Attachment 2 - Chapel Music Director Clauses and Provisions.pdf

DOCUMENT NUMBER SOLICITATION NUMBER

FA485521Q0029 (Not Set)

CLAUSES INCORPORATED BY REFERENCE

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CLAUSE TITLE YEAR-

MO

SECTION

252.203-7000 Requirements Relating to Compensation of Former DoD Officials.

2011-09 SEC I

252.203-7002 Requirement to Inform Employees of Whistleblower Rights. 2013-09 SEC I

252.203-7005 Representation Relating to Compensation of Former DoD Officials.

2011-11 SEC K

252.204-7003 Control of Government Personnel Work Product. 1992-04 SEC I 252.204-7006 Billing Instructions. 2005-10 SEC G

252.204-7008 Compliance with Safeguarding Covered Defense Information Controls.

2016-10 SEC L

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting.

2019-12 SEC I

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support.

2016-05 SEC I

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services.

2021-01 SEC I

252.211-7007 Reporting of Government-Furnished Property. 2012-08 SEC I

252.215-7013 Supplies and Services Provided by Nontraditional Defense Contractors.

2018-01 SEC L

252.219-7011 Notification to Delay Performance. 1998-06 SEC I

252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials.

2014-09 SEC I

252.225-7001 Buy American and Balance of Payments Program. 2017-12 SEC I 252.225-7002 Qualifying Country Sources as Subcontractors. 2017-12 SEC I 252.225-7048 Export-Controlled Items. 2013-06 SEC I

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports.

2018-12 SEC G

252.232-7010 Levies on Contract Payments. 2006-12 SEC I

252.232-7017 Accelerating Payments to Small Business Subcontractors- Prohibition on Fees and Consideration.

2020-04 SEC I

252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel.

2013-06 SEC I

252.243-7001 Pricing of Contract Modifications. 1991-12 SEC I 252.244-7000 Subcontracts for Commercial Items. 2020-10 SEC I

252.245-7001 Tagging, Labeling, and Marking of Government-Furnished Property.

2012-04 SEC E

252.245-7002 Reporting Loss of Government Property 2021-01 SEC I 252.245-7003 Contractor Property Management System Administration 2012-04 SEC I

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

2017-01 SEC I

52.204-13 System for Award Management Maintenance. 2018-10 SEC I 52.204-16 Commercial and Government Entity Code Reporting. 2020-08 SEC L 52.204-18 Commercial and Government Entity Code Maintenance. 2020-08 SEC I

52.204-19 Incorporation by Reference of Representations and Certifications.

2014-12 SEC I

52.204-22 Alternative Line Item Proposal. 2017-01 SEC L

52.204-23 Prohibition on Contracting for Hardware, Software, and

Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

2018-07 SEC I

Prohibition on Contracting for Certain Telecommunications

52.204-25 and Video Surveillance Services or Equipment. 2020-08 SEC I 52.204-7 System for Award Management. 2018-10 SEC K

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations.

2015-11 SEC I

52.219-13 Notice of Set-Aside of Orders. 2020-03 SEC I

52.219-27 Notice of Service-Disabled Veteran-Owned Small Business Set-Aside.

2020-03 SEC I

52.219-3 Notice of HUBZone Set-Aside or Sole Source Award. 2020-03 SEC I 52.219-33 Nonmanufacturer Rule. 2020-03 SEC I 52.219-6 Notice of Total Small Business Set-Aside. 2020-11 SEC I 52.222-21 Prohibition of Segregated Facilities. 2015-04 SEC I 52.222-41 Service Contract Labor Standards. 2018-08 SEC I 52.222-50 Combating Trafficking in Persons. 2020-10 SEC I 52.222-55 Minimum Wages Under Executive Order 13658. 2020-11 SEC I 52.222-62 Paid Sick Leave Under Executive Order 13706. 2017-01 SEC I

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving.

2020-06 SEC I

52.223-19 Compliance with Environmental Management Systems. 2011-05 SEC I 52.223-5 Pollution Prevention and Right-to-Know Information. 2011-05 SEC I 52.225-13 Restrictions on Certain Foreign Purchases. 2021-02 SEC I

52.232-33 Payment by Electronic Funds Transfer-System for Award Management.

2018-10 SEC I

52.232-39 Unenforceability of Unauthorized Obligations. 2013-06 SEC I

52.232-40 Providing Accelerated Payments to Small Business Subcontractors.

2013-12 SEC I

52.233-1 ALT I Disputes. - (Alternate I) 1991-12 SEC I 52.233-3 Protest after Award. 1996-08 SEC I 52.233-4 Applicable Law for Breach of Contract Claim. 2004-10 SEC I 52.237-1 Site Visit. 1984-04 SEC L

52.237-2 Protection of Government Buildings, Equipment, and Vegetation.

1984-04 SEC I

52.243-1 ALT I Changes-Fixed-Price. - (Alternate I) 1987-08 SEC I 52.244-6 Subcontracts for Commercial Items. 2021-07 SEC I 52.245-1 Government Property. 2017-01 SEC I 52.245-1 ALT I Government Property. (Alternate I) 2012-04 SEC I 52.245-9 Use and Charges. 2012-04 SEC I 52.247-34 F.o.b. Destination. 1991-11 SEC F

52.249-4 Termination for Convenience of the Government (Services) (Short Form).

1984-04 SEC I

CLAUSES IN FULL TEXT

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CLAUSE TITLE YEAR-

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CLAUSE TEXT

52.217-5 Evaluation of Options. 1990-07

As prescribed in , insert a provision substantially the same as the following:17.208(c)

Evaluation of Options (July 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of provision)

52.222-26 Equal Opportunity. 2016-09

As prescribed in , insert the following clause:22.810(e)

Equal Opportunity (Sept 2016)

. As used in this clause.(a) Definition means any payments made to, or on behalf of, an employee or offered to an Compensation applicant as remuneration for employment, including but not limited to salary, wages, overtime pay, shift differentials, bonuses, commissions, vacation and holiday pay, allowances, insurance and other benefits, stock options and awards, profit sharing, and retirement.

means the amount and type of compensation provided to employees or Compensation information offered to applicants, including, but not limited to, the desire of the Contractor to attract and retain a particular employee for the value the employee is perceived to add to the Contractor's profit or productivity; the availability of employees with like skills in the marketplace; market research about the worth of similar jobs in the relevant marketplace; job analysis, descriptions, and evaluations; salary and pay structures; salary surveys; labor union agreements; and Contractor decisions, statements and policies related to setting or altering employee compensation.

means the fundamental job duties of the employment position an individual Essential job functions holds. A job function may be considered essential if-

The access to compensation information is necessary in order to perform that function or (1) another routinely assigned business task; or

The function or duties of the position include protecting and maintaining the privacy of (2) employee personnel records, including compensation information.

has the meaning given by the Department of Labor's Office of Federal Contract Gender identity Compliance Programs, and is found at http://www.dol.gov/ofccp/LGBT/LGBT_FAQs.html.

has the meaning given by the Department of Labor's Office of Federal Sexual orientation Contract Compliance Programs, and is found at http://www.dol.gov/ofccp/LGBT/LGBT_FAQs.html.

, means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana United States Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.

(b) If, during any 12-month period (including the 12 months preceding the award of this (1) contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with this clause, except for work performed outside the United States by employees who were not recruited within the United States.

Upon request, the Contractor shall provide information necessary to determine the applicability of this clause.

If the Contractor is a religious corporation, association, educational institution, or society, (2) the requirements of this clause do not apply with respect to the employment of individuals of a particular religion to perform work connected with the carrying on of the Contractor's activities (41 CFR 60-1.5).

(c) The Contractor shall not discriminate against any employee or applicant for employment (1) because of race, color, religion, sex, sexual orientation, gender identity, or national origin. However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by .5.41 CFR 60-1

The Contractor shall take affirmative action to ensure that applicants are employed, and (2) that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. This shall include, but not be limited to-

Employment;(i)

Upgrading;(ii)

Demotion;(iii)

Transfer;(iv)

Recruitment or recruitment advertising;(v)

Layoff or termination;(vi)

Rates of pay or other forms of compensation; and(vii)

Selection for training, including apprenticeship.(viii)

The Contractor shall post in conspicuous places available to employees and applicants for (3) employment the notices to be provided by the Contracting Officer that explain this clause.

The Contractor shall, in all solicitations or advertisements for employees placed by or on (4) behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

(5) The Contractor shall not discharge or in any other manner discriminate against any (i) employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.

This prohibition against discrimination does not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

The Contractor shall disseminate the prohibition on discrimination in paragraph (c)(5)(i) (ii) of this clause, using language prescribed by the Director of the Office of Federal Contract Compliance Programs (OFCCP), to employees and applicants by-

Incorporation into existing employee manuals or handbooks; and(A)

Electronic posting or by posting a copy of the provision in conspicuous places (B) available to employees and applicants for employment.

The Contractor shall send, to each labor union or representative of workers with which it (6) has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers' representative of the Contractor's commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment.

The Contractor shall comply with Executive Order11246, as amended, and the rules, (7) regulations, and orders of the Secretary of Labor.

The Contractor shall furnish to the contracting agency all information required by (8) Executive Order11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor.

The Contractor shall also file Standard Form100 (EEO-1), or any successor form, as prescribed in 41

-1. Unless the Contractor has filed within the 12 months preceding the date of contract CFR Part 60 award, the Contractor shall, within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms.

The Contractor shall permit access to its premises, during normal business hours, by the (9) contracting agency or the OFCCP for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to compliance with Executive Order11246, as amended, and rules and regulations that implement the Executive Order.

If the OFCCP determines that the Contractor is not in compliance with this clause or any (10) rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order11246, as amended; in the rules, regulations, and orders of the Secretary of Labor; or as otherwise provided by law.

The Contractor shall include the terms and conditions of this clause in every subcontract (11) or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor.

The Contractor shall take such action with respect to any subcontract or purchase order as (12) the Director of OFCCP may direct as a means of enforcing these terms and conditions, including sanctions for noncompliance, provided, that if the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of any direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

Notwithstanding any other clause in this contract, disputes relative to this clause will be (d) governed by the procedures in .41 CFR 60-1

(End of clause)

52.232-1 Payments. 1984-04

As prescribed in , insert the following clause, appropriately modified with respect to 32.111(a)(1) payment due date in accordance with agency regulations, in solicitations and contracts when a fixed-price supply contract, a fixed-price service contract, or a contract for nonregulated communication services is contemplated:

Payments (APR 1984)

The Government shall pay the Contractor, upon the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified in this contract, payment shall be made on partial deliveries accepted by the Government if-

The amount due on the deliveries warrants it; or(a)

The Contractor requests it and the amount due on the deliveries is at least $1,000 or 50 percent (b) of the total contract price.

(End of clause)

52.232-11 Extras. 1984-04

As prescribed in , insert the following clause, appropriately modified with respect to 32.111(c)(2) payment due dates in accordance with agency regulations, in solicitations and contracts when a fixed-price supply contract, fixed-price service contract, or transportation contract is contemplated:

Extras (APR 1984)

Except as otherwise provided in this contract, no payment for extras shall be made unless such extras and the price therefor have been authorized in writing by the Contracting Officer.

(End of clause)

52.232-25 Prompt Payment. 2017-01

As prescribed in , insert the following clause:32.908(c)

Prompt Payment (JAN 2017)

Notwithstanding any other payment clause in this contract, the Government will make invoice payments under the terms and conditions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electronic funds transfer (EFT). Definitions of pertinent terms are set forth in sections 2.101, 32.001, and 32.902 of the Federal Acquisition Regulation.

All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph (a)(4) of this clause concerning payments due on Saturdays, Sundays, and legal holidays.)

Invoice payments- (a) Due date.(1) Except as indicated in paragraphs (a)(2) and (c) of this (i) clause, the due date for making invoice payments by the designated payment office is the later of the following two events:

The 30 thday after the designated billing office receives a proper invoice from the (A) Contractor (except as provided in paragraph (a)(1)(ii) of this clause).

The 30 thday after Government acceptance of supplies delivered or services (B) performed. For a final invoice, when the payment amount is subject to contract settlement actions, acceptance is deemed to occur on the effective date of the contract settlement.

If the designated billing office fails to annotate the invoice with the actual date of (ii) receipt at the time of receipt, the invoice payment due date is the 30 thday after the date of the

Contractor’s invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

Certain food products and other payments. (2) Due dates on Contractor invoices for meat, (i) meat food products, or fish; perishable agricultural commodities; and dairy products, edible fats or oils, and food products prepared from edible fats or oils are-

For meat or meat food products, as defined in section 2(a)(3) of the Packers and (A) Stockyard Act of1921 (7 U.S.C.182(3)), and as further defined in Pub.L.98-181, including any edible fresh or frozen poultry meat, any perishable poultry meat food product, fresh eggs, and any perishable egg product, as close as possible to, but not later than, the 7 thday after product delivery.

For fresh or frozen fish, as defined in section 204(3) of the Fish and Seafood (B) Promotion Act of1986 (16 U.S.C.4003(3)), as close as possible to, but not later than, the 7 thday after product delivery.

For perishable agricultural commodities, as defined in section 1(4) of the Perishable (C) Agricultural Commodities Act of1930 (7 U.S.C.499a(4)), as close as possible to, but not later than, the 10 thday after product delivery, unless another date is specified in the contract.

For dairy products, as defined in section 111(e) of the Dairy Production Stabilization (D) Act of1983 (7 U.S.C.4502(e)), edible fats or oils, and food products prepared from edible fats or oils, as close as possible to, but not later than, the 10 thday after the date on which a proper invoice has been received. Liquid milk, cheese, certain processed cheese products, butter, yogurt, ice cream, mayonnaise, salad dressings, and other similar products, fall within this classification. Nothing in the Act limits this classification to refrigerated products. When questions arise regarding the proper classification of a specific product, prevailing industry practices will be followed in specifying a contract payment due date. The burden of proof that a classification of a specific product is, in fact, prevailing industry practice is upon the Contractor making the representation.

If the contract does not require submission of an invoice for payment ( periodic (ii) e.g., lease payments), the due date will be as specified in the contract.

. The Contractor shall prepare and submit invoices to the designated (3) Contractor's invoice billing office specified in the contract. A proper invoice must include the items listed in paragraphs (a)(3)

(i) through (a)(3)(x) of this clause. If the invoice does not comply with these requirements, the designated billing office will return it within 7 days after receipt (3 days for meat, meat food products, or fish; 5 days for perishable agricultural commodities, dairy products, edible fats or oils, and food products prepared from edible fats or oils), with the reasons why it is not a proper invoice. The Government will take into account untimely notification when computing any interest penalty owed the Contractor.

Name and address of the Contractor.(i)

Invoice date and invoice number. (The Contractor should date invoices as close as (ii) possible to the date of the mailing or transmission.)

Contract number or other authorization for supplies delivered or services performed (iii) (including order number and line item number).

Description, quantity, unit of measure, unit price, and extended price of supplies (iv) delivered or services performed.

Shipping and payment terms ( shipment number and date of shipment, discount for (v) e.g., prompt payment terms). Bill of lading number and weight of shipment will be shown for shipments on Government bills of lading.

Name and address of Contractor official to whom payment is to be sent (must be the (vi) same as that in the contract or in a proper notice of assignment).

Name (where practicable), title, phone number, and mailing address of person to notify (vii) in the event of a defective invoice.

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

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

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

If EFT banking information is not required to be on the invoice, in order for the (B) invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision ( 52.232-38, Submission of Electronic Funds e.g., Transfer Information with Offer), contract clause ( 52.232-33, Payment by Electronic Funds e.g., Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

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

Any other information or documentation required by the contract ( evidence of (x) e.g., shipment).

. The designated payment office will pay an interest penalty automatically, (4) Interest penalty without request from the Contractor, if payment is not made by the due date and the conditions listed in paragraphs (a)(4)(i) through (a)(4)(iii) of this clause are met, if applicable. However, when the due date falls on a Saturday, Sunday, or legal holiday, the designated payment office may make payment on the following working day without incurring a late payment interest penalty.

The designated billing office received a proper invoice.(i)

The Government processed a receiving report or other Government documentation (ii) authorizing payment, and there was no disagreement over quantity, quality, or Contractor compliance with any contract term or condition.

In the case of a final invoice for any balance of funds due the Contractor for supplies (iii) delivered or services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor.

. The Government will compute the interest penalty in (5) Computing penalty amount accordance with the Office of Management and Budget prompt payment regulations at .5 CFR Part 1315

For the sole purpose of computing an interest penalty that might be due the Contractor, (i) Government acceptance is deemed to occur constructively on the 7 thday (unless otherwise specified in this contract) after the Contractor delivers the supplies or performs the services in accordance with the terms and conditions of the contract, unless there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. If actual acceptance occurs within the constructive acceptance period, the Government will base the determination of an interest penalty on the actual date of acceptance. The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

The prompt payment regulations at 5 CFR1315.10(c) do not require the Government to (ii) pay interest penalties if payment delays are due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract compliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. The Government and the Contractor shall resolve claims involving disputes and any interest that may be payable in accordance with the clause at FAR 52.233-1, Disputes.

. The designated payment office will pay an interest penalty (6) Discounts for prompt payment automatically, without request from the Contractor, if the Government takes a discount for prompt payment improperly. The Government will calculate the interest penalty in accordance with the prompt payment regulations at .5 CFR Part 1315

Additional interest penalty. (7) The designated payment office will pay a penalty amount, (i) calculated in accordance with the prompt payment regulations at in addition to the 5 CFR Part 1315 interest penalty amount only if-

The Government owes an interest penalty of $1 or more;(A)

The designated payment office does not pay the interest penalty within 10 days after (B) the date the invoice amount is paid; and

The Contractor makes a written demand to the designated payment office for (C) additional penalty payment, in accordance with paragraph (a)(7)(ii) of this clause, postmarked not later than 40 days after the invoice amount is paid.

(ii) The Contractor shall support written demands for additional penalty payments with the (A) following data. The Government will not request any additional data. The Contractor shall-

Specifically assert that late payment interest is due under a specific invoice, and (1) request payment of all overdue late payment interest penalty and such additional penalty as may be required;

Attach a copy of the invoice on which the unpaid late payment interest is due; and(2)

State that payment of the principal has been received, including the date of receipt.(3)

If there is no postmark or the postmark is illegible-(B)

The designated payment office that receives the demand will annotate it with the (1) date of receipt, provided the demand is received on or before the 40th day after payment was made; or

If the designated payment office fails to make the required annotation, the (2) Government will determine the demand’s validity based on the date the Contractor has placed on the demand, provided such date is no later than the 40th day after payment was made.

The additional penalty does not apply to payments regulated by other Government (iii) regulations ( payments under utility contracts subject to tariffs and regulation).e.g., . If this contract provides for contract financing, the Government (b) Contract financing payment will make contract financing payments in accordance with the applicable contract financing clause.

. If this contract contains the clause at 52.213-1, Fast (c) Fast payment procedure due dates Payment Procedure, payments will be made within 15 days after the date of receipt of the invoice.

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

Remit the overpayment amount to the payment office cited in the contract along with a (1) description of the overpayment including the-

Circumstances of the overpayment ( , duplicate payment, erroneous payment, (i) e.g.

liquidation errors, date(s) of overpayment);

Affected contract number and delivery order number if applicable;(ii)

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

Contractor point of contact.(iv)

Provide a copy of the remittance and supporting documentation to the Contracting Officer.(2)

(End of clause)

52.232-8 Discounts for Prompt Payment. 2002-02

As prescribed in , insert the following clause:32.111(b)(1)

Discounts for Prompt Payment (FEB 2002)

Discounts for prompt payment will not be considered in the evaluation of offers. However, any (a) offered discount will form a part of the award, and will be taken if payment is made within the discount period indicated in the offer by the offeror. As an alternative to offering a discount for prompt payment in conjunction with the offer, offerors awarded contracts may include discounts for prompt payment on individual invoices.

In connection with any discount offered for prompt payment, time shall be computed from the (b) date of the invoice. If the Contractor has not placed a date on the invoice, the due date shall be calculated from the date the designated billing office receives a proper invoice, provided the agency annotates such invoice with the date of receipt at the time of receipt. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date. When the discount date falls on a Saturday, Sunday, or legal holiday when Federal Government offices are closed and Government business is not expected to be conducted, payment may be made on the following business day.

(End of clause)

52.212-1 Instructions to Offerors-Commercial Items. 2021-07

As prescribed in , insert the following provision:12.301(b)(1)

Instructions to Offerors-Commercial Items (Jun 2020)

(a) North American Industry Classification System (NAICS) code and small business size standard.

The NAICS code(s) and small business size standard(s) for this acquisition appear elsewhere in the solicitation. However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

. Submit signed and dated offers to the office specified in this solicitation (b) Submission of offers at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show-

The solicitation number;(1)

The time specified in the solicitation for receipt of offers;(2)

The name, address, and telephone number of the offeror;(3)

A technical description of the items being offered in sufficient detail to evaluate (4) compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

Terms of any express warranty;(5)

Price and any discount terms;(6)

"Remit to" address, if different than mailing address;(7)

A completed copy of the representations and certifications at FAR 52.212-3 (see FAR (8) 52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

Acknowledgment of Solicitation Amendments;(9)

Past performance information, when included as an evaluation factor, to include recent (10) and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

If the offer is not submitted on the SF 1449, include a statement specifying the extent of (11) agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

. The offeror agrees to hold the prices in its offer firm for 30 (c) Period for acceptance of offers calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

. When required by the solicitation, product samples shall be submitted at or (d) Product samples prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender's request and expense, unless they are destroyed during preaward testing.

. Offerors are encouraged to submit multiple offers presenting alternative terms (e) Multiple offers and conditions, including alternative line items (provided that the alternative line items are consistent with subpart 4.10 of the Federal Acquisition Regulation), or alternative commercial items for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.

Late submissions, modifications, revisions, and withdrawals of offers. (f) Offerors are (1) responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that offers or revisions are due.

(2) Any offer, modification, revision, or withdrawal of an offer received at the Government (i) office designated in the solicitation after the exact time specified for receipt of offers is "late" and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and-

If it was transmitted through an electronic commerce method authorized by the (A) solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:

00 p.m. one working day prior to the date specified for receipt of offers; or

There is acceptable evidence to establish that it was received at the Government (B) installation designated for receipt of offers and was under the Government's control prior to the time set for receipt of offers; or

If this solicitation is a request for proposals, it was the only proposal received.(C)

However, a late modification of an otherwise successful offer, that makes its terms more (ii) favorable to the Government, will be considered at any time it is received and may be accepted.

Acceptable evidence to establish the time of receipt at the Government installation includes (3) the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel.

If an emergency or unanticipated event interrupts normal Government processes so that (4) offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

Offers may be withdrawn by written notice received at any time before the exact time set (5) for receipt of offers. Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the offer.

). The Government intends to evaluate (g) Contract award (not applicable to Invitation for Bids offers and award a contract without discussions with offerors. Therefore, the offeror's initial offer should contain the offeror's best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

. The Government may accept any item or group of items of an offer, unless (h) Multiple awards the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may not be submitted for quantities less than those specified. The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.

Availability of requirements documents cited in the solicitation.(i)

(1) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, (i)

FPMR Part 101-29, and copies of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained for a fee by submitting a request to- GSA Federal Supply Service

Specifications Section Suite 8100 470 East L'Enfant Plaza, SW Washington, DC 20407 Telephone (202) 619-8925 Facsimile (202) 619-8978.

If the General Services Administration, Department of Agriculture, or Department of (ii) Veterans Affairs issued this solicitation, a single copy of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained free of charge by submitting a request to the addressee in paragraph (i)(1)(i) of this provision. Additional copies will be issued for a fee.

Most unclassified Defense specifications and standards may be downloaded from the (2) following ASSIST websites:

ASSIST ( https://assist.dla.mil/online/start/).(i)

Quick Search ( http://quicksearch.dla.mil/).(ii)

ASSISTdocs.com (http://assistdocs.com).(iii)

Documents not available from ASSIST may be ordered from the Department of Defense (3) Single Stock Point (DoDSSP) by-

Using the ASSIST Shopping Wizard (https://assist.dla.mil/wizard/index.cfm);(i)

Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri, 0730 to 1600 (ii) EST; or

Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, Philadelphia, PA (iii) 19111-5094, Telephone (215) 697-2667/2179, Facsimile (215) 697-1462.

Nongovernment (voluntary) standards must be obtained from the organization responsible (4) for their preparation, publication, or maintenance.

(Applies to all offers that exceed the micro-purchase threshold, and (j) Unique entity identifier.

offers at or below the micro-purchase threshold if the solicitation requires the Contractor to be registered in the System for Award Management (SAM).) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "Unique Entity Identifier" followed by the unique entity identifier that identifies the Offeror's name and address. The Offeror also shall enter its Electronic Funds Transfer (EFT) indicator, if applicable. The EFT indicator is a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the Offeror to establish additional SAM records for identifying alternative EFT accounts (see FAR subpart 32.11) for the same entity. If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for unique entity identifier establishment directly to obtain one. The Offeror should indicate that it is an offeror for a Government contract when contacting the entity designated at www.sam.gov for establishing the unique entity identifier.

[Reserved](k)

. If a post-award debriefing is given to requesting offerors, the Government shall (l) Debriefing disclose the following information, if applicable:

The agency's evaluation of the significant weak or deficient factors in the debriefed (1) offeror's offer.

The overall evaluated cost or price and technical rating of the successful and the debriefed (2) offeror and past performance information on the debriefed offeror.

The overall ranking of all offerors, when any ranking was developed by the agency during (3) source selection.

A summary of the rationale for award;(4)

For acquisitions of commercial items, the make and model of the item to be delivered by (5) the successful offeror.

Reasonable responses to relevant questions posed by the debriefed offeror as to whether (6) source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities were followed by the agency.

52.212-4 Contract Terms and Conditions-Commercial Items. 2018-10

As prescribed in , insert the following clause:12.301(b)(3)

Contract Terms and Conditions-Commercial Items (OCT 2018)

. The Contractor shall only tender for acceptance those items that (a) Inspection/Acceptance 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-

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

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

. The Contractor or its assignee may assign its rights to receive payment due as a (b) Assignment 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 ( use of the Governmentwide commercial purchase e.g., card), the Contractor may not assign its rights to receive payment under this contract.

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

. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the (d) Disputes 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.

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

. The Contractor shall be liable for default unless nonperformance is caused (f) Excusable delays 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.

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

Name and address of the Contractor;(i)

Invoice date and number;(ii)

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

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

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

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

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

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

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

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

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

If EFT banking information is not required to be on the invoice, in order for the (B) invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause ( 52.232-33, Payment by e.g., 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.

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

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

. The Contractor shall indemnify the Government and its officers, employees (h) Patent indemnity 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.

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

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

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

(b) for the appropriate EFT clause.

. In connection with any discount offered for early payment, time shall be (4) Discount 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.

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

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

Circumstances of the overpayment ( , duplicate payment, erroneous payment, (A) e.g.

liquidation errors, date(s) of overpayment);

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

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

Contractor point of contact.(D)

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

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

(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

33.211 if-

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

The Contractor fails to liquidate a debt previously demanded by the Contracting (B) 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

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

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

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

The date fixed under this contract.(A)

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

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

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

The date of issuance of a Government…