EA133F-15-RQ-1564.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

Offeror to Complete Blocks 12, 17, 23, 24, & 30

1. Requisition Number

NFFM7210-15-01564

2. Contract No. 3. Award/Effective Date 4. Order Number 5. Solicitation Number 6. Solicitation Issue Date EA133F-15-RQ-1564 April 23, 2015

7. For Solicitation Information Call:

a. Name Amy McLiverty b. Telephone Number (No collect calls) 8. Offer Due Date/Local Time

Amy.L.McLiverty@noaa.gov 757-441-3426 May 22, 2015 / 12:00PM

9. Issued By Code AJ930073 10. This Acquisition is 11. Delivery for FOB Destination Unless Block is Marked. 12. Discount Terms

NOAA/EASTERN REGIONAL ACQUISITION

200 GRANBY STREET

SUITE 815

NORFOLK, VA 23510

Unrestricted X Set-Aside 100 % for

X Small Business See Schedule

Emerging Small Business

HUBZone Small Business 13a. This contract is a rated order under DPAS (15 CFR 700)

Service-Disabled Veteran-Owned

8(a) 13b. Rating

NAICS: 333415 14. Method of Solicitation

Size Standard: 750 Employees X RFQ IFB RFP

15. Deliver To Code FM722073 16. Administered By Code

NORTHEAST FISHERIES SCIENCE CENTER

NOAA/NMFS 166 WATER STREET

WOODS HOLE MA 02543-1026

17a. Contractor/Offeror Code Facility Code 18a. Payment Will Be Made By Code

Telephone No. TIN:

17b. Check if Remittance is Different and Put Such Address in Offer. 18b. Submit Invoices to Address Shown in Block 18a Unless Box Below is Checked.

See Addendum.

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

25. Accounting and Appropriation Data 26. Total Award Amount (For Govt. Use Only)

X 27a. Solicitation incorporates by reference FAR 52.212-1, 52.212-4. FAR 52.212-3 and 52.212-5 are attached. Addenda X are are not attached 27b. Contract/Purchase Order incorporates by reference FAR 52.212-4. 52.212-5 is attached. Addenda are are not attached

X 28. Contractor is required to sign this document and return 1 copies to 29. Award of Contract: Reference. Offer

Issuing Office. Contractor agrees to furnish and deliver all items set forth or otherwise identified above and on any additional sheets subject to the terms and conditions specified herein.

Dated . Your offer on Solicitation (Block 5), including any additions or changes which are set forth herein, is accepted as to items:

30a. Signature of Offeror/Contractor 31a. United States of America (Signature of Contracting Officer)

30b. Name and Title of Signer (Type or Print) 30c. Date Signed 31b. Name of Contracting Officer (Type or Print)

31c. Date Signed

32a. Quantity in Column 21 Has Been

Received Inspected Accepted, and Conforms to the Contract, Except as Noted: ________________________

32b. Signature of Authorized Government Representative 32c. Date 32d. Printed Name and Title of Authorized Government Representative

32e. Mailing Address of Authorized Government Representative 32f. Telephone Number of Authorized Government Representative

32g. E-mail of Authorized Government Representative

33. Ship Number 34. Voucher Number 35. Amount Verified Correct

For

36. Payment 37. Check Number

Complete Partial Final

Partial Final

38. S/R Account Number 39. S/R Voucher Number 40. Paid By

41a. I certify this account is correct and proper for payment 42a. Received By (Print)

41b. Signature and Title of Certifying Officer 41c. Date 42b. Received At (Location)

42c. Date Rec'd (YY/MM/DD) 42d. Total Containers

STANDARD FORM 1449 (REV 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

SCHEDULE Continued

Item No. Supplies/Services Quantity Unit Unit Price Amount

00001 The Contractor shall execute Site

Preparation as provided in Specifications.

1 LO $______________ $______________

00002 The Contractor shall supply one (1) freezer/chiller unit as required by Specifications, Section 1.2.

00003 The Contractor shall supply one (1) freezer unit as required by Specifications, Section 1.2.

0004 The Contractor shall Install one (1) freezer/chiller unit and one (1) freezer unit as required in Specifications.

Page - 2

SECTION I

SPECIFICATIONS

NATIONAL OCEANIC ATMOSPHERIC ADMINISTRATION (NOAA)

NATIONAL MARINE FISHERIES SERVICE (NMFS)

NORTHEAST FISHERIES OBSERVER PROGRAM (NEFOP)

PURCHASE, INSTALLATION AND SITE PREPARATION WORK

FREEZER/CHILLER UNIT AND STAND –ALONE FREEZER UNIT

PART 1 GENERAL

NOAA, National Marine Fisheries Science Center (NEFSC), Northeast Fisheries Observer Program col-lects marine mammal, sea turtle, coral, seabird, fish and shark species for scientific research. The observ-ers collect specimens at sea while observing aboard commercial fishing vessels from Maine to North Car-olina, USA. The samples are stored at the facility in Falmouth Technology Park. Most of the samples are temporarily stored and then transported elsewhere for research purposes. Freezing and chilling facilities are an integral component in our training and research program.

1.1 CONTRACT DESCRIPTION

A. The NMFS/Northeast Fisheries Training Center is located at: 25 Bernard Saint Jean Drive, East Fal-mouth, MA 02536.

B. The Contractor shall complete the following:

1. Site work preparation, freezer concrete pads installation, electrical work supply install require-ments, installation of back-up generator requirements, and other work required prior to freezer delivery shall be submitted within the quote.

2. Concrete pad and site work preparation requirements are attached as a minimum guide. Concrete pads must meet all freezer manufacturer and code needs.

3. Delivery and installation of new exterior freezer storage units, condensing units, generator, and electrical supply and other work described within the contract documents.

4. Construct and deliver one outdoor walk-in chiller/freezer unit and one outdoor walk-in freezer unit as described within the contract documents.

1.2 PRODUCT DESCRIPTION

The Contractor shall provide all labor, material, tools, equipment, and supervision necessary to manufac-ture, deliver and install one (1) freezer/chiller unit plus one (1) freezer unit as described in specifications and descriptions within contract documents. Both units must be able to be movable, if needed, at a later time. The proposed drawings with specifications (build, condenser, electrical, alarms, back-up power) shall accompany all offerors. The optional items for the listed product descriptions may be included in offeror. Options for change to any of the below listed minimum listed descriptions will be considered, providing cost differential and associated performance differences are submitted.

A. Vendor shall deliver one (1) stand-alone Freezer/Chiller unit that shall have, at a minimum:

a. Seamless interior/exterior, with exterior dimensions of approximately10’ x 46’

EA133F-15-RQ-1564 Page 3 of 39

b. Freezer section shall be approximately 12’ of total length, chiller section approximately 26’ of total length, with internal door described below

c. Condenser for chiller must be able to easily maintain 35 degrees F

d. Condenser for freezer should be able to operate at negative 20 degrees F

e. Exterior door will be placed on the chiller short side

f. Hasp lock

g. Safety release handle

h. Lockable door hatch

i. Self-closing hinges

j. Heated door jamb

k. Magnetic gasket

l. Door closer

m. Sweep seal

n. 208-230/1/60 refrigeration system

o. Low ambient controls

p. Defrost timer

q. Heated relief ports (freezer)

r. Light switch/pilot light

s. Rain cap exterior doors

t. Remote thermometer

u. Interior vapor proof fluorescent light fixtures providing lighting sufficient to perform needed laboratory work in chiller space and safe work in freezer

v. Crowned roof (weather appropriate)

w. Heavy duty non-skid floor

x. Heated freezer door

y. Min. 6” insulation

z. Drainage system for chiller and freezer to meet site needs

aa. Vinyl strip door curtains

bb. 48” doors, interior and exterior

cc. Floor drains

dd. 3 phase electrical

ee. Powder coated door hardware (hardware to handle saltwater conditions)

ff. Copper fins on evaporator coils

gg. Coated condenser coil

hh. Electrical box able to withstand saltwater environment

ii. Galvanized frame

jj. 24”x36” (min.) insulated window in chiller room

kk. 8’x12’ – 10’ x 14’ awning (minimum) (placed over window)

ll. Epoxy paint on fiberglass (preferred) interior/exterior

mm. Shelving system for both 12’ internal freezer walls to hold samples, adjustable 4 tier height, approx. 24” depth per shelf, heavy load capacity (500-800 lbs. per shelf),, warranty against corrosion/rust

nn. External flood lights, controlled either by motion sensor/timer or manually

oo. Installation of 24-hr alarm remote system indicating power loss and temperature problems

EA133F-15-RQ-1564 Page 4 of 39

B. The Contractor shall deliver one (1) stand-alone freezer unit that at a minimum:

a. Condenser for freezer should be able to operate at negative 20 degrees F

b. Seamless interior/exterior

c. Hasp lock

d. Safety release handle

e. Lockable door hatch

f. Self-closing hinges

g. Heated door jamb

h. Magnetic gasket

i. Door closer

j. Sweep seal

k. 208-230/1/60 refrigeration system

l. Low ambient controls

m. Defrost timer

n. Heated relief ports (freezer)

o. Light switch/pilot light

p. Rain cap exterior doors

q. Remote thermometer

r. Interior vapor proof fluorescent light fixtures providing lighting sufficient to perform needed laboratory work and safe work in freezer

s. Crowned roof (weather appropriate)

t. Heavy duty non-skid floor

u. Heated freezer door

v. Min. 6” insulation

w. Drainage system to meet site needs

x. Vinyl strip door curtains

y. 48” doors, interior and exterior

z. Floor drains

aa. 3 phase electrical

bb. Powder coated door hardware (hardware to handle saltwater conditions)

cc. Copper fins on evaporator coils

dd. Coated condenser coil

ee. Electrical box able to withstand saltwater environment

ff. Galvanized frame

gg. Installation of 24-hr alarm remote system indicating power loss and temperature problems hh. Meat rail for mammal storage/movement (to hold individual animals of 200+ lbs)

ii. Min. 12 meat hook with trolley system

jj. Shelving system along one wall to hold samples, adjustable 4 tier height, approx 24” depth per shelf, heavy load capacity (500-800 lbs. per shelf), warranty against corrosion/rust

kk. External flood lights, controlled either by motion sensor/timer or manually

ll. Installation of 24-hr alarm remote system indicating power loss and temperature problems

C. A back-up condenser system shall be supplied to operate either freezer compartment if needed.

EA133F-15-RQ-1564 Page 5 of 39

The back-up condenser shall be designed to operate on a back-up automated generator system.

Various designs/options for back-up generator/condenser systems will be considered. A one- unit system per freezer with a securable commercial grade generator (for 24-hour run time), with an auto transfer switch (in event of electrical outage), and mounted on the frame base is preferred.

D. Both units shall be installed by Contractor. Specifications for site work requirements, concrete pad/foundation requirements, electrical installation and hook up requirements, generator type, load requirements, etc., must be submitted with quote. Contractor shall willing to provide any site work and are responsible for providing any needed technical information and guidance to sub-contractors (eg. pads, electrical, alarm).

E. A remote freezer failure notification, system shall be installed to include a temperature logger with power failure and out of temperature alarm that is connected to a cell phone with an initial 1-year wireless service contract.

F. Installation of units may be staggered in time by the government due to logistical and facility op-erational needs. The time will not exceed 45 days. The delivery and installation of chiller/freezer unit should be completed first. Temporary on-site storage (up to five weeks) of freezer unit con-tents should be considered.

1.3 DELIVERABLES

A. Five (5) working days prior to delivery of units, the Contractor shall submit the following:

1. Samples and manufacturer’s data per the contact documents.

2. Ensured site work completion

3. Schedule of delivery/installation

1.4 WORK SEQUENCE

A. Care shall be exercised to provide protection for of the building and equipment within the build-ing and outside building premises. Do not disrupt activities in occupied spaces.

1.5 USE OF THE PREMISES

A. Before beginning work, the Contractor shall secure approval from the building owner’s repre-sentative for the following:

1. Areas permitted for personnel parking.

2. Access to the site.

3. Areas permitted for storage of materials and debris.

4. Security: Obey the owner’s requirements for personnel identification, inspection and other security measures.

5. Location of temporary freezer

6. Location of dumpster

EA133F-15-RQ-1564 Page 6 of 39

1.6 EXISTING CONDITIONS

A. If discrepancies are discovered between the existing conditions and those noted on the drawings, immediately notify the COTR.

1. Upon receipt of offerors response documents verify documents are complete.

Notify COTR if documents are incomplete. Immediately notify COTR upon finding discrepancies or omissions in the documents.

1.7 PRE-DELIVERY CONFERENCE--**MANDATORY**

A. Prior to response date and time, the Contractor shall schedule a job site inspection to observe actual conditions and verify all dimensions. The job site inspection will assist with site work planning (foundations, electrical, logistical, etc.). The site inspection must be confirmed at least 48 hours (two (2) working days) in advance of intended site inspection. The Govern-ment Representative may agree to complete this remotely without if all site conditions and concerns are listed. The access to the site shall be coordinated with the Government Repre-sentative, Tania Lewandowski, Tania.Lewandowski@noaa.gov.

1.8 WORKMANSHIP

A. All work shall be of highest quality and in strict accordance with the manufacturer’s published specifications and to the building owner’s satisfaction.

1.9 WARRANTY

A. Provide manufacturer’s warranty covering both labor and material with no dollar limitation.

PART 2 EXECUTION

2.1 GENERAL

A. Comply with the latest codes, regulations, laws, manufacturer’s published instructions for the installation of specified products, and installation requirements per the contract documents.

2.2 CLEAN UP

A. Perform daily clean-up to collect all wrappings, empty containers, paper, work debris, and other debris from the project site. Upon completion, all debris must be disposed of in a legal-ly acceptable manner.

2.3 DELIVERY AND INSTALLATION

A. Upon notice to proceed the Contractor shall be required to complete work within 65 days.

The Contractor shall work with the Government Point of Contact, to coordinate with the Government, the delivery and installation of the new freezer/chiller unit and freezer unit.

Sufficient planning and communication must occur to allow for the removal of the existing units without compromising frozen samples currently housed in the existing freezers.

EA133F-15-RQ-1564 Page 7 of 39

PART 3 SITE WORK FOR CONCRETE PADS FOR WALK-IN FREEZERS

3.1 SCOPE OF WORK:

1. The Contractor shall supply all labor, equipment, clean up, and materials to construct pad(s) to properly support two (2) freezer units. Specific pad requirements will be made available by the freezer contractor.

2. Concrete pads are based on freezer unit size and walk around area. Total area is approximately 1000 SF. One (1) freezer unit footprint is approximately 10 feet by 46 feet; and the second freez-er unit is 8 feet by 24 feet. Concrete shall be at least 4” thick. Compact, form, support, reinforce, and place concrete per the contract documents. Thickness shall be greater where hurricane tie-down connections are located.

3. Prepare sub-base and other required site work.

4. Demolish and remove existing concrete pad.

PART 3A – ADDITIONAL REQUIREMENTS

A. SUBMITTALS

1. Product Data: For each type of product indicated.

2. Design Mixture: For concrete mixture

3. Welded Wire Fabric (WWF) reinforcement: Include sizes, lengths, material, grade, splices and laps, mechanical connections, and supports.

B. QUALITY ASSURANCE

1. Installer Qualifications: A qualified installer with five (5) year experience. Provide adequate number of experienced workmen regularly engaged in this type of work who are skilled in the application techniques of the materials specified. Provide at least one thoroughly trained and experienced superintendent on the job at all times when work is in progress.

2. Manufacturer Qualifications: A firm experienced in manufacturing ready-mixed concrete products and that complies with ASTM C 94/C 94M requirements for production facilities and equipment.

3. ACI Publications-the Contractor shall comply with the following:

a. ACI 117, "Specifications for Tolerances for Concrete Construction and Materials."

4. Pre-installation Conference: Conduct conference at Project site per contract documents, as directed by the solicitation for bids and the COTR.

5. First class attention to details as appropriate for a government facility to enhance public image (manicured). If the COTR directs the Contractor’s supervisor to concentrate efforts on a particular item, this shall be interpreted as the acceptable quality level for that area for that area is falling below set standards.

C. DELIVERY, STORAGE, AND HANDLING

a. Steel Reinforcement: Deliver, store, and handle WWF reinforcement to prevent bending and damage.

EA133F-15-RQ-1564 Page 8 of 39

PART 3B PRODUCTS

A. FORM-FACING MATERIALS

1. Smooth-Formed Finished Concrete: Provide continuous, true, and smooth concrete surfaces.

2. Furnish in largest practicable sizes to minimize number of joints.

3. All edges shall have a 1” chamfer edge.

B. STEEL REINFORCEMENT

1. Plain-Steel WWF Reinforcement: ASTM A 185, plain, fabricated from as-drawn steel wire into flat sheets. 6 X 6 W4.0 X W4.0.

C. REINFORCEMENT ACCESSORIES

1. Bar Supports: Bolsters, chairs, spacers, and other devices for spacing, supporting, and fas-tening welded wire reinforcement in place. Manufacture bar supports from steel wire, plastic, or precast concrete according to CRSI's "Manual of Standard Practice.

D. CONCRETE MIXTURES, GENERAL

1. Prepare design mixtures according to ACI 301.

2. Proportion normal-weight concrete mixture as follows:

a. Minimum Compressive Strength: fc’= 3500psi at 28 days.

b. Water Reducing Agent: Conform to ASTM 494 type A

c. Air Entrainment Agent: Conform to ASTM C-260Slump Limit: 3-5 inches .

e. Synthetic Fiber: Uniformly disperse in concrete mixture at manufacturer's recommended rate, but not less than 1.5 lb/cu. yd.

E. FABRICATING REINFORCEMENT

1. Fabricate WWF reinforcement according to CRSI's "Manual of Standard Practice."

F. CONCRETE MIXING

1. Ready-Mixed Concrete: Measure, batch, mix, and deliver concrete according to

ASTM C 94/C 94M and ASTM C 1116. Furnish batch ticket information to the COTR prior to placement of concrete.

G. VAPOR BARRIER

1. Vapor barrier will be 6 mils thick.

PART 3C EXECUTION OF SITE WORK

A. DEMOLITION/SITE PREPARATION

1. Demolish and remove existing concrete pad. Remove all debris from site and legally dis-pose of.

2. Remove all non-structural fill to at least 8” below grade. Replace with structural fill and compact to 95% density.

EA133F-15-RQ-1564 Page 9 of 39

3. Crushed stone pathway should be joined to pad area and, surrounding area must be brought to grade with at least the top 3” depth of ¾ crushed stone.

B. FORMWORK AND COMPACTION

1. Set edge forms, batter boards and other required form work to achieve required elevations and concrete surfaces.

2. Compact subgrade. Compaction shall be by a mechanical method and shall achieve a mini-mum density of 95%. If more than six (6) inches of structural fill is required compaction shall be in six (6-8) inch lifts. Supply additional structural fill material if required to meet the requirements of the contract documents.

C. STEEL REINFORCEMENT

1. General: Comply with CRSI's "Manual of Standard Practice" for placing WWF reinforce-ment.

2. Clean reinforcement of loose rust and mill scale, earth, ice, and other foreign materials that would reduce bond to concrete.

3. Install WWF reinforcement in longest practicable lengths on supports spaced to minimize sagging. Supports shall be in sufficient numbers to support the WWF during and after the placement of concrete. Lap edges and ends of adjoining sheets at least one mesh spacing.

Offset laps of adjoining sheet widths to prevent continuous laps in either direction. Lace overlaps with wire.

4. WWF reinforcement shall be support to achieve a height of 1.5 – 2 inches from the top of the concrete placement. WWF reinforcement shall be 1.0 – 1.5 inches away from the sides of form work and natural material being used as forms.

D. CONCRETE PLACEMENT

1. Before placing concrete, verify that installation of formwork, reinforcement, and embed-ded items is complete and that required inspections have been performed. Notify COTR 24 hours in advance of concrete placement. All form work, compaction and placement of WWF shall be completed prior to notifying the COTR.

2. Re-tempering -Do not add water to concrete during delivery, at project site, or during placement.

3. Deposit and consolidate concrete in a continuous operation.

4. Consolidate placed concrete with mechanical vibrating equipment according to ACI 301 so concrete is thoroughly worked around WWF reinforcement and other embedded items and into corners.

5. Do not use vibrators to transport concrete. At each insertion, limit duration of vi-bration to time necessary to consolidate concrete and complete embedment of WWF reinforcement and other embedded items without causing mixture constitu-ents to segregate.

6. Maintain WWF reinforcement in position on supports during concrete placement.

EA133F-15-RQ-1564 Page 10 of 39

7. Screed slab surfaces with a straightedge and strike off to correct elevations.

E. Hot-Weather Placement/Cold-Weather Placement: Comply with ACI 301.

F. CONCRETE PROTECTING AND CURING

1. General: Protect freshly placed concrete from premature drying and excessive hot tem-peratures. Comply with ACI 301recommended protection during curing.

2. Evaporation Retarder: Apply evaporation retarder to unformed concrete surfaces if hot, dry, or windy conditions cause moisture loss. Apply according to manufacturer's written instructions after placing, screeding, and bull floating or darbying concrete, but before float finishing.

3. Unformed Surfaces: Begin curing immediately after finishing concrete.

4. Cure concrete according to ACI 308.1, by one or a combination of the following meth-ods:

a. Moisture Curing: Keep surfaces continuously moist for not less than seven days with the following materials:

i. Water.

ii. Continuous water-fog spray.

iii. Absorptive cover, water saturated, and kept continuously wet. Cover concrete surfaces and edges with 12-inch lap over adjacent absorptive covers.

G. FIELD QUALITY CONTROL

A. Inspections

1. Steel WWF reinforcement: When the WWF is 100% complete notify COTR 24 hours in advance of concrete placement.

2. Verification of use of required design mixture: Submit design mix 5 days prior to concrete placement.

3. Concrete placement, including conveying and depositing: Supply trip ticket from concrete supply from truck delivering concrete: follow and comply with best ACI practices.

4. Additional testing and inspecting at Contractor's expense shall be performed to determine compliance with specified requirements if deficiencies in the Work are identified not conforming to the Contract Documents, ACI, ASTM, and CRSI

EA133F-15-RQ-1564 Page 11 of 39

SECTION II

CONTRACT TERMS AND CONDITIONS

1. FEDERAL ACQUISITION REGULATION (FAR) 52.212-4 CONTRACT TERMS AND

CONDITIONS—COMMERCIAL ITEMS (MAR 2015)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price.

If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming sup-plies 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 agree-ment 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 com-mon 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 author-ized) 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.

EA133F-15-RQ-1564 Page 12 of 39 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ http://www.acquisition.gov/far/current/html/52_233_240.html%23wp1113304 http://www.acquisition.gov/far/current/html/52_200_206.html%23wp1137572

(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 Of-fice 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 pro-ceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been de-livered 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 consid-ered 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 de-scription of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquida-tion 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;

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(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 includ-ed 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 re-sulting from a default termination.

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

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

(B) The date of issuance of a Government check to the Contractor from which an amount oth-erwise 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 sup-plies provided under this contract shall remain with the Contractor until, and shall pass to the Govern-ment 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 trans-portation 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 per-centage of the contract price reflecting the percentage of the work performed prior to the notice of ter-mination, 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 Contrac-tor 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 fu-ture performance. In the event of termination for cause, the Government shall not be liable to the Con-tractor 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 Govern-ment 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.

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(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 ac-cepted 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 con-tracts; 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 pro-curement 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 perfor-mance 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 infor-mation 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 execut-ed 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 proce-dures 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

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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 re-quirements 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 Con-tractor 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 agree-ment. 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 ex-pressly authorized by statute and specifically authorized under applicable agency regulations and proce-dures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

2. FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLE-

MENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (APR

2015)

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

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

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

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

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

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

3509)).

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

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

__ (5) [Reserved].

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

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

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

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

__ (10) [Reserved].

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

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Con-cerns (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] XX (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)).

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

__ (20) 52.219-16, Liquidated Damages—Subcon-tracting 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).

XX (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)).

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

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