AG-52241-S-15-0002.pdf

620, U.S. DEPARTMENT OF AGRICULTURE (USDA) RURAL DEVELOPMENT (RD)

BLANKET PURCHASE AGREEMENT (BPA) – ATTORNEY SERVICES

BACKGROUND

Section 1045 of the Stewart B. McKinney Homeless assistance Act of 1988 amended Section 510(d) of the Housing Act of 1949 {42 U.S.C. 1480(d)} to provide the Secretary of Agriculture, in the prosecution of defense of any litigation under Section 502, the discretion to use the services of U.S. Attorneys, the USDA Office of the General Counsel, or any other attorney with whom the Secretary enters into a contract, upon determining that the attorney will provide competent and cost-effective representation for USDA. Section 502 loans are generally secured by first mortgages on modest dwellings located on nonfarm tracts of one acre or less. In some instances USDA also holds subsequent mortgages on the security, usually without intervening liens. Loans are originated and closed in Field Offices. Once loans are closed, property accounts are managed by the Centralized Servicing Center (CSC) in St. Louis MO.

The Indiana RD State Office Purchasing Agent administers this agreement and subsequent contracts, and acts as the payment processor. Payments are disbursed by the U.S. Treasury. Single Family Housing properties are managed under 7 CFR Part 3550 and Multifamily projects under 7 CFR Part 3560.

REQUIREMENT

The objective is to retain one or more private attorneys or law firms (herein called “Contractor”) to provide legal services in connection with foreclosures with or without deficiency judgments and/or actions to recover possession related to Section 502 (Single Family Housing) and Section 515 (Multifamily Housing) debts to the United States of America, acting through the United States Department of Agriculture (USDA), Rural Development (RD). Properties are located in rural areas throughout Indiana.

The Contractor shall provide all legal and related services, including title search update, in connection with each assigned case to complete foreclosures by advertisement or by judicial proceeding, obtain and enforce any deficiency and/or other judgment(s) obtained as part of the judicial foreclosure process, if applicable; sue for obtain, and enforce evictions to obtain possession of the property and/or preserve the value of the property; and/or recover possession of Government owned property; and act for USDA in bankruptcy proceedings as directed by the Contracting Officer (CO).

The contractor agrees to provide services on behalf of RD in accordance with the attached Performance of Work Statement (PWS), terms and conditions.

EFFECTIVE PERIOD OF AGREEMENT

The effective period extends from date of Contracting Officer’s signature until April 5, 2016 unless the agreement is cancelled. The agreement includes 3 Optional periods, through April 5, 2019. Cancellation may be made by either party by written 30-day notice. In the event of cancellation, performance of outstanding orders/contracts under the terms and conditions herein shall continue until completed, unless the work is terminated by the Contracting Officer. This agreement may be renewed

USDA RD INDIANA ATTORNEY SERVICES 2015 BPA AND SOW

IN Attorney Work Statement upon its expiration by mutual written agreement between the parties. Call Orders will be issued in writing.

EXTENT OF OBLIGATION

Rural Development is not obligated to place any orders under this BPA, nor is the vendor obligated to accept them. RD retains the right to obtain competition or additional capacity by establishing additional, agreements with previously solicited vendors.

SPECIAL REQUIREMENTS

• Contractor represents by accepting the terms and conditions of the BPA that licensing/certification requirements necessary to perform the services are current and valid.

• Contractor shall provide evidence of adequate liability insurance.

• Contractor shall maintain a current SAM registration through final payment for all orders.

• Contractor may be subject to performance reporting requirements.

AUTHORIZED ORDERING OFFICIALS AND MAXIMUM ORDER LIMITS

Rural Development is obligated under this BPA only to the extent of task orders for services specified, placed by authorized individuals within these limits:

Title Dollar limitations (max) Order Ceiling 3,000 BPA ceiling 150,000 Contracting Officer 150,000

Total orders under this agreement may not exceed $150,000.00. Any order exceeding the Ordering Official’s delegated authority, or not authorized by an Ordering Official will be at the vendor’s risk of loss. Direction for any task accepted by the contractor is the responsibility of the Contracting Officer.

PRICES/COSTS

The supplier shall furnish these services at prices which are at least as low as prices charged to the supplier’s most favored commercial client for comparable quantities under similar terms and conditions, in addition to any discounts for prompt payment. Unless specifically exempted, the prices quoted shall include Federal, State and local taxes.

This is a firm-fixed price contract, which requires prices to be agreed at time of order. In case of any discrepancy, Contractor shall contact the Ordering Official and verify the contract price before starting the work. The contractor may not incur expenses in excess of the contract amount without the concurrence and approval of the Contracting Officer. Contractors will provide the Fee Schedule and Service Area form for each year and each period the contract is extended. The form is provided to Ordering Officials for ordering information.

DELIVERY OF SERVICES/PRODUCTS

Required documents shall be delivered via email (or mail) with a copy of the invoice and Call Order to the RD ordering official within 30 days of case completion. Unless otherwise directed, send deliverables and invoices to the Ordering Official listed per order.

INSPECTION AND ACCEPTANCE

• Services shall be accepted after case completion and receipt of documentation.

• Acceptance will be forwarded with invoice documents for payment processing.

INVOICES AND PAYMENT:

Contractor will hold statements for all costs until after delivery of the deed and certification of title to purchaser and the report of sale to the Ordering Official. Invoices shall include fees charged and itemized reimbursable costs.

• Payment cannot be completed prior to acceptance of work.

• Invoices must be complete, and detail each order.

• Improper invoices will be returned to contractor for revision.

• Payment Terms are Net 30.

CONTRACT TERMS

• This agreement, any amendments thereto, contract clauses (as amended), the PWS and applicable laws and ordinances apply to any order accepted hereunder.

• Orders accepted by performance or in writing become a firm-fixed-price contract.

• Changes to any terms or requirements will be documented in writing after approval of the

Contracting Officer.

• Copies of any changes will be provided for record.

• If there are any questions regarding terms, contact the Contracting Officer.

ATTACHMENTS

• Performance Work Statement (PWS)

• 2015 Attorney Fee Schedule and Service Area

• Attorney Order/Acceptance Ticket

• List of Ordering Officials

• Contract Clauses

RD IN PERFORMANCE WORK STATEMENT (PWS) – ATTORNEY SERVICES

PERFORMANCE STANDARDS

All litigation, enforcement, and collection actions on the part of the contractor shall be in compliance and consistent with all Federal, State, and local statutes, regulations and ethical standards, which apply to the liquidation of loan security and collections of debts. These include but are not limited to:

The Privacy Act of 1974, as amended (5 U.S.C. 552a) The Fair Debt Collection Practice Act (15 U.S.C. 1692 et seq) The Debt Collection Act of 1982, as amended (PL 97-365)

These statutes and standards listed above, as well as other applicable Federal and State laws and regulations pertaining to the Government as a whole are incorporated by reference into this Performance Work Statement and are considered a part of the contract. Violation of applicable law, regulation or ethical standards shall be cause for termination of any contract for default.

DESCRIPTION OF SERVICES AND PERFORMANCE REQUIREMENTS

DOCUMENTATION TO BE PROVIDED

Rural Development will either provide the following documents, or include as requirements in the task order:

Affidavit of Non-Military, Affidavit of Amount Required to Redeem Property, Affidavit of Publication, Affidavit of Posting, and Record(s) of subsequent mortgage or lien.

Attorney will provide Sheriff’s Deed, Affidavit of Sale by Sheriff, Notice of Mortgage Foreclosure Sale, and any other applicable affidavit or record.

FORECLOSURE SERVICES

(a) Within fifteen (15) working days after assignment of a foreclosure case, commence legal action to foreclose the mortgage and bring the security property to public sale in the minimum time permitted by Indiana State law. Coordinate work with Rural Development’s Foreclosure Staff at the Centralized Servicing Center in St. Louis, Missouri (CSC), or with State Office Staff.

(b) Foreclosure notice: If RD has not conducted notification within 30 days prior to the date of the sale, attorney shall confer with RD and conduct notice and posting actions.

(c) All foreclosure sales will be subject to any outstanding prior liens including real estate taxes and assessments. Review the foreclosure title work to determine if junior liens are present. Notify all junior lienholders in writing via certified mail of the foreclosure sale.

(d) As soon as the foreclosure sale date and location are determined, notify the Ordering Official. The location of the sale should be determined in accordance with state law. THE ORDERING OFFICIAL will provide RD’s bid and notify the contractor at least 48 hours prior to the sale.

(e) Enter the bid on behalf of Rural Development when no other party has entered a bid or at the point in the bidding necessary to prevent the security property from being sold for less than Rural Development's bid amount.

(f) Within 30 days after the foreclosure sale, provide the Ordering Official certification and supporting documentation that the foreclosure was completed in accordance with Indiana State law.

http://www.gpo.gov/fdsys/pkg/USCODE-2010-title5/html/USCODE-2010-title5-partI-chap5-subchapII-sec552a.htm http://www.ftc.gov/bcp/edu/pubs/consumer/credit/cre27.pdf http://thomas.loc.gov/cgi-bin/bdquery/z?d097:H.R.4613:

(g) For property acquired by the Government, if any title defect is later discovered which resulted from any error or omission on the part of the contractor, correct the defect without additional cost to the Government.

(h) The contractor will not be responsible for any title defect that may have existed prior to the creation of USDA’s Rural Development’s lien or failure to obtain a valid lien prior to assignment to the contractor.

(i) A foreclosure is deemed to be completed under this contract:

(1) If USDA was the purchaser, when the recorded deed and a final report on the foreclosure and certification of clear title is provided to USDA by the contractor, or

(2) If the purchaser was other than USDA, the deed has been delivered to the purchaser and the proceeds from the sale and reports on the sale, including names and address of the purchaser, have been provided to USDA by the contractor.

ABANDONMENT AND ACCELERATED REDEMPTION PERIOD

Upon presumption of abandonment attorney shall act to accelerate the redemption period to the minimum time allowed. If actions to enable presumption of abandonment are not accomplished prior to the start of foreclosure proceedings, attorney shall confer with RD to complete acceleration requirements as soon as possible. Actions taken should be included with the foreclosure invoice.

DISPOSITION OF SURPLUS FUNDS

Per state law, surplus money after satisfying the mortgage shall be paid over upon demand unless a claim is filed to satisfy a subsequent mortgage or lien. Attorney shall immediately file for return of any funds held.

EVICTION SERVICES

Once the redemption period following a foreclosure action has expired, Rural Development may require assistance with evicting the ex-borrower from the premises. This may include:

(j) Working with the appropriate State and Local Agencies or Courts in filing the necessary legal documentation to obtain a Court Order of Eviction.

(k) Coordinating these efforts with the appropriate law enforcement agency and scheduling a date for the eviction. The law enforcement agency must be present during the eviction to monitor the process and ensure the safety of the RD employees attending the eviction and those assisting in the move.

(l) USDA Rural Development will contract for the moving services needed to remove the ex-borrower’s belongings from the house. A representative from the USDA Rural Development will be present during the eviction to monitor the progress.

FOLLOW-ON SERVICES

Follow-up services (cases resumed after bankruptcy or evictions) may be requested but are considered additional, separate tasks, and must be approved prior to acceptance by the Contractor. It is the Contractor’s responsibility to confirm that services are approved prior to performing the work.

PERSONNEL MANAGEMENT

Contractor is required to supervise and manage employees, including monitoring hours billed for all services provided. Employees and attorneys assigned should be made aware of applicable contract terms. The Service Contract Act may apply.

RECORDS OF CONTRACTOR ACTIVITY

The Contractor shall maintain records of all activities of cases in a manner which accurately describes the contractor’s efforts, and make those records available for inspections by USDA, Rural Development, its department counsel or government auditing agency(ies) upon request.

PROCEEDS FROM LEGAL ACTIONS

Request that payment of any amount due USDA, Rural Development through foreclosure under this contract shall be payable to “USDA, Rural Development” and sent to the contractor for delivery to the Ordering Official.

If payments are made payable to the Attorney, endorse the payment to “USDA Rural Development” before remitting to the Ordering Official. No deduction for payments that are due the contractor shall be deducted from the endorsed payment.

Send or deliver all such payments to the Ordering Official within one business day after receipt. Delays in remitting payments to USDA will be considered a breach of contract and cause for termination of the contract for default.

APPROVAL OF DOCUMENTS

RD forms will be used unless other formats are approved. Within 3 business days after award of the agreement, or any situation requiring a new document, provide to RD document formats proposed for use in each of the actions outlined in “Description of Services” section for review by the Office of General Counsel (OGC), if applicable. Make any changes in the formats deemed necessary by OGC prior to use with assigned cases.

LEGAL CONSULTATION

RD will contact the field staff of OGC for any legal consultation necessary in connection with cases assigned under this contract. The Regional Attorney primary contact is:

9240 Troost Avenue Beacon Facility-Mail Stop 1401 Kansas City, MO 64131-3055

CASES PENDING AT AGREEMENT EXPIRATION

Cases which have been assigned to contractor prior to expiration date of this agreement shall be completed within the terms and conditions of the contract, unless terminated by the Contracting Officer.

RETURN OF CASES TO USDA, RURAL DEVELOPMENT AND EFFECT ON PRICE

(a) USDA, Rural Development reserves the right to reclaim a case for any reason including but not limited to instances when, in the judgment of the CO, the case is not being handled satisfactorily by the contractor.

(b) Mailing or delivering “return” case files along with all pleadings and other documents filed by the contractor and the borrowers, and pertinent record of contractor activities to the COR when directed in writing by the CO.

(c) Upon written request to the CO for returned cases, the contractor shall request payments for any amounts actually expended prior to the stop work order. This includes allowable reimbursable costs and proration of fees due.

(d) The contractor shall have no claim against the Government for any action taken by USDA, OGC or a U.S.

Attorney subsequent to return of the case. This is the case even though that action may eliminate the fee to which the contractor may have been entitled. The return of the case shall not waive the contractor’s liability under the provisions of this contractor or impair the Government’s right to terminate the contract for convenience or default.

BILLING/INVOICING

Contractor will hold statements for all costs, until after delivery of the deed and certification of title to purchaser the report of sale and documentation of post-foreclosure actions to the Ordering Official. Invoices shall include the accepted fee for services, and itemized reimbursable costs, INCLUDING TITLE SEARCH. RD will not reimburse above the amount of the order or BPA ceiling.

PERFORMANCE STANDARDS SUMMARY

(a) The table below summarizes the performance requirements described in the preceding sections.

Item No. Required Service Standard

1 Foreclosure and eviction services

Cases are processed expeditiously and completely, according to contract requirements

Overall responsiveness

Contractor responds adequately to RD inquiries and requests, and works proactively with various Rural Development offices to resolve issues.

3 Billing and invoicing Invoices are processed accurately according to contract requirements

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

This Quality Assurance Surveillance Plan has been developed pursuant to the requirements of the Performance Work Statement associated with this contract. The QASP sets forth guidelines that will be used in evaluating the technical performance of the Contractor/Export. The procedures set forth in the QASP are not contractually binding on the Government (USDA) or the Contractor.

(a) Roles and Responsibilities of Government Officials

(1) The Contracting Officer (CO) has overall responsibility for monitoring Contractor performance in the areas of contract compliance, contract administration, and cost control.

(2) If required, a Contracting Officer’s Representative (COR) will be assigned in writing per task, with a copy provided to the Contractor. The COR would be assigned in cases where a liaison between the Government customer and the Contracting Officer (CO) may be required. The COR would perform specific advisory and surveillance tasks as required by the CO.

(3) The customer/requestor is responsible for acceptance of services, and for invoice certification, unless these tasks are assigned to the COR.

(b) Primary Method of Surveillance

(1) The Government will monitor performance through direct, documented observations of the Contractor’s performance, where appropriate; discussions with the Contractor and, review of reports and other documents required by the contract. Any complaints received will be discussed with the Contractor.

(2) The COR may recommend appropriate administrative actions to the Contracting Officer when performance is less than satisfactory.

CONTRACT ADMINISTRATION

DESIGNATION OF CONTRACTING OFFICER (CO)

The Contracting Officer designated for this requirement is

Charles Banks, Contract Specialist USDA Rural Development 1303 SW First American Pl., Ste 100 Topeka, KS 66604 Phone: (785) 271-2706 Email: charles.banks@ks.usda.gov

The Administrative Contracting Officer designated for this requirement is

Jean Arvin, Purchasing Agent USDA Rural Development 5975 Lakeside Blvd.

Indianapolis, IN 46278

Phone: (317) 295-5766 Fax (855) 541-9018 Email: jean.arvin@in.usda.gov

The CO is the only person authorized to approve changes to any of the requirements under this contract, and notwithstanding any provision contained elsewhere in this contract the said authority remains solely with the Contracting Officer. In the event the contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in charges incurred as a result thereof.

DESIGNATION OF CONTRACTING OFFICER'S REPRESENTATIVE

A Contracting Officer's Representative (COR) may be designated in writing for specific tasks. The contractor will be notified by letter, or form, of the name and duties of the COR, if applicable.

SUBMISSION OF INVOICES/PAYMENTS

Payment will be made upon work completion and acceptance of work by the COR or other authorized RD representative, and submission of a proper invoice. Invoices shall be submitted with the Task Order/Referral Letter with signed Contractor’s Completion Statement, and with documentation of expenses.

Invoices must contain the following information:

(1) Name and Address of the Contractor

(2) Agreement/Contract (Purchase Order) number, and Ordering Official identification

(3) Invoice number and date

(4) Description of services-dates, items, unit and extended prices (include borrower number or address)

(5) Delivery and payment terms, if any (Prompt payment terms apply per the agreement, not the invoice)

(6) Contact information for processing questions

2015 ATTORNEY FEE SCHEDULE AND SERVICE AREAS

EFFECTIVE APRIL 6, 2015 THROUGH APRIL 5, 2016

ATTORNEY: BPA: AG-5241-B-15-0___

COUNTIES SERVICED: Check blocks below, if applicable.

__ All IN

OR

List Counties by Group above applicable prices

Title/Records Search/Foreclosure File Set-Up

Complaint $ $

Abandonment Notice/Posting/Perfecting Service $ $

Obtaining Judgment $ $

Settlement Conference Motion for Summary Judgment

Processing Sheriff Sale $ $

Additional Fees for Protection of Government Interest (Details) $ $

Comments:

Send orders to (Name /Email/Phone):

Signature: _______________

2015 BPA LIST OF ORDERING OFFICIALS

Changes in this list will be provided by the Contracting Officer.

USDA Centralized Service Center Email is firstname.lastname@stl.usda.gov, unless listed otherwise

USDA Rural Development 4300 Goodfellow Blvd Bldg. 105, FC-215 St. Louis, MO 63120-1703 Mark Schwarz Mark.schwarz@stl.usda.gov

(314) 457-5454

CSC Foreclosure Processing Unit Sue Starko x5411

Post-Foreclosure Unit Cassie Randolph x5507

Invoice Processing Unit Herman Semiday x5429

Indiana RD State Office

USDA Rural Development 5975 Lakeside Blvd.

Indianapolis, IN 46278 Vince Maloney vincent.maloney@in.usda.gov

(317) 295-5774 mailto:firstname.lastname@stl.usda.gov

2015 ATTORNEY SERVICES BPA CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

(i) Payment.

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

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

(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 FAR 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 Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.

1341), the following shall govern:

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

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

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

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

(End of Clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JUL 2014) (IAW FAR 12.301(b) (4))

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

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

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

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

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004)(Public Laws 108-77 and 108-78 (19 https://www.acquisition.gov/

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:

[Contracting Officer check as appropriate.] __ __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate I (Oct 1995)(41 U.S.C. 4704 and 10 U.S.C. 2402).

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

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

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

(5) [Reserved] __ __ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ __ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__X __ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Aug 2013) (31 U.S.C. 6101 note).

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

__ __ 10) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

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

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

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

__ __ (14) (ii) Alternate I (Nov 2011).

__ __ (14) (iii) Alternate II (Nov 2011).

__ __ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003)(15 U.S.C. 644).

__ __ (15) (ii) Alternate I (Oct 1995) of 52.219-7.

__ __ (15) (iii) Alternate II (Mar 2004) of 52.219-7.

__ __ (16) 52.219-8, Utilization of Small Business Concerns (May 2014) (15 U.S.C. 637(d)(2) and (3)).

__ __ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jul 2013)(15 U.S.C. 637(d)(4)).

__ __ (17) (ii) Alternate I (Oct 2001) of 52.219-9.

__ __ (17) (iii) Alternate II (Oct 2001) of 52.219-9.

__ __ (17) (iv) Alternate III (Jul 2010) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Nov 2011)(15 U.S.C. 637(a)(14)).

__ __ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ __ (21) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008)(10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ __ (22) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Jul 2013)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ __ (23) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ __ (24) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011)(15 U.S.C. 657 f).

__ __ (25) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

32(a)(2)).

__ __ (26) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (1 U.S.C. 637(m)).

__ __ (27) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

__X __ (28) 52.222-3, Convict Labor (June 2003)(E.O. 11755).

__ __ (29) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014)(E.O. 13126).

__ __ (30) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

__ __ (31) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

__X __ (32) 52.222-35, Equal Opportunity for Veterans (Jul 2014)(38 U.S.C. 4212).

__ __ (33) 52.222-36, Equal Opportunity For Workers with Disabilities (Jul 2014)(29 U.S.C. 793).

__X __ (34) 52.222-37, Employment Reports on Veterans (Jul 2014)(38 U.S.C. 4212).

__ __ (35) 52.222-40, Notification of Employee Rights Under the National Labor relations Act (Dec 2010) E.O. 13496).

__ __ (36) 52.222-54, Employment Eligibility Verification (Aug 2013). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ __ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008)(42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ _ (37) (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

____ (38) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

____ (38) (ii) Alternate I (Jun 2014) of 52.223-13.

____ (39) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

____ (39) (ii) Alternate I (Jun 2014) of 52.223-14.

__ __ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42.U.S.C. 8259b).

__ __ (41) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Jun 2014) (E.O.s 13423 and 13514).

__ _ (41) (ii) Alternate I (Jun 2014) of 52.223-16.

__ __ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011).

__ __ (43) 52.225-1, Buy American--Supplies (May 2014)(41 U.S.C. chapter 83).

__ __ (44) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112- 43).

__ _ (44) (ii) Alternate I (May 2014) of 52.225-3.

__ _ (44) (iii) Alternate II (May 2014) of 52.225-3.

__ _ (44) (iv) Alternate III (May 2014) of 52.225-3.

__ __ (45) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ __ (46) 52.225-13, Restriction on Certain Foreign Purchases (Jun 2008)(E.O.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of Treasury).

__ __ (47) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C.

2302 Note).

__ __ (48) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007)(42 U.S.C. 5150).

__ __ (49) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007)(42 U.S.C. 5150).

__ __ (50) 52.232-29, Terms for financing of Purchases of Commercial Items (Feb 2002)(41 U.S.C. 4505, 10 U.S.C. 2307(f)).

__ __ (51) 52.232-30, Installment Payments for Commercial Items (Oct 1995)(41 U.S.C. 4505, 10 U.S.C.

2307(f)).

__ __ (52) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013)(31.U.S.C. 3332).

__ __ (53) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013)(31.U.S.C. 3332).

__ __ (54) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

__ __ (55) 52.239-1, Privacy or Security Safeguards (Aug 1996)(5 U.S.C. 552a).

__ __ (56) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ _ (56) (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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:

[Contracting Officer check as appropriate.]

__ __ (1) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

__ __ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ __ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (Multiple Year and Option Contracts) (May 2014)(29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ __ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards - Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ __ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to…