AG-645S-S-15-0002_(3).pdf

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United States Department of Agriculture (USDA) Farm Service Agency (FSA)

Kansas City Commodity Office (KCCO)

Online Agricultural Commodity Futures Information, Market News, and Support

Solicitation Number: AG-645S-S-15-0002 Issue Date: June 01, 2015

FOR SOLICITATION INFORMATION:

Sheryl Welch

(816) 926-6108 sheryl.welch@kcc.usda.gov

PROPOSAL DUE DATE/LOCAL TIME: June 22, 2015 12:30 PM CST mailto:brantt.lindsey@kcc.usda.gov

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Table of Contents

Section A Solicitation/Contract Form

SF-1449

Section B Supplies or Services and Prices/Costs B.1 Contract Type B.2 Pricing

Section C Description/Specifications/Statement of Work C.1 Background C.2 Statement of Work

Section D Reserved Section E Inspection and Acceptance

E.1 FAR 52.212-4 – Contract Terms and Conditions Section F Deliverables / Performance

F.1 Deliverables F.2 Period of Performance

Section G Contract Administration Data G.1 Invoicing G.2 Payment

Section H Special Contract Requirements Section I Contract Clauses

I.1 FAR Clauses I.1 AGAR Clauses

Section J (Reserved) ……………………………………………………………………………………………………….32 Section K Representations, Certifications, and other Statements of Offerors or

Respondents…………………………………………………………………………………………………….33 Section L Instructions, Conditions, and Notices to Offerors or Respondents

L.1 Communication L.2 Type of Award L.3 Competition Parameters L.4 Notice of Exceptions to Solicitation Requirements L.5 General Instructions L.6 Proposal Content L.7 Technical Proposal L.8 Price Proposal L.9 FAR 52.212-1 Instructions to Offerors

Section M Evaluation Factors for Award M.1 FAR 52.212-2 Evaluation M.2 General M.3 Evaluation Factors M.4 Evaluation Process

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A Solicitation / Contract Form

A.1 SF 1449

A.2 Department / Agency

A.2.1 United States Department of Agriculture (USDA) Farm Service Agency (FSA)

Kansas City Commodity Office (KCCO)

A.3 Contracting Officer (CO)/ Contract Specialist

A.3.1 Contract Specialist Sheryl Welch, email: Sheryl.Welch@kcc.usda.gov Phone: 816-926-6108

A.3.1.2 Contracting Officer

Brantt Lindsey, email: brantt.lindsey@kcc.usda.gov Phone: 816-926-1541

A.4 Program Office / Contracting Officer’s Representative (COR)

A.4.1 Program Office

A.4.1.1 Farm Service Agency Kansas City Commodity Office

A.4.2 Contracting Officer’s Representative (COR)

A.4.2.1 The Contracting Officer’s Representative (COR) should be contacted only after award.

A.4.2.2 Linda Bolton

Email: Linda.Bolton@kcc.usda.gov Phone: 816-926-2851

END OF SECTION

mailto:Sheryl.Welch@kcc.usda.gov mailto:brantt.lindsey@kcc.usda.gov mailto:Linda.Bolton@kcc.usda.gov

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B Supplies or Services and Prices/Costs

B.1 Contract Type

B.1.1 Purchase Order

B.1.2 Terms under this Purchase Order will be established as firm fixed price

B.2 Pricing

B.2.1 The total firm fixed price for this award is $ _________

B.2.2 Not-to-exceed (NTE) amounts per base and option periods are:

B.2.2.1 Base Period: $ _________

B.2.2.2 Option Period 1: $ _________

B.2.2.3 Option Period 2: $ _________

B.2.2.4 Option Period 3: $ _________

B.2.2.5 Option Period 4: $ _________

B.2.3 Yearly and monthly costs associated with NTE pricing shall not change due to vendor costs. However, the number of users (C.2.2) within the Kansas City Commodity Office can increase or decrease throughout the period of performance of this award. Pricing will be modified accordingly.

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C Description/Specifications/Statement of Work

C.1 Background

C.1.1 The United States Department of Agriculture (USDA) Farm Service Agency’s (FSA) Kansas City Commodity Office (KCCO) performs a broad range of agricultural related responsibilities in support of the Agriculture Act of 2014 (Farm Bill). Responsibilities include the acquisition and disposal of commodities farmers pledged as collateral for marketing assistance loans, such as, wheat, corn, soybeans, oilseeds, cotton, peanuts, and other commodities, as well as, the management and regular analysis of the location, condition, and quantity of Commodity Credit Corporation (CCC) Commodities inventories.

To support this activity, KCCO established Posted County Prices (PCP) (calculated commodity value for each commodity in each county throughout the U.S.) to calculate commodity loan deficiency payments, commodity marketing assistance loan rates, and commodity marketing assistance loan repayments values for use by farmers participating in the loan programs at their local county FSA Service Center office. The resources needed for this support include:

agricultural commodity futures prices, agricultural news, and daily cash grain price information.

C.2 Statement of Work

C.2.1 Kansas City Commodity Office has a requirement to include:

C.2.1.1 Internet based agricultural commodity futures quotes from Chicago Board of Trade (CBOT) (9 users); Minneapolis Grain Exchange (MGE) (9 users), Delayed Future Quotes (7 users), Delayed New York Mercantile Exchange (NYMEX) (1 user), Delayed COMEX Exchange Fee (1 user), Historical Cash Grain Bids for (1 user). The number of users may increase or decrease throughout the period of performance of the award.

C.2.1.2 A daily Excel 2010 file of cash grain spot prices from a minimum of 2,000 grain elevators (grain storage facilities) throughout the U.S. to be emailed to KCCO email account (ug-mokansasc2-DTNPrices) by 6:00 pm CST (Monday through Friday). Cash grain spot prices collected are for those commodities traded at each elevator, such as corn, sorghum, soybeans, wheat (various classes), barley, oats, oilseeds and pulses. This file should include the following information for each location: elevator ID, city, state, zip code, date of bid, commodity ID, and commodity bid (Spot= Current). The subject line of the email shall read: USDA Grain Daily. The attached Excel 2010 file name shall be USDA.

C.2.1.3 The contractor shall provide daily (Monday through Friday / 6:00 am CST) agricultural market news via email to (Cynthia.boatwright@kcc.usda.gov) including at a minimum how the market is expected to begin (open) with related agricultural news, periodic agricultural news updates throughout the day, and mailto:Cynthia.boatwright@kcc.usda.gov

pg. 6 market prices at the end of the day’s trade (closes) with related agricultural news (market summary).

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D Reserved

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E Inspection and acceptance

E.1 In accordance with FAR 52.212-4 – Contract Terms and Conditions – Commercial Items, paragraph (a) Inspection/Acceptance the Government initial inspection will be performed by the Kansas City Commodity Office Contracting Officer’s Representative specified under Section A.

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F Deliverables and Performance

F.1 Deliverables

Deliverable Description Frequency

1. CBOT Exchange Fee Retrievable Daily Via

Website

2. MGE Exchange Fee Retrievable Daily Via

Website

3. Delayed COMEX

Exchange Fee Retrievable Daily Via Website

4. Delayed Futures Quotes

Retrievable Daily Via Website

5. Delayed NYMEX Exchange Fee

Retrievable Daily Via Website

6. Historical Cash Grain Bids

Received once daily via email by 6:00 pm CST

7. PX Internet Client Retrievable Daily Via Website

8. PX PRO Internet Client CM

Retrievable Daily Via Website (Monday through Friday)

9. Agricultural Market News

Daily received via email by 6:00 am CST

10. Email (Subject Line USDA Grain Daily with Excel 2010 Attachment Named

USDA

Daily received via email (Monday through Friday)

F.2 Period of Performance

F.2.1 The period of performance for this award is one (1) eight-month base period and four (4) one-year option periods. Individual time periods are as follows:

F.2.1.1 Base Period: 08/01/2015-03/31/2016

F.2.1.2 Option Period 1: 04/01/2016-03/31/2017

F.2.1.3 Option Period 2: 04/01/2017-03/31/2018

F.2.1.4 Option Period 3: 04/01/2018-03/31/2019

F.2.1.5 Option Period 4: 04/01/2019-03/31/2020

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G Contract Administration Data

G.1 Invoicing

G.1.1 Invoices shall be submitted via email monthly to the Contracting Officer’s Representative.

G.1.2 Invoicing will be provided in arrears.

G.1.3 Invoices will be subject to Contracting Officer inspection methods. If performance does not meet performance as described in Section C or it fails to meet deliverables in Section F, invoices may be rejected.

G.2 Payment

G.2.1 Payment for this award will be paid in arrears.

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H Special Contract Requirements

H.1 Accuracy of Information

H.1.1 Information and data provided shall be accurate and identifiable. The Contracting Officer’s Representative may inspect data accuracy.

H.2 Restrictions Against Disclosure, Confidentiality, and Conflicts of Interest

H.2.1 AGAR 452.237-75 – Restrictions against Disclosure (Feb 1988)

A. The Contractor agrees, in the performance of this contract, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor’s possession, to those employees needing such information to perform the work provided herein, i.e., on a “need to know” basis. The Contractor agrees to immediately notify, in writing, the Contracting Officer, named herein, in the event that the Contractor determines or has reason to suspect a breach of this requirement.

B. The Contractor agrees not to disclose any information concerning the work under this contract to any persons or individual, unless prior written approval is obtained from the Contracting Office. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

(End of Clause)

H.3 AGAR 452.224-70 Confidentiality of Information (Feb 1988)

(a) Confidential information, as used in this clause, means - -

(1) information or data of a personal nature, proprietary about an individual, or (2) information or data submitted by or pertaining to an organization.

(b) In addition to the types of confidential information described in (a)(1) and (2) above, information which might require special consideration with regard to the timing of its disclosure may derive from studies or research, during which public disclosure of primarily invalidated findings could create an erroneous conclusion which might threaten public health or safety if acted upon.

(c) The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the

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Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the Contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract.

(d) If it is established that information to be utilized under this contract is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to the subject to the Privacy Act.

(e) Confidential information, as defined in (a)(1) and (2) above, shall not be disclosed without the prior written consent of the individual, institution or organization.

(f) Written advance notice of at least 45 days will be provided to the Contracting officer of the Contractor’s intent to release findings of studies or research, which have the possibility of adverse effects on the public or the Federal agency, as described in (b) above. If the Contracting Officer does not pose any objections in writing within the 45 day period, the contractor may proceed with disclosure.

(g) Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor shall obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.

(h) The provisions of paragraph € of this clause shall not apply when the information is subject to conflicting or overlapping provisions in other Federal, State, or local laws.

(End of Clause)

H.4 FAR 52.227-17 – Rights in Data – Special Works (Dec 2007)

(a) Definitions. As used in this clause –

“Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

“Unlimited rights” means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of Rights

(1) The Government shall have-

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(i) Unlimited rights in all data delivered under this contract, and in all data first produced in the performance of this contract, except as provided in paragraph (c) of this clause.

(ii) The right to limit assertion of copyright in data first produced in the performance of this contract, and to obtain assignment of copyright in that data, in accordance with paragraph (c)(1) of this clause.

(iii) The right to limit the release and use of certain data in accordance with paragraph (d) of this clause.

(2) The Contractor shall have, to the extent permission is granted in accordance with paragraph (c)(1) of this clause, the right to assert claim to copyright subsisting in data first produced in the performance of this contract.

(c) Copyright-

(1) Data first produced in the performance of this contract.

(i) The Contractor shall not assert or authorize others to assert any claim to copyright subsisting in any data first produced in the performance of this contract without prior written permission of the Contracting Officer. When copyright is asserted, the Contractor shall affix the appropriate copyright notice of 17 U.S.C. 401 or 402 and acknowledgement of Government sponsorship (including contract number) to the data when delivered to the Government, as well as when the data are published or deposited for registration as published work in the U.S. Copyright Office. The contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license for all delivered data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government.

(ii) If the Government desires to obtain copyright in data first produced in the performance of this contract and permission has not been granted as set forth in paragraph (c)(1)(i) of this clause, the Contracting Officer shall direct the Contractor to assign (with or without registration), or obtain the assignment of, the copyright to the Government or its designated assignee.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract and that contain the copyright notice of 17 U.S.C. 401 or 402, unless the Contractor identifies such data and grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause.

(d) Release and use restrictions. Except as otherwise specifically provided for in this contract, the Contractor shall not use, release, reproduce, distribute, or publish any data first produced in the performance of this contract, nor authorize others to do so, without written permission of the Contracting Officer.

(e) Indemnity. The Contractor shall indemnify the Government and its officers, agents, and employees acting for the Government against any liability, including costs and

pg. 14 expenses, incurred as the result of the violation of trade secrets, copyrights, or right of privacy or publicity, arising out of the creating, delivery, publication, or use of any data furnished under this contract; or any libelous or other unlawful matter contained in such data. The provisions of this paragraph do not apply unless the Government provides notice to the Contractor as soon as practicable of any claim or suit, affords the Contractor an opportunity under applicable laws, rules, or regulations to participate in the defense of the claim or suit, and obtains the Contractor’s consent to the settlement of any claim or suit other than as required by final decree of a court of competent jurisdiction; and these provisions do not apply to material furnished to the Contractor by the Government and incorporated in data to which this clause applies.

(End of Clause)

H.5 Organizational Conflicts of Interest

H.5.1 A. The Contractor warrants that, to the best of the Contractor’s knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

B. The Contractor agrees that if an actual or potential organization conflict of interest is discovered after award, the Contractor will make a full disclosure, in writing, to the Contracting Officer. This disclosure shall include a description on actions which the Contractor has taken or proposes to take, after consultation with the contracting Officer, or pursue such other remedies as may be permitted by law or on this contract.

D. The contractor further agrees to insert provisions which shall conform substantially to the language of this clause, including this paragraph (4), in any subcontract or consultant agreement hereunder.

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H.6 SECTION 508 - ACCESSIBILITY OF ELECTRONIC AND INFORMATION

TECHNOLOGY

(a) If this requirement is subject to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C.

794d) as amended by the workforce Investment Act of 1998 (P.L. 105-220). Specifically, subsection 508(a)(1) requires that when the Federal Government procures Electronic and Information Technology (EIT), the EIT must allow Federal employees and individuals of the public with disabilities comparable access to and use of information and data that is provided to Federal employees and individuals of the public without disabilities.

(b) The EIT accessibility standards at 36 CFR Part 1194 were developed by the Architectural and Transportation Barriers Compliance Board ("Access Board") and apply to contracts and task/delivery orders, awarded under indefinite quantity contracts on or after June 25, 2001.

(c) Each Electronic and Information Technology (EIT) product or service furnished under this contract shall comply with the Electronic and Information Technology Accessibility Standards (36 CFR 1194), as specified in the contract, as a minimum. If the Contracting Officer determines any furnished product or service is not in compliance with the contract, the Contracting Officer will promptly inform the Contractor in writing. The Contractor shall, without charge to the Government, repair or replace the non-compliant products or services within the period of time to be specified by the Government in writing. If such repair or replacement is not completed within the time specified, the Government shall have the following recourses:

1. Cancellation of the contract, delivery or task order, purchase or line item without termination liabilities; or

2. In the case of custom Electronic and Information Technology (EIT) being developed by a contractor for the Government, the Government shall have the right to have any necessary changes made or repairs performed by itself or by another firm for the noncompliant EIT, with the contractor liable for reimbursement to the Government for any expenses incurred thereby.

(d) The contractor must ensure that all EIT products that are less than fully compliant with the accessibility standards are provided pursuant to extensive market research and are the most current compliant products or services available to satisfy the contract requirements.

(e) For every EIT product or service accepted under this contact by the Government that does not comply with 36 CFR 1194, the contractor shall, at the discretion of the Government, make every effort to replace or upgrade it with a compliant equivalent product or service, if commercially available and cost neutral, on either a contract specified refresh cycle for the product or service, or on a contract effective option/renewal date; whichever shall occur first.

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Section 508 Compliance for Communications

Offeror shall comply with the standards, policies, and procedures below. In the event of conflicts between the referenced documents and this SOW, PWS, or TO, the SOW, PWS, or TO shall take precedence.

Rehabilitation Act, Section 508 Accessibility Standards

1. 29 U.S.C. 794d (Rehabilitation Act as amended)

2. 36 CFR 1194 (508 Standards)

3. www.access-board.gov/sec508/508standards.htm (508 standards)

4. FAR 39.2 (Section 508)

5. USDA Standards, policies and procedures (Section 508)

In addition, all contract deliverables are subject to these 508 standards as applicable.

Regardless of format, all Web content or communications materials produced, including text, audio or video - must conform to applicable Section 508 standards to allow federal employees and members of the public with disabilities to access information that is comparable to information provided to persons without disabilities. All contractors (including subcontractors) or consultants responsible for preparing or posting content must comply with applicable Section 508 accessibility standards, and where applicable, those set forth in the referenced policy or standards documents above. Remediation of any materials that do not comply with the applicable provisions of 36 CFR Part 1194 as set forth in this requirement shall be the responsibility of the contractor or consultant.

The following Section 508 provisions apply to the content or communications material identified in this solicitation and award:

36 CFR Part 1194.21 a - l

36 CFR Part 1194.22 a - p

36 CFR Part 1194.31 a - f

36 CFR Part 1194.41 a – c

The contractor shall provide a completed Section 508 Product Assessment Template and the contractor shall state exactly how proposed EIT deliverable(s) meet or does not meet the applicable standards.

http://www.access-board.gov/sec508/508standards.htm%20(508

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The following Section 508 provisions apply for software development material identified in this SOW, PWS, or TO:

For software development, software applications, and operating systems the Contractor/Developer/Vendor shall comply with the standards, policies, and procedures below:

Rehabilitation Act, Section 508, Accessibility Standards

(1) 29 U.S.C. 794d (Rehabilitation Act as amended)

(2) 36 CFR 1194 (508 Standards)

36 CFR Part 1194.21 (a – l) 36 CFR Part 1194.31 (a – f) 36 CFR Part 1194.41 (a – c)

(3) www.access-board.gov/sec508/508standards.htm (508 Standards)

(4) FAR 39.2 (Section 508)

(5) USDA Standards, policies and procedures (Section 508)

a. Information Technology – General Information http://www.ocio.usda.gov/508/index.html#resources

For web-based applications (intranet, internet information and applications, 16 rules), the Contractor shall comply with the standards, policies, and procedures below:

(2) 36 CFR 1194 (508 Standards)

36 CFR Part 1194.22 (a – p) 36 CFR Part 1194.31 (a – f)

36 CFR Part 1194.41 (a – c)

(3) www.access-board.gov/sec508/508standards.htm (508 Standards)

(4) FAR 39.2 (Section 508)

(5) USDA Standards, policies and procedures (Section 508)

For Telecommunication products the Contractor shall comply with the standards, policies, and procedures below:

(2) 36 CFR 1194 (508 Standards)

36 CFR Part 1194.23 (a – k) 36 CFR Part 1194.31 (a – f)

36 CFR Part 1194.41 (a – c)

(3) www.access-board.gov/sec508/508standards.htm (508 Standards) http://www.access-board.gov/sec508/508standards.htm http://www.ocio.usda.gov/508/index.html#resources http://www.access-board.gov/sec508/508standards.htm http://www.access-board.gov/sec508/508standards.htm

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(4) FAR 39.2 (Section 508)

(5) USDA Standards, policies and procedures (Section 508)

For video and multimedia applications (including training), the Contractor shall comply with the standards, policies, and procedures below:

(2) 36 CFR 1194 (508 Standards)

36 CFR Part 1194.24 (a – e) 36 CFR Part 1194.31 (a – f)

36 CFR Part 1194.41 (a – c)

(3) www.access-board.gov/sec508/508standards.htm (508 Standards)

(4) FAR 39.2 (Section 508)

(5) USDA Standards, policies and procedures (Section 508)

For self-contained, closed products, the Contractor shall comply with the standards, policies, and procedures below:

(2) 36 CFR 1194 (508 Standards)

36 CFR Part 1194.25 (a – j) 36 CFR Part 1194.31 (a – f)

36 CFR Part 1194.41 (a – c)

(3) www.access-board.gov/sec508/508standards.htm (508 Standards)

(4) FAR 39.2 (Section 508)

(5) USDA Standards, policies and procedures (Section 508)

For Desktop and portable computers, the Contractor shall comply with the standards, policies, and procedures below:

(2) 36 CFR 1194 (508 Standards)

36 CFR Part 1194.26(a – d) 36 CFR Part 1194.31 (a – f) http://www.ocio.usda.gov/508/index.html#resources http://www.access-board.gov/sec508/508standards.htm http://www.ocio.usda.gov/508/index.html#resources

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36 CFR Part 1194.41 (a – c)

(3) www.access-board.gov/sec508/508standards.htm (508 Standards)

(4) FAR 39.2 (Section 508)

(5) USDA Standards, policies and procedures (Section 508)

All Electronic Information Technology that is subject to the 36 CFR 1194 standards will have a Section 508 acceptance test and Section 508 will be validated upon acceptance.

All maintenance for Electronic Information Technology that requires upgrades, modifications, installations and purchases will adhere to the Section 508 Standards and 36 CFR 1194.

H.7 Lack of Budgetary Authority

H.7.1 If the Government fails to provide appropriation authority for this award or if the

Government experiences a shutdown, this award may be subject to stoppage or even termination for convenience. The contracting officer will issue information to the vendor when and if information becomes available.

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I Contract Clauses

I.1 FAR Clauses

I.1.1 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (MAY 2015)

(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;

http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

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(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 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358

pg. 22 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.

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(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, http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 https://www.acquisition.gov/sites/default/files/current/far/html/FormsStandard67.html#wp1189284

pg. 24 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.

(End of clause)

I.1.2 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS-

COMMERCIAL ITEMS (MAY 2015)

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pg. 25

(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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(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 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.]

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).

__ (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 (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 (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) [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.

__ (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 2011).

__ (iii) Alternate II (Nov 2011).

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

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

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

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

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Oct 2014) (15 U.S.C. 637(d)(4)).

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

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