RFQ_Solicitation_FAR_Appraisal_throughout_R10.pdf

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General Services Administration Northwest/Arctic Region Public Building Service

400 15th St SW Auburn, WA 98001

REQUEST FOR QUOTATION (RFQ)

SOLICITATION NUMBER: EQ10PPT-1-16-5001~5003

FAIR ANNUAL RENT (FAR) APPRAISAL THROUGHOUT REGION 10

ISSUE DATE: June 16, 2016

Your firm is invited to submit a quote for a Fair Annual Rent (FAR) Appraisal throughout Region 10 located in WA, OR and ID in accordance with the Performance Work Statement (PWS).

This acquisition is being conducted pursuant to the Federal Acquisition Regulation (FAR) Parts 12 and 13, Simplified Acquisition Procedures, and supplemental GSA guidelines.

Appraisers must be State Certified or Licensed in the State where the appraisal is to be performed.

Please provide a copy of your Certification/Licensure in your quote package.

Your quote is due on June 23, 2016 at 2:00 pm (Pacific Standard Time). Please submit your quote and direct all inquiries to the following contact:

Primary Contact: Larissa Ortmann, Contract Specialist

GSA - Public Buildings Service 400 15th St SW, Auburn, WA 98001 larissa.ortmann@gsa.gov (253) 931-7508

Secondary Contact: Heather Bowden, Contracting Officer GSA - Public Buildings Service

400 15th St SW, Auburn, WA 98001 heather.bowden@gsa.gov (253) 931-7212

**This acquisition is a total 100% Small Business Set-Aside**

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quote is being requested and a written solicitation will not be issued.

ACQUISITION MILESTONES/SCHEDULE (Estimated – Subject to Change) 06/16/2016 RFQ Issued 06/21/2016 Cut-off Date for Questions 06/23/2016 Technical Information and Price Quote Due 06/24/2016 Review of Quotes Complete 07/01/2016 Contract Award/ Notice to Proceed and

Schedule Post Award Meeting TBD at Post Award Draft Appraisal Report Due TBD at Post Award Final Appraisal Report Due mailto:larissa.ortmann@gsa.gov mailto:heather.bowden@gsa.gov

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TABLE OF CONTENTS

SECTION CONTENT

1.0 Instructions

2.0 Technical Information Requirements

3.0 Price Information Requirements

4.0 Communication and Revisions

5.0 Security Requirements

6.0 Terms and Conditions

List of Attachment(s):

• Request for Quotation (SF 18)

• Quote Pricing Sheet

• Performance Work Statement (PWS)

• General Instructions for FAR Appraisals

• FAR Appraisal Report 2019 Template

• FAR Contractor Instructions

• FAR Contractor Tools v6.74

• FAR2019 R10 FAR List of Buildings

• Fy2019 Consolidated Statement of Work

• Wage Determination(s)

• GSA PBS Order 3490.2

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1.0 Instructions

This is a Request for Quote (RFQ) to provide General Services Administration (GSA) with FAR Appraisal Report (FAR) throughout Region 10 located in WA, OR and ID as outlined in the Performance Work Statement (PWS).

1.1 The period for government acceptance of the quote is 90 days following the RFQ due date.

1.2 These services are being procured as a competitive GSA Schedule procurement using procedures, as authorized by part 8 of the Federal Acquisition Regulation (FAR) and the General Service Administration Acquisition Manual (GSAM) located at:

http://www.arnet.gov/far and http://www.arnet.gov/GSAM/gsam.html. This solicitation will result in the award of a firm fixed price task order.

1.3 The Government reserves the right to award single or multiple award(s) to the

Offeror(s) providing the best overall value for each specific facility group in accordance with FAR 52.216-27.

1.4 This request for quote does not commit the Government to award a contract or to pay any costs incurred in technical information and quote preparation.

1.5 The government will evaluate the quality and extent of the offeror’s experience relevant to the requirements of this RFQ. The government reserves the right to consider other sources of information such as current and past procurements, other federal agency contracts, commercial sources, and the Past Performance Information Retrieval System (PPIRS). The http://www.arnet.gov/far http://www.arnet.gov/GSAM/gsam.html

RFQ EQ10PPT-1-16-5001~5003 Page 4 of 53 evaluation of past performance information will take into account past performance information regarding predecessor companies, key personnel who have relevant experience, or subcontractors that will perform major or critical aspects of the requirements, when such information is relevant to the acquisition.

1.6 Technical Information will be evaluated separately from the price quote by a technical team and should be clearly labeled as the “Technical Information”. Price shall not be discussed in the technical information package.

1.7 Interested firms are cautioned to submit adequate and sufficient information to enable the

Government to fully ascertain its capability to perform all of the requirements of this acquisition. The data submitted with each proposal should be complete and concise, but not overly elaborate.

1.8 The Government may make a final determination as to whether the offeror’s price quote and technical package are acceptable or unacceptable solely on the basis of the initial quote as submitted. Accordingly, offerors are advised to submit initial quote packages that are fully and clearly acceptable without additional information. Offers which do not present sufficient information to permit a complete technical evaluation by the Government may be determined to be technically unacceptable.

1.9 Whenever, the words “offer,” “proposal,” “offerors,” or similar terms are used in this solicitation, they shall be read to mean “quotation,” “quoter,” or similar corresponding term to reflect that this solicitation is a request for quotation (RFQ) and not a request for proposal (RFP), or an invitation for bids (IFB).

1.10 System for Award Management (SAM). In order to receive contract award, offeror must be registered/certified in SAM prior to award, have no active exclusions, and completed on-line representation and certifications. SAM can be accessed at:

https://www.sam.gov/portal/public/SAM/.

2.0 Technical Information Requirements

2.1 Submit your Technical Information to the GSA Contract Specialist, Larissa Ortmann via email at larissa.ortmann@gsa.gov, no later than June 23, 2016 at 2:00 PM (Pacific Daylight Time).

The Offeror’s name, address, phone number, email address, date of submission, RFQ number, company CAGE Code and DUNS number shall appear on the cover letter to be evaluated.

2.2 The Offeror shall submit their written technical information and price quote with the following table of contents:

a. Cover Letter (one page) – Shall include Offeror’s name, address, phone number, and email address as well as a statement providing: SAM Registered/Certified (include DUNS and CAGE Code), No Active Exclusions, and Provisions/Clauses completed (do not send SAM record).

b. Submitted quotation Schedule of Prices – Provide pricing for each location as outlined on the Quote Pricing Sheet. Provide total pricing for the entire offer. The contents of the price quotation shall include a full breakdown of all applicable costs and shall include labor category, hourly rate and proposed number of hours.

https://www.sam.gov/portal/public/SAM/

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c. Lump sum price, which shows the total pricing with all associated costs (travel cost, appraisal fee, and temporary Oregon licensing fee – if applicable) shown separately.

d. Technical Capability Documentations (no more than three pages – not including certificate/license).

e. Similar Project Information Sheet (two appraisal projects within last 3 years).

f. Each team member providing services must provide verification of certificate/license for the State that the subject property is located.

2.3 Evaluation Factors

Evaluation Factor 1 – Technical capability to meet the Government’s Requirement

a. The term “technical,” as used herein, refers to non-price factors other than past performance. More than one “technical” factor can be used and titled to match the specific evaluation criteria appropriate for the RFQ. The purpose of the technical factor is to assess whether the offer will satisfy the Government’s minimum requirements.

b. Provide (limited to three pages) a written narrative describing:

1. The Offeror shall “confirm that they understand the complexity and nature of the requirement, and are fully capable of providing the contracted service.”

2. Provide detailed technical approach to accomplish FAR Appraisal service in accordance with the PWS and the strategy for completing the reports within the project limits.

3. Identify key team members and subcontractors- if applicable proposed for this specific project along with their role in the project, demonstrating an acceptable understanding of project’s responsibilities and requirements.

4. Listing of same/similar projects accomplished within the last three (3) years. List to include Delivery Order (DO) Number, Agency, and Government Point of Contact (phone number and email address).

5. The Offeror shall confirm that they have the personnel and financial capability/capacity to perform the contract in accordance with FAR 52.219-14 -- Limitations on Subcontracting. Specifically addressing “(c) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for --(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.”

c. Technical capability will be rated on an “acceptable” or “unacceptable” basis using the ratings in

Table A-1:

Table A-1. Technical Acceptable/Unacceptable Ratings Rating Description

Acceptable Quote clearly meets the minimum requirements of the solicitation. An acceptable quote must be able to meet all the specifications listed on the PWS, must be able to meet the delivery date, and certify to the technical capability described in this solicitation.

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Unacceptable

Quote does not clearly meet the minimum requirements of the solicitation. An unacceptable quote is defined as the one that doesn’t meet any of the specification listed on PWS, inability to meet the delivery date, and failure to certify to the technical capability described in this solicitation.

Evaluation Factor 2 – Present/Past Performance

a. Description: This factor considers the relative merits of Offeror’s team’s past performance, within the last three (3) years, on similar projects and the ability to provide quality services in a timely and professional fashion as that set forth in the PWS. It provides an assessment of the government’s degree of confidence in the Offeror’s ability to perform the requirements of the solicitation. The Offeror may rely on its own experience or that of its joint venture partner(s) and/or subcontractor(s) that will perform major or critical aspects of the requirement to demonstrate the following:

1. Ability to provide quality product or service

2. Responsiveness and ability to meet performance timelines

3. Ability to successfully manage costs and project budgets

4. Effective management/business relations to include effective key personnel, effective coordination, and effective interaction of team members and third party agencies

5. Overall Customer Satisfaction

b. Submittal Requirement: The Offeror shall provide a minimum of two and a maximum of four references who can verify the Offeror’s present/past performance. The Government may also consider any additional present/past performance information that is available.

1. The Offeror’s Team shall provide the reference data/information on present/past relevant projects similar in type, scope and complexity (e.g. Owner’s Representative’s name who can verify that your team completed the work, title, telephone phone number, e-mail address, and project title/description, date complete). If the projects were evaluated by the Federal Government, the Offeror’s Team shall provide CCASS, ACASS, CPARS, PPIRS report card information (copies of report cards should be provided, but contract or task order, or purchase order numbers are acceptable, as well the Company name and Data Universal Numbering System (DUNS) number).

I. Project title;

II. Location;

III. Contract Award Date;

IV. Date of Substantial Completion;

V. Size refers to the dollar amount of contract at award;

VI. Scope refers to the type of work performed (e.g., repairs; painting; re-striping;

roofing, etc.); and VII. Complexity refers to the difficulty of the scope.

2. The Offeror shall provide the DUNS number for the Offeror’s Team (prime and any subcontractors that would be performing work for this project).

3. The present/past performance assessment will also be evaluated using information gleaned from the references provided by the Offeror, as well as any other information available to the Government to include, but not limited to the Past Performance Information Retrieval System (PPIRS) and Federal Awardee Performance and Integrity Information System

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(FAPIIS). If an Offeror receives/received below a ‘satisfactory’ from any references, Provided Reference, PPIRS, and/or FAPIIS, the Offeror will receive and ‘unacceptable’ rating and will no longer be considered for award. Note: Offerors are reminded that, while the Government may elect to consider data obtained from other sources, the burden of providing thorough and complete performance information rests with the Offeror.

Table A-2. Present/Past Performance Evaluation Ratings

Rating Description

Acceptable

Based on the Offeror’s past performance record, the Government has a reasonable expectation that the Offeror will successfully perform the required effort, or the Offeror’s performance record is unknown. Offeror must receive an overall satisfactory on the project review for acceptability. (See note below).

Unacceptable Based on the Offeror’s performance record, the Government has no reasonable expectation that the Offeror will be able to successfully perform the required effort.

Note: In the case of an Offeror without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably assigned, the Offeror may not be evaluated favorably or unfavorably on past performance (see FAR 15.305 (a)(2)(iv)). Therefore, the Offeror shall be determined to have unknown past performance. In the context of acceptability/unacceptability, “unknown” shall be considered “acceptable.”

Evaluation Factor 3 – Price

Price will not be rated. Submit pricing for all Contract Line Item Numbers (CLINs). Provide total pricing for the entire offer. Ensure to include a breakout of overall pricing (i.e. cost for appraisal, travel, etc.).

Price will be evaluated using various price analysis techniques and the total price, which is the sum of the prices for all the CLINs of this solicitation.

This solicitation will be evaluated using the methodology of Lowest Price Technically Acceptable (LPTA). The award will be made to the Offeror that receives the following rating:

Factor 1 – Technical Capability = Acceptable Factor 2 – Past Performances = Acceptable Factor 3 – Price - Lowest priced offer after successful Factors 1-2 evaluations

3.0 Price Information Requirements

3.1 Submit your quote no later than June 23, 2016 at 2:00 PM Pacific Daylight Time. Please submit your quote and direct all inquiries to the GSA Contract Specialist, Larissa Ortmann, via email larissa.ortmann@gsa.gov.

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3.2 The contents of the price quote shall include a breakdown of lump sum prices which shows the total level of effort is indicated in the CLIN description.

3.3 Price will be evaluated using various price analysis techniques.

3.4 Total Price: The total price is the sum of the prices for all the Contract Line Items (CLINs) of this solicitation.

3.5 Award will be made to the lowest priced technically acceptable Offeror provided its price is determined to be fair and reasonable by the Contracting Officer (CO).

4.0 Communication and Revisions

4.1 Contractors are cautioned to submit sufficient information and in the format specified in the instructions. Contractors may be asked to clarify certain aspects of their quote (for example, the relevance of past performance information) or respond to adverse past performance information to which the Contractor has not previously had an opportunity to respond.

Communications may be conducted to resolve minor or clerical errors and the Government reserves the right to award a contract without the opportunity for quote revision.

4.2 The Government intends to award based on initial offers, but may conduct discussions if necessary. If discussions are conducted, the means and methods (e.g., in person, telephonic, written) will be determined by the CO. This may result in a request for revised price. If final price revisions will be required for award determination, at the direction of the CO, the Offeror shall then submit its Final Price Revision (FPR) for evaluation.

ADDITIONAL INFORMATION FOR YOUR CONSIDERATION

Declining to Submit a Quote:

In the event that your company declines to submit a quotation, please communicate to the Contract Specialist that you will not be submitting a quote and the reason(s) why, prior to the due date for responses to this RFQ.

Questions Concerning this RFQ:

Any questions concerning this RFQ must be submitted via e-mail to the below individual(s) by June 21, 2016 at 2:00pm.

Larissa Ortmann, Contract Specialist Email – larissa.ortmann@gsa.gov

Heather Bowden, Contracting Officer Email – heather.bowden@gsa.gov

Thank you for your interest in this GSA requirement.

mailto:heather.bowden@gsa.gov

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5.0 Security Requirements

See the attached GSA Policy regarding security requirements and the Contractor’s responsibilities.

Dissemination of sensitive but unclassified paper and electronic building information shall be made on a “need to know” basis in accordance with GSA Order PBS P 3490.2, a copy is attached.

6.0 Terms and Conditions

52.204-16 --Commercial and Government Entity Code Reporting (Jul 2015)

(a) Definition. As used in this provision—

“Commercial and Government (CAGE) code” means--

(1) An identified assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Contractor and Government Entity (CAGE) Branch to identify a commercial or Government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Contractor and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as an NCAGE code.

(b) The Offeror shall enter its CAGE code in its offer with its name and address or otherwise include it prominently in its proposal. The CAGE code entered must be for that name and address. Enter “CAGE” before the number. The CAGE code is required prior to award.

(c) CAGE codes may be obtained via –

(1) Registration in the system for Award management (SAM) at www.sam.gov. If the Offeror is located in the United States or its outlying areas and does not already have a CAGE code assigned, the DLA Contractor and Government Entity (CAGE) Branch will assign a CAGE code as a part of the SAM registration process. SAM registrants located outside the United States and its outlying areas shall obtain a NCAGE code prior to registration in SAM (see paragraph (c)(3) of this provision).

(2) The DLA Contractor and Government Entity (CAGE) Branch. If registration in SAM is not required for the subject procurement, and the offeror does not otherwise register in SAM, an offeror located in the United States or its outlying areas may request that a CAGE code be assigned by submitting a request at http://www.dlis.dla.mil/cage_welcome.asp.

(3) The appropriate country codification bureau. Entities located outside the United States and its outlying areas may obtain an NCAGE code by contacting the Codification Bureau in the foreign entity’s country if that country is a member of NATO or a sponsored nation. NCAGE codes may be obtained from the NSPA if the foreign entity’s country is not a member of NATO or a sponsored nation. Points of contact for codification bureaus and NSPA, as well as http://www.sam.gov/ http://www.dlis.dla.mil/cage_welcome.asp

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(d) Additional guidance for establishing and maintaining CAGE codes is available at http://www.dlis.dla.mil/cage_welcome.asp.

(e) When a CAGE Code is required for the immediate owner and/or the highest-level owner by 52.204- 17 or 52.212-3(p), the Offeror shall obtain the respective CAGE Code from that entity to supply the CAGE Code to the Government.

(f) Do not delay submission of the offer pending receipt of a CAGE code.

(End of provision)

52.204-18 Commercial and Government Entity Code Maintenance (Jul 2015)

(a) Definition. As used in this clause—

“Commercial and government Entity (CAGE)” means—

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Contractor and Government Entity (CAGE) Branch to identify a commercial or Government entity, or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Contractor and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as the NCAGE code.

(b) Contractors shall ensure that the CAGE code is maintained throughout the life of the contract. For contractors registered in the System for Award Management (SAM), the DLA Contractor and Government Entity (CAGE) Branch shall only modify data received from SAM in the CAGE master file if the contractor initiates those changes via update of its SAM registration. Contractors undergoing a novation or change-of-name agreement shall notify the contracting officer in accordance with subpart

42.12. The contractor shall communicate any change to the CAGE code to the contracting officer within 30 days after the change, so that a modification can be issued to update the CAGE code on the contract.

(c) Contractors located in the United States or its outlying areas that are not registered in SAM shall submit written change requests to the DLA Contractor and Government Entity (CAGE) Branch.

Requests for changes shall be provided on a DD Form 2051, Request for Assignment of a Commercial and Government Entity (CAGE) Code, to the address shown on the back of the DD Form 2051.

Change requests to the CAGE master file are accepted from the entity identified by the code.

(d) Contractors located outside the United States and its outlying areas that are not registered in SAM shall contact the appropriate National Codification Bureau or NSPA to request CAGE changes. Points of contact for National Codification Bureaus and NSPA, as well as additional information on obtaining NCAGE codes, are available at http://www.dlis.dla.mil/nato/ObtainCAGE.asp.

http://www.dlis.dla.mil/nato/ObtainCAGE.asp http://www.dlis.dla.mil/nato/ObtainCAGE.asp

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(e) Additional guidance for maintaining CAGE codes is available at http://www.dlis.dla.mil/cage_welcome.asp.

(End of Clause)

52.209-5 -- Certification Regarding Responsibility Matters (Oct 2015)

(a)

(1) The Offeror certifies, to the best of its knowledge and belief, that --

(i) The Offeror and/or any of its Principals --

(A) Are [_] are not [_] presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have [_] have not [_], within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks “have”, the offeror shall also see 52.209-7, if included in this solicitation); and

(C) Are [_] are not [_] presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision; and

(D) Have [_], have not [_], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

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(2) Examples.

(i) The taxpayer has received a statutory notice of deficiency, under I.R.C. §6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. §6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. §6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has [[_] has not [_], within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) “Principal,” for the purposes of this certification, means an officer; director; owner; partner; or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001, Title 18, United States Code.

(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in

RFQ EQ10PPT-1-16-5001~5003 Page 13 of 53 connection with a determination of the Offeror’s responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

(End of Provision)

52.212-4 -- Contract Terms and Conditions -- Commercial Items (May 2015)

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

If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

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

and

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

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

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

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

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

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(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.

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(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.

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

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

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

33.211 if—

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

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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(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.

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(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

(2)

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

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(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

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

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

(u) Unauthorized Obligations.

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

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

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

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

https://www.acquisition.gov/

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

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

(End of Clause)

Alternate I (May 2014) When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent.