Amendment_1_Revised_Solicitation__DU100R-14-0004.pdf

(x)

DU100R-14-R-0004

x x copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

WASHINGTON DC 20410-1000

ROOM 5256

NPR

451 SEVENTH STREET SW

OFFICER

OFFICE OF THE CHIEF PROCUREMENT

US DEPARTMENT OF HUD

WASHINGTON DC 20410-1000

ROOM 5256

NPR

451 SEVENTH STREET SW

OFFICER

OFFICE OF THE CHIEF PROCUREMENT

US DEPARTMENT OF HUD

12/04/2014000001

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

07/03/2014

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

TO ALL OFFERORS:

AMENDMENT 1 DU100R-14-R-0004 HECM Business Services Provider

Amendment 1 is to extend the solicitation due date to December 16, 2014 at 2:00 PM EST and revised the solicitation, Performance Work Statement, Attachment B Pricing Sheet and

Attachment F Detailed Description of Labor Categories for Key Personnel and Anticipated

Personnel and ATTACHMENT A Response to Question 33 Interface Requirement.

Please ensure your past performance reference are submitted by the due date December 16, 2014, 2:00 pm EST.

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

BRENDA K. LEE

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

Table of Contents

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES

B.1.BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

B.2.CONTRACT TYPE/PERIOD OF PERFORMANCE

B.3.PRICES

B.4. PRICING SCHEDULES

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1. PERFORMANCE WORK STATEMENT

SECTION D - PACKAGING AND MARKING

SECTION E - INSPECTION AND ACCEPTANCE

E.1. HUDAR 2452.246-70 INSPECTION AND ACCEPTANCE (FEB 2006)

SECTION F - DELIVERIES OR PERFORMANCE

F.1. PERIOD OF PERFORMANCE

F.2. HUDAR 2452.211-70 EFFECTIVE DATE AND CONTRACT PERIOD (FEB 2006)

ALTERNATE I (FEB 2006)

F.3. PLACE OF PERFORMANCE

F.4. DELIVERIES

SECTION G - CONTRACT ADMINISTRATION DATA

G.1. HUDAR 2452.232-70 PAYMENT SCHEDULE AND INVOICE SUBMISSION

(FIXED-PRICE (DEC 2012)

G.2.245.232-71 VOUCHER SUBMISSION (APR 2013) (DEVIATION)

G.3. 2452.237-70 KEY PERSONNEL (FEB 2006)

G.4. 2452.237-73 CONDUCT OF WORK AND TECHNICAL GUIDANCE (DEC 2012)

G.5. TRAVEL COSTS

SECTION H - SPECIAL CONTRACT REQUIREMENTS

SECTION I - CONTRACT CLAUSES

I.1. 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS

(SEP 2013)…………………………………………………………………………………………………………….19

I.2. 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT OR

STATUTES EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 2014)…………………………..26

I.3 ADDENDUM ADDITIONAL CONTRACT CLAUSE

FAR CLAUSE 52.217-8 OPTION TO EXTEND SERVICES (November 1999)

FAR CLAUSE 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT(MARCH

2000)……………………………………………………………………………………………………….……………40

U.S.DEPARTMENT OF DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

ACQUISITION REGULATION (HUDAR) 48 CFR CLAUSES

I.4.HUDAR 2452.203-70 PROHIBITION AGAINST THE USE OF GOVERNMENT EMPLOYEES

(FEB 2006)

I.5.HUDAR 2452.204-70 PRESERVATION OF, AND ACCESS TO, CONTRACT RECORDS

(TANGIBLE AND ELECTRONICALLY STORED INFORMATION (ESI) FORMATS

(DEC 2012)

I.6.HUDAR 2452.209-72 ORGANIZATIONAL CONFLICTS OF INTEREST (APR 1984)

I.7 HUDAR 2452.222-70 ACCESSIBILITY OF MEETINGS, CONFERENCES, AND SEMINARS

TO PERSONS WITH DISABILITIES (FEB 2006)

I.8.HUDAR 2452.227-70 GOVERNMENT INFORMATION (DEC 2012)ALTERNATE I (DEC

2012)

I.9.HUDAR 2452.237-75 ACCESS TO HUD FACILITIES (DEC 2012)

I.10.HUDAR 2452.237-77 TEMPORARY CLOSURE OF HUD FACILITIES(DEC 2012)

I.11. HUDAR 2452.239-70 ACCESS TO HUD SYSTEMS (DEC 2012)

I.12. HUDAR 2452.239-71 INFORMATION TECHNOLOGY VIRUS SECURITY(FEB 2006) 51

I.13.CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS)

I.14.HUDAR 2452.251-70 CONTRACTOR EMPLOYEE TRAVEL (OCT 1999)

SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF

BIDDERS………………………………………………………………………………………………………………… 57

K.1. 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-COMMERCIAL ITEMS

(NOV 2013)

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO BIDDERS

L.1. 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JUL 2013)

L.2.GENERAL INSTRUCTIONS

INTRODUCTION

L.3. NAICS CODE AND SIZE STANDARD

L.4. PRE-PROPOSAL CONFERENCE

L.5. INTENT TO SUBMIT A PROPOSAL

L.6. COMMUNICATIONS PRIOR TO CONTRACT AWARD

L.7. PREPARATION COSTS

L.8. SUBCONTRACTORS

L.9. 2452.233-70 REVIEW OF CONTRACTING OFFICER PROTEST DECISIONS (FEB 2006)81

L.10.TECHNICAL AND BUSINESS PROPOSAL SUBMISSION

L.11.PART I TECHNICAL PROPOSALS INSTRUCTIONS

L.12. TECHNICAL DISCUSSION

L.13. Part II - BUSINESS PROPOSAL

L.14.PRICE

SECTION M EVALUATION FACTORS FOR AWARD

M.1. GENERAL INFORMATION

M.2. PRICE

M.3. BEST VALUE AWARD

M.4. 52.212-2 EVALUATION—COMMERCIAL ITEMS (JAN 1999)

M.5. EVALUATION OF OPTIONS

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES

B.1.BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

The U.S Department of Urban and Housing Development requires a Business Service via web-based to manage HUD’s HECM portfolio; to meet the growing demand for HECM loans; and to successfully addresses the complexity of administering the HECM insurance program for HUD; for FHA approved HECM investors, lenders, and servicers;

for Government-Sponsored Enterprises; for HUD’s Loan Servicing Contractor; for third party service providers; for HUD approved contractors; and for other HUD approved groups.

B.2.CONTRACT TYPE/PERIOD OF PERFORMANCE

This is total small business set-aside firm fixed price contract with a twelve month base period plus 4 one year option periods utilizing FAR Part 19.502-2 Total small business set-aside and FAR Part 12 Acquisition of Commercial Items and FAR Part 15 Contracting by Negotiation.

This is a single award to provide Business Service Provider via web-based that can support HUD’s Home Equity Conversion Mortgage (HECM) Insurance Program, which is commonly known as the FHA reverse mortgage.

B.3.PRICES

a. The total fixed price of this contract is $TBD at award.

b. Upon delivery and acceptance of the item(s) described in the Performance Work Statement and identified in the schedule of charges below, the Government shall pay to the Contractor the unit price(s) set forth below:

Schedule of Charges

CLIN Description Quantity Unit Unit Price Amount 0001 Base Period - Start Up- Transition In -

Deliver via web-based business services to manage HECM Portfolio

9 MO

0002 Base Period - Maintain HECM Business Services

3 MO

0003 Base Period - Help Desk Services 3 MO 0004 Base Period - Training HECM Business

Services User per training session.

25 EA

0005 Base Period - Travel for Training Not to Exceed

84,500

0006 Base Period - Training Material and Books

1 LO

0007 Base Period - Webinar Training 6 EA

1002 Option Period 1 - HECM Business Services

12 MO

1003 Option Period 1 - Help Desk Services 12 MO 1004 Option Period 1 - Web-enabled or Video

Conferencing training and update to the book and manuals.

12 MO

2002 Option Period 2 - HECM Business services

12 MO

2003 Option Period 2 - Help Desk Services 12 MO 2004 Option Period 2 - Web-enabled or Video

Conferencing Training and update to the book and manuals.

12 MO

3002 Option Period 3 - Help Desk Services 12 MO 3003 Option Period 3 - HECM Business

Services

12 MO

3004 Option Period 3 - Web-enabled or Video Conferencing Training and update to the book and manuals.

12 MO

4002 Option Period 4 - HECM Business Services

12 MO

4003 Option Period 4 - Help Desk Services 12 MO 4004 Option Period 4 - Web-enabled or Video

Conferencing Training and update to the book and manuals.

12 MO

4005 Transition Out- Optional line item and include delivery of Government furnished Information.

1 LO

Grand Total

B.4. PRICING SCHEDULES

The pricing sheet for the Firm Fixed Price (FFP) line item Attachment B is incorporated in Section J under List of Attachments, Attachment B Pricing Sheet.

The Firm Fixed Price (FFP) line item under this contract, the applicable unit price for each fixed price line item shall be the unit price for the time period in which the services are estimated to be performed. The price(s) specified in FFP tasks under this contract is/are fixed and not subject to adjustment.

See Section J Attachment F is a list of labor categories (key personnel the Government anticipates will be necessary to perform the tasks under this contract.

The travel line item for CLIN 0005 is a NOT TO EXCEED value of $84,500.00 for travel to be reimburse on actual cost in accordance with the Federal Travel Regulation. All offers will bid that amount for CLIN 0005.

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1. PERFORMANCE WORK STATEMENT

The Performance Work Statement is provided as an attachment (See Section J – Attachment A).

SECTION D - PACKAGING AND MARKING

a. All deliverables required under this contract shall be packaged, marked and shipped in accordance with Government specifications. At a minimum, all deliverables shall be marked with the contract number and contractor name. The Contractor shall guarantee that all required materials shall be delivered in immediate usable and acceptable condition.

b. The reports shall be delivered F.O.B. Destination as set forth in FAR Clause 52-247-35, F.O.B. Destination, Within Consignee Premises (April 1984), as specified in the delivery schedule.

c. Unless otherwise specified, deliveries shall be made to the Delivery Point specified Mondays through Fridays (excluding Federal Holidays and Executive Orders or Presidential Proclamation).

SECTION E - INSPECTION AND ACCEPTANCE

E.1. HUDAR 2452.246-70 INSPECTION AND ACCEPTANCE (FEB 2006)

Inspection and acceptance of all work required under this contract shall be performed by the Government Technical Representative (GTR) or other individual as designated by the Contracting Officer or the GTR.

SECTION F - DELIVERIES OR PERFORMANCE

F.1. PERIOD OF PERFORMANCE

The Period of Performance (to be completed at time of award).

F.2. HUDAR 2452.211-70 EFFECTIVE DATE AND CONTRACT PERIOD (FEB 2006)

ALTERNATE I (FEB 2006)

(a) This contract shall be effective on TBD by time of award.

(b) The contractor shall complete all work including all deliveries by the expiration date of the contract.

(c) Delivery dates for specific services and deliverables shall be determined by the contractor and the government.

(d) In accordance with the clause at 52.217-9, "Option to Extend the Term of the Contract," the contract may be extended for the following periods:

Option No. Period

Option Year 1 2016 through 2017 Option Year 2 2017 through 2018 Option Year 3 2018 through 2019 Option Year 4 2019 through 2020

F.3. PLACE OF PERFORMANCE

The work shall be performed at the contractor’s facility. The Contractor shall maintain and operate a facility of sufficient size to accommodate the personnel and equipment necessary for performance of the requirements specified in this action. The facility must be secured 24-hours to provide physical security of documents. The facility shall also maintain a locked file cabinet to store negotiable instruments.

The Contractor shall implement the Physical and Environmental Protection security controls for a Moderate Control Baseline found in National Institute of Standards and Technology Special Publication SP-800-53, Security and Privacy Controls for Federal Information Systems and Organizations. Additional information may be found at the following link:

http://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r4.pdf.

The Contractor shall provide services Mondays through Fridays, except for Federal Holidays designated for the Washington, D.C., Metropolitan area.

The Contractor shall establish hours from 8:30 a.m. to 5:30 p.m.

PLEASE NOTE: The Department is on flexible hours between 6:00 a.m. and 6:00 p.m.

with the core hours being between 9:30 a.m. and 3:30 p.m. The Contractor resources assigned to key tasks are expected to be available within the normal and core HUD working hours.

F.4. DELIVERIES

Satisfactory performance of this contract shall be deemed to occur upon performance of the work and upon delivery and acceptance by the General Technical Representative (GTR) or the General Technical Monitor (GTM).

a. Deliveries required by the Contractor shall be made F.O.B. Destination as set forth in FAR Clause 52.247.35, F.O.B. Destination, Within consignees Premises (April 1984) and any specification stated in SECTION

D. PACKAGING AND MARKING AND SHIPPING.

b. Unless otherwise specified, deliveries shall be made to the Delivery Point as specified in the contract or per direction from the GTR, Mondays through Fridays (excluding Federal Holidays & Executive Order) between the hours of 8:30 a.m. and 5:30 p.m. EST only. Supplies or services scheduled for delivery on a Federal holiday shall be made the following day.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1. HUDAR 2452.232-70 PAYMENT SCHEDULE AND INVOICE SUBMISSION

(FIXED-PRICE (DEC 2012)

(a) Payment Schedule. Payment of the contract price (see Section B of the contract) will be made upon completion and acceptance of all work see schedule of charges Section B.

(b) Submission of Invoices. (1) The Contractor shall submit invoices as follows: original to the payment office and one copy each to the Contracting Officer and a copy to the Government Technical Representative (GTR) identified in the contract. To constitute a proper invoice, the invoice must include all items required by the FAR clause at 52.232-25, "Prompt Payment."

(2) To assist the government in making timely payments, the contractor is also requested to include on each invoice the appropriation number shown on the contract award document (e.g., block 14 of the Standard Form (SF) 26, block 21 of the SF-33, or block 25 of the SF-1449). The contractor is also requested to clearly indicate on the mailing envelope that an invoice is enclosed.

(c) Contractor Remittance Information. The contractor shall provide the payment office with all information required by other payment clauses or other supplemental information (e.g., contracts for commercial services) contained in this contract.

(d) Final Invoice Payment. The final invoice shall not be paid prior to certification by the Contracting Officer that all work has been completed and accepted.

G.2.245.232-71 VOUCHER SUBMISSION (APR 2013) (DEVIATION)

The contractor shall submit invoices electronically via email to the email addresses shown on the contract award document (e.g., block 12 of the Standard Form (SF) 26, block 25 of the SF-33, or block 18a of the SF-1449) and carbon copy the Contracting Officer and the Government Technical Representative (GTR). To constitute a proper invoice, the invoice must include all items required by the FAR clause at 52.232-25, "Prompt Payment." The contractor shall clearly include in the Subject line of the email: INVOICE INCLUDED; CONTRACT#: ______________, INVOICE NUMBER __________________ and Contract Line Item Number(s)

(End of Alternate I)

G.3. 2452.237-70 KEY PERSONNEL (FEB 2006)

(a) Definition. "Personnel" mean employees of the contractor, or any subcontractor(s), affiliates, joint venture partners, or team members, and consultants engaged by any of those entities.

(b) The personnel specified below are considered to be essential to the work being performed under this contract. Prior to diverting any of the specified individuals to other projects, the contractor shall notify the Contracting Officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No diversion shall be made by the contractor without the written consent of the Contracting Officer. Key personnel shall perform as follows:

[List Key Personnel and/or positions, and tasks, percentage of effort, number of hours, etc., for which they are responsible, as applicable.]

G.4. 2452.237-73 CONDUCT OF WORK AND TECHNICAL GUIDANCE (DEC 2012)

(a) The Contracting Officer will provide the contractor with the name and contact information of the Government Technical Representative (GTR) assigned to this contract. The GTR will serve as the contractor's liaison with the Contracting Officer with regard to the conduct of work. The Contracting Officer will notify the contractor in writing of any change to the current GTR's status or the designation of a successor GTR.

(b) The GTR will provide guidance to the contractor on the technical performance of the contract. Such guidance shall not be of a nature which:

(1) causes the contractor to perform work outside the performance work statement or specifications of the contract;

(2) Constitutes a change as defined in FAR 52.243-1;

(3) Causes an increase or decrease in the cost of the contract;

Name Title Task % of Effort

(4) Alters the period of performance or delivery dates; or

(5) Changes any of the other express terms or conditions of the contract.

(c) The GTR will issue technical guidance in writing or, if issued orally, he/she will confirm such direction in writing within five calendar days after oral issuance. The GTR may issue such guidance via telephone, facsimile (fax), or electronic mail.

(d) Certain of the GTR's duties and responsibilities may be delegated to one or more Government Technical Monitors (GTMs) (see HUDAR subpart 2402.1). The Contracting Officer will notify the contractor in writing of the appointment of any GTMs.

(e) Other specific limitations [to be inserted by Contracting Officer]:

(f) The contractor shall promptly notify the Contracting Officer whenever the contractor believes that guidance provided by any government personnel, whether or not specifically provided pursuant to this clause, is of a nature described in paragraph (b) above.

G.5. TRAVEL COSTS

Any required travel by the Contractor will be at the direction of the Government and will be reimbursed in accordance with the Federal Travel Regulation at http://www.gsa.gov/portal/content/104790 as defined in accordance with FAR 31.2 - Contracts with Commercial Organizations, Subsection 31.205-46, Travel Costs

(a) Travel Policy - The Contractor shall invoice and be reimbursed for all travel costs in accordance with Federal Acquisition Regulations (FAR) 31.2

- Contracts with Commercial Organizations, Subsection 31.205-46, Travel Costs.

(b) Travel performed for personal convenience and daily travel to and from work at Contractor’s facility will not be reimbursed (local travel shall not be reimbursed).

(c) Travel-Per Diem, if authorized, shall be reimbursed in accordance with the Performance Work Statement and the Federal Travel Regulation currently in effect. Travel requirements under this contract shall be met utilizing the most economic form of transportation available. If economy class transportation is not available see the request for the payment voucher must be submitted with a justification of use of higher class indicating dates, time, & flight numbers. All travel shall be scheduled sufficiently in advance to take advantage of offered discount rates, unless otherwise authorized by the Contracting

SECTION H - SPECIAL CONTRACT REQUIREMENTS

There are no special contract requirements.

SECTION I - CONTRACT CLAUSES

I.1. Contract Terms and Conditions—Commercial Items (May 2014)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.

3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

origin; or

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

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

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

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

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

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

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

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

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

4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C.

40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database;

(B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

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

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

(u) Unauthorized Obligations

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

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

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

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

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

(End of clause)

I.2. Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (Oct 2014)

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

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

7104(g)).

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

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

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004)"(Public Laws 108-77 and 108-78 (19 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).

_X_ (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].

_X_ (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).

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

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

__ (11) (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]

X__ (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.

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

__ (iv) Alternate III (Oct 2014) of 52.219-9.

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

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

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

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

_X_ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a) (2)).

__ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

_X_ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

X__ (27) 52.222-21, Prohibition of Segregated Facilities (Feb

1999).

_X_ (28) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (29) 52.222-35, Equal Opportunity for Veterans (Jul 2014) (38 U.S.C. 4212).

_X_ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X_ (31) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212).

X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (33) 52.222-54, Employment Eligibility Verification (Aug 2013).

(Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (34) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c) (3) (A) (ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i) (2) (C)).

(Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (35) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O. 13423 and 13514).

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

__ (36) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (E.O.

13423 and 13514).

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

__ (37) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__ (38) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Jun 2014) (E.O. 13423 and 13514).

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

_X_ (39) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

__ (40) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

__ (41)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112- 42, and 112-43.

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

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

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

__ (42) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (43) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (44) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (45) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (46) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

_X_ (47) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_X_ (48) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_X_ (49) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (50) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (51) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

_X (52) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C.

552a).

_ _ (53) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C.

2631).

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

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

[Contracting Officer check as appropriate.]

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

chapter 67).

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

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

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

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014) (41 U.S.C. chapter 67).

_X_ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (7) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O.13495).

__ (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792).

__ (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p) (1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract.