following Monday is observed.

New Year’s Day Labor Day Martin Luther King, Jr.’s Birthday

Columbus Day

Presidents’ Day Veterans’ Day Memorial Day Thanksgiving Day Independence Day Christmas Day Inauguration Day

Section C – Contract Clauses

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

52.212-4 Contract Terms and Conditions Commercial Items (JAN 2017)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice;

and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer. System for Award Management, or 52.232- 34, Payment by Electronic Funds Transfer. Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall.

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the.

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by

33.211 if.

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on.

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

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

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders Commercial Items. (NOV 2017)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

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

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

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

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

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

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

3509)).

X (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

_ (5) [Reserved].

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

X (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

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

X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

_ (10) [Reserved].

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

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

X (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

_ (ii) Alternate I (Jan 2011) of 52.219-4.

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

_ (ii) Alternate I (Nov…