Addition Terms and Conditions.pdf

TERMS AND CONDITIONS

LOCAL-2 Limitation of Government's Obligation

(a) This contract is incrementally funded. Of the total price for this contract, only the funded (obligated) amount is presently available for payment and obligated under this contract. It is anticipated that from time to time, additional funds will be obligated under this contract by subsequent contract modifications until the contract is fully funded.

(b) The Contractor agrees to perform the contract up to the point at which the total amount paid and payable by the Government, including any amounts payable by the Government in the event of termination for convenience, approximates but does not exceed the total amount funded/obligated pursuant to this clause.

The Contractor is not authorized to continue work beyond that point. The Government’s legal liability under this contract, inclusive of any amounts payable pursuant to the FCC’s termination for its convenience, is limited to the amount funded/obligated pursuant to this clause. Any costs expended or incurred beyond the Government’s limitation of obligation are solely at the Contractor’s risk.

(c) The Contractor shall notify the Contracting Officer by e-mail at least thirty days prior to the date when, in the Contractor’s best judgment, the work will reach the point at which the total amount paid and payable by the Government, including any amounts pay- able by the Government in the event of termination for convenience, will approximate 80 percent of the total amount then obligated to the contract pursuant to this clause. The Contractor’s notification shall state:

(1) the estimated date when that point will be reached; and (2) an estimate of additional funding, if any, needed to continue performance of the contract up to the next scheduled date for obligation of funds, or to a mutually agreed upon substitute date.

(d) When additional funds are obligated for continued performance of the contract, the contract will be modified by the Contracting Officer to state the revised total of funds obligated to the contract and to indicate the period of contract performance which will be covered by the obligated funds. The provisions of paragraph (b) through (d) of this clause shall apply to the revised total of obligated funds and any agreed substitute date.

(e) If, solely by reason of failure of the Government to obligate additional funds in amounts sufficient for the timely performance of the contract, the Contractor incurs additional costs or is delayed in the performance of work under this contract, and if additional funds are obligated to the contract, an equitable adjustment may be negotiated to the price, time of delivery, or both.

(f) Once a contract period (base period or option period) is fully funded, this clause shall become inoperative for the remainder of that contract period, except with regard to rights or obligations concerning equitable adjustments negotiated under paragraph (e) of this clause. This paragraph shall not preclude operation of the clause in any subsequent option period that is incrementally funded.

(g) Nothing in this clause shall affect the Government’s right to terminate the contract for convenience or cause, or default, pursuant to this contract.

(h) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. § 1342.

(i) The terms of this clause shall apply to each option period of the contract that is exercised and incrementally funded.

LOCAL-4 Contracting Officer's Representative (COR)

The FCC’s COR is responsible for monitoring the Contractor's progress in fulfilling the requirements specified in this contract or order. The COR ensures that all required documentation and/or services and/or supplies are submitted or performed in accordance with the requirements of this contract or order. Should the Contractor fail to fulfill any contractual requirements, the COR shall inform the Contractor of such failure. The COR shall also inform the FCC’s Contracting Officer of any technical or contractual problems or delays. The COR also approves all invoices and performs final inspection and acceptance of all work performed and/or all supplies delivered under this contract.

The FCC’s COR is not authorized to make any commitments or obligations on behalf of the FCC, including, without limitation, the exercise of options or the incurrence of any costs beyond the stated ceiling price(s) or fixed price(s). The COR shall not grant the Contractor permission to deviate from the requirements stated in the contract or order, and shall not direct the Contractor to perform any work beyond that stated in the contract or order.

By acceptance of this contract or order, the Contractor acknowledges and accepts the limited authority of the FCC’s COR, as specified herein. Further, the Contractor agrees that it will not accept any direction or instructions from the COR that are expressly prohibited herein.

The FCC’s COR for this contract or order is ___________________________________. The COR may be reached via telephone at ________________________, or, via email at _________________________________@fcc.gov.

LOCAL-5 Invoicing Instructions (MAR 2019) Invoicing Instructions To obtain payment, the Contractor shall submit a proper invoice (see FAR 32.905(b)) electronically via the U.S. Department of the Treasury’s Invoice Processing Platform (IPP), which can be accessed athttps://www.ipp.gov. In order to enroll to use the IPP system, the Contractor must follow instructions provided in an enrollment email that it receives from the IPP.

LOCAL-12 Contractor Promotional and Press Releases Relating to the Contract

(d) Except as set forth in the clause titled Access to Nonpublic Information and its Release (if included in this contract), the FCC does not review for accuracy or approve any statements made in contractor press releases or other promotional material relating to the Con- tractor’s performance under this contract or the value or importance of its services or goods provided to the FCC under this contract, nor does the FCC endorse any particular contractor or the goods or services provided by any contractor, except as allowed by 5 C.F.R.

§ 2635.702(c)(1)-(2).

(e) The Contractor shall not publish, distribute, or permit to be published or distributed, any press release, promotional account, or statement that contains information attributed to, or quotations from, FCC personnel or the FCC itself relating to the Contractor’s performance under this contract or the value or importance of its services or goods provided to the FCC, unless the information is derived from a Government-wide past performance information system, is used in proper context, and is fair and accurate. Information contained on past performance questionnaires may be used only as approved by the Contracting Officer.

(f) Any press release, promotional material, or statement published or distributed by the Contractor that relates to this contract shall contain the following disclaimer, which shall be clearly displayed:

Disclaimer: This disclaimer is required by Contract No. [Contract No]. The Federal Communications Commission (FCC) has not reviewed or approved any statement in this document for accuracy or validity. The FCC and its employees do not endorse goods or services provided by this firm or any other firm, except as allowed by 5 C.F.R. 2635.702(c)(1)-(2), which do not apply here.

http://www.ipp.gov/ http://www.ipp.gov/

Order Terms and Conditions (Basic) – Commercial Item

Simplified Acquisitions [Continuation of Schedule]

Orders issued under this solicitation will incorporate as part of this Schedule the clause titled Order Terms and

Conditions (Basic) – Commercial Item Simplified Acquisition [Continuation of Schedule].

ORDER TERMS AND CONDITIONS (BASIC) – COMMERCIAL ITEM SIMPLIFIED ACQUISITION

[CONTINUATION OF SCHEDULE]

(a) This clause applies to any vendor term, condition, or license (addressed in paragraphs (b) or (c), or both, below) that: is incorporated into this order directly by the FCC; is incorporated into this order through another contract vehicle (including another Federal agency’s contract vehicle) under which this order is made; or is made applicable in any other fashion to goods or services furnished and paid for under this order. This includes any term, condition, or license of a subcontractor or supplier of the contractor pertaining to goods or services resold by the contractor to FCC under this order.

(b) The FCC specifically does not agree to, and shall not be bound by, any vendor term, condition, or license that:

(1) makes the applicable or governing law controlling this agreement (or any license under it) other than Federal law;

(2) requires the FCC to consent to the jurisdiction or venue, or both, of State or local courts or those of foreign countries;

(3) requires the FCC to indemnify the contractor or any other party, or imposes upon the FCC any currently indefinite liability;

(4) requires the FCC or the United States to tender or assume the defense of a civil or criminal action, or alter the rights or prerogatives of the Attorney General of United States in the conduct of litigation on behalf of the United

States or its agencies;

(5) requires the FCC to assume nondisclosure obligations that are incompatible with its statutory disclosure obligations under the Freedom of Information Act, court orders, or its regulatory disclosure procedures in 47 C.F.R.

Part 0, Subpart C;

(6) requires the FCC to comply with audit, entry, or access provisions that conflict with its facility and data security clearance procedures (FCC may be able to offer self-certification in cases where facility access cannot be granted);

(7) provides for automatic renewal or continuation of the order or license without affirmative action by the contracting officer;

(8) expresses the FCC’s acquiescence or agreement to equitable remedies, such as injunctive relief, to which FCC cannot agree, as they may result in the loss of use rights required for mission critical applications;

(9) except as required by law, commits the FCC to arbitration or other alternative dispute resolution procedures in lieu of following the dispute resolution procedures established in the Contract Disputes Act of 1978 (CDA), implementing regulations at FAR Subpart 33.2, and the FAR 52.233-1 Disputes clause;

(10) provides the contractor or a third party with unilateral termination rights, which would conflict with the contractor’s obligation to continue performance under the CDA and FAR dispute resolution procedures;

(11) provides the contractor with the unilateral right to modify the terms of the order or license, including price;

(12) obliges the FCC to pay the vendor's attorney fees, except as provided by statute;

(13) abrogates or alters in any way: the assignment restriction in FAR 52.212-4(b); the manner of dispute resolution provided by FAR 52.212-4(d); the invoice terms in FAR 52.212-4(g); the payment terms in FAR 52.212-4(i) (or the

Alternate version if applicable to this order); or the compliance obligations stated at FAR 52.212-4(q)-(r);

(14) without express agreement in writing by a FCC contracting officer: abrogates or alters in any way FCC acceptance and inspection rights found in FAR 52.212-4(a), the indemnity provided by FAR 52.212-4(h), FCC termination rights provided by FAR 52.212-4(l)-(m), or the warranties provided by FAR 52.212-4(o); or expands the limitation of liability in FAR 52.212-4(p) (including Alternate versions of such paragraphs if applicable to this order); or

(15) provides that vendor terms and conditions represent the entire agreement with the FCC or purports to supersede or take precedence over the terms of this order and its clauses (including this clause).

(c) If this order concerns or involves the procurement of rights in data (including software):

(1) the FCC specifically does not agree to, and shall not be bound by, any vendor license that: (i) contradicts, limits, modifies, or conditions the FCC’s rights with respect to software or other data as set forth in FAR 52.227-19(b) or

FAR 52.227-14(g)(3) (Alternate II), respectively (to the extent this order incorporates those FAR clauses), except as expressly provided in this order; or (ii) provides for a different allocation of data rights between the contractor and

FCC than that specified in FAR 52.227-17 (relating as to special works), to the extent the order incorporates that clause; and,

(2) the contractor understands and agrees that only a FCC contracting officer is authorized to bind the FCC to a contract for goods and services, including a license for intellectual property rights or other agreement (collectively

“license”), or to a modification of the terms and conditions of this order. To the extent the contractor, in order to discharge its obligation to the FCC under this order, as part of its business processes or those of its subcontractors or suppliers, requires an FCC employee to “accept” license terms by way of written or electronic signature or other manner, or by shrink-wrap, box-wrap, click-wrap, or browse-wrap agreement, the terms of that license shall not be binding upon the FCC. FCC employees who “accept” such licenses do so on this condition, and only for the purpose of allowing the contractor and its subcontractors and suppliers, for the sake of their convenience, to use the same process to perform this order that they use for commercial customers (however, only under the terms to which an

FCC contracting officer has agreed in writing).

52.212-4 Contract Terms and Conditions-Commercial Items.

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items