FBO_clauses_FA830716R0035_20160422MASTER.pdf

FA8307-16-R-0035

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0001 21 Each Noun: EVALUATE SLRTI

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA: (SEE ATTACHED SPREADSHEET--CLIN 0001)

SN#: (SEE ATTACHED SPREADSHEET--CLIN 0001)

TRANS#: FX703053624825-27 (SEE ATTACHED SPREADSHEET--

CLIN 0001)

JCN#: 160040038-58 (SEE ATTACHED SPREADSHEET--CLIN 0001)

0002 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA: 30227343

SN#: 31380201

TRANS#: FX703051764876

JCN#: 151830031

0003 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA: 30227199

SN#: 31380202

JCN#: 151830032

0004 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA: 30227200

SN#: 31380203

JCN#: 151830035

0005 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227201

SN#: 31380208

JCN#: 151830034

0006 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227204

SN#: 31380215

JCN#: 151830033

0007 1

Noun: SHIPPING CHARGES-RETURN SLRTI

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227206

SN#: 31380182

TRANS#: FX703051764875

JCN#: 151830026

0008 1

Noun: SHIPPING CHARGES-RETURN SLRTI

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227208

TRANS#: FX703051764875

SN#: 31380196

JCN#: 151830027

0009 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227211

TRANS#: FX703051764875

SN#: 31380197

JCN#: 151830030

0010 1 Lot Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227216

TRANS#: FX703051764875

SN#: 31380198

JCN#: 151830029

0011 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227217

TRANS# FX703051764875

SN#: 31380199

JCN#: 151830028

0012 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227220

TRANS#: FX703051764877

SN#: 31390002

JCN#: 151830036

0013 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227221

TRANS# FX703051764877

SN#: 31390010

JCN#: 151830037

0014 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227222

TRANS# FX703051764877

SN#: 31390015

JCN#: 151830040

0015 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227224

TRANS# FX703051764877

SN#: 31390026

JCN#: 151830039

0016 1

Noun: REPAIR SLRTI COMPLETE SYSTEM

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

RMA#: 30227225

TRANS# FX703051764877

SN#: 31390031

JCN#: 151830038

0017 1

Noun: REPAIR SLRTI

ACRN: U

PSC: J067

NSN: 5855016320210

Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

FSCM: 3UVR3

Part number: 614005655 Descriptive Data:

CLIN 0017 IS AN UNPRICED REPAIR CLIN. Upon completion of the evaluation of the items identified in CLIN 0001, the Contractor shall promptly submit to the Contracting Officer, a work proposal citing all labor and materials required to bring the items to a servicable condition in accordance with the Original Equipment Manufacture (OEMs) specifications and drawings as called out in the attached Statement of Work (SOW). The Contracting Officer will evaluate the proposal and issue a modification to the contract for repair of the items. The Contractor shall make no unauthorized repairs to any items prior to receipt of a fully executed modification document.

RMA: (SEE ATTACHED SPREADSHEET--CLIN 0017)

SN#: (SEE ATTACHED SPREADSHEET--CLIN 0017)

TRANS#: FX703053624825-27 (SEE ATTACHED SPREADSHEET--

CLIN 0017)

JCN#: 160040038-58 (SEE ATTACHED SPREADSHEET--CLIN 0017)

SHIP MARK TRANS

ITEM SUPPLIES SCHEDULE DATA QTY TO FOR PRI DATE

FD7030

WARO

Noun: EVALUATE SLRTI

ACRN: U

Descriptive Data:

FREIGHT COST IS INCLUDED IN THE TOTAL PRICE.

Estimated delivery schedule: 5 each per week starting 2 weeks

ARO.

SHIP TO:

AFLCMC/HNCBW

230 HALL BLVD, SUITE 160 (BLDG 2028, LACKLAND AFB)

SAN ANTONIO TX 78243

MARK FOR:

POC: ELIZABETH A. MARDIS

PHONE: (210) 925-2424

E-MAIL: ELIZABETH.MARDIS@US.AF.MIL

mailto:ELIZABETH.MARDIS@US.AF.MIL

Noun: REPAIR SLRTI COMPLETE SYSTEM

Estimated delivery schedule: 5 each within 75 days and 5 each subsequent 60 days ARO.

AFLCMC/HNCBW

PHONE: (210) 925-2424

0003 1 FD7030 FD7030 3 12 WARO

AFLCMC/HNCBW

PHONE: (210) 925-2424

E-MAIL: ELIZABETH.MARDIS@US.AF.MIL

AFLCMC/HNCBW

0005 1 FD7030 FD7030 3 12 WARO

AFLCMC/HNCBW

PHONE: (210) 925-2424

E-MAIL: ELIZABETH.MARDIS@US.AF.MIL

AFLCMC/HNCBW

PHONE: (210) 925-2424

Noun: SHIPPING CHARGES-RETURN SLRTI

AFLCMC/HNCBW

0008 1 FD7030 FD7030 3 12 WARO

Noun: SHIPPING CHARGES-RETURN SLRTI

AFLCMC/HNCBW

PHONE: (210) 925-2424

E-MAIL: ELIZABETH.MARDIS@US.AF.MIL

AFLCMC/HNCBW

PHONE: (210) 925-2424

AFLCMC/HNCBW

0011 1 FD7030 FD7030 3 12 WARO

AFLCMC/HNCBW

PHONE: (210) 925-2424

E-MAIL: ELIZABETH.MARDIS@US.AF.MIL

AFLCMC/HNCBW

0013 1 FD7030 FD7030 3 12 WARO

AFLCMC/HNCBW

PHONE: (210) 925-2424

E-MAIL: ELIZABETH.MARDIS@US.AF.MIL

AFLCMC/HNCBW

PHONE: (210) 925-2424

AFLCMC/HNCBW

0016 1 FD7030 FD7030 3 12 WARO

AFLCMC/HNCBW

PHONE: (210) 925-2424

E-MAIL: ELIZABETH.MARDIS@US.AF.MIL

ASREQ

Noun: REPAIR SLRTI

AFLCMC/HNCBW

PHONE: (210) 925-2424

ADDENDUM

(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative--

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and contract.

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a

(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(c) If this contract is terminated under paragraph (a) above, the Government is entitled--

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this

(a) Definition. As used in this clause--

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities, which is used as the identification number for Federal Contractors.

“Data Universal Numbering System+4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at subpart 32.11) for the same concern.

“Registered in the System for Award Management (SAM) database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor and government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM database;

(2) The Contractor has completed the Core, Assertions, Representations and

Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The

2. FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (Jul 2013)

1. FAR 52.203-03 GRATUITIES (Apr 1984)

Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

(b) The Contractor is responsible 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.

(c)

(1)

(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—

(A) Change the name in the SAM database;

and

(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 shall provide with the notification sufficient documentation to support he legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph

(c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(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.

(2) 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. 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.

(3) The Contractor shall ensure that the DUNS number is maintained with Dun &

Bradstreet throughout the life of the contract. The Contractor shall communicate any change to the DUNS number to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the DUNS number does not necessarily require a novation be accomplished. Dun & Bradstreet may be contacted—

(i) Via the internet at http://fedgov.dnb.com/webform or if the Contractor does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

Bradstreet office.

(ii) If located outside the United States, by contacting the local Dun and

(d) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.acquisition.gov .

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

52.212-4, Contract Terms and Conditions -- Commercial Items is hereby tailored as follows:

(a) The place of inspection, acceptance, and FOB is DESTINATION .

DESTINATION

(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 discovered; and

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

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

5. FAR 52.212-04 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (May 2015)

4. FAR 52.212-04 ADDENDUM TO CONTRACT TERMS AND CONDITIONS--COMMERCIAL

ITEMS (Dec 2014)

3. FAR 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS (Dec 2014) http://fedgov.dnb.com/webform http://www.acquisition.gov/

(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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

order number;

(iii) Contract number, contract line item number and, if applicable, the of the items delivered;

(iv) Description, quantity, unit of measure, unit price and extended price

(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;

defective invoice; and

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

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

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

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

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

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

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

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

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the

Government that have been delivered to the delivery destinations set forth in this contract.

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

(3) Electronic Funds Transfer (EFT). If the Government makes payment by

EFT, see 52.212-5(b) for the appropriate EFT clause.

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

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

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

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

applicable;

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

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

(D) Contractor point of contact.

Contracting Officer.

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

(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 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.

required by 33.211 if—

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

(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— from the Contractor;

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

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

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

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

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

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

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

duties.

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

(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

(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:

(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.

(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.

http://www.acquisition.gov/

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

(Nov 2015)

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

(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:

(1) 52.203-06, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(9) 52.209-09, Updates of Publicly Available Information Regaring Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

637 (d)(2) and (3)).

(16) 52.219-08, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C.

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

(25) 52.222-03, Convict Labor (June 2003)(E.O. 11755).

(26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (FEB 2016) (E.O. 13126).

(27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

(29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

U.S.C. 793).

(30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29

4212).

(31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C.

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

6. FAR 52.212-05 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (Mar 2016)

(40) 52.223-18, Encouraging Contractor Policies To Ban Text Messaging While Driving (Aug 2011).

U.S.C. 3301 note).

(43) 52.225-05, Trade Agreements (FEB 2016) (19 U.S.C. 2501, et seq., 19

(44) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.o.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(50) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Jul 2013) (31 U.S.C. 3332).

(52) 52.232-36, Payment by Third Party (May 2014)(31 U.S.C. 3332).

(33) (i) 52.222-50 Combating Trafficking in Persons (Mar 2015) (22 U.S.C.

Chapter 78 and E.O. 13627)

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

13495)

(1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O.

U.S.C.5112(p)(1)).

(10) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 chapter 67).

(2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C.

(3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014)(29 U.S.C. 206 and 41 U.S.C. chapter 67).

Employee Class Monetary Wage - Fringe Benefits GS-0856, Elect Technican, wage equals $26.39 and fringe equals 16.18%

(5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014)(29 U.S.C. 206 and 41 U.S.C. chapter 67).

(E.O. 13658).

(8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015)

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

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

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

2015) (41 U.S.C. 3509).

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct

(ii) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O.

13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

(iv) 52.221-21, Prohibition of Segregated Facilities (Apr 2015).

(v) 52.222-26, Equal Opportunity (APR 2015) (E.O. 11246).

4212).

(vi) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C.

(29 U.S.C. 793).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014)

U.S.C. 4212)

(viii) 52.222-37, Employment Reports on Veterans (FEB 2016) (38

(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

chapter 67).

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

(xi) (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. Chapter 78 and E.O. 13627).

78 and E.O. 13627).

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. Chapter

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

(xiii) 52.222-53, Exemption from Application of the Service Contract

Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67)

(xiv) 52.222-54, Employment Eligibility Verification (Oct 2015).

2015) (E.O. 13658).

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC

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

(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit

Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph

(e) of FAR clause 52.226-6.

(xviii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial

Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

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

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

(b) The Contractor requests it and the amount due on the deliveries is at least $1,000 or

50 percent of the total contract price.

(a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 6305 (hereafter referred to as the "the Act"), may assign its rights to be paid amounts due or to become due as a result of the performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency. The assignee under such an assignment may thereafter further assign or reassign its right under the original assignment to any type of financing institution described in the preceding sentence.

(b) Any assignment or reassignment authorized under the Act and this clause shall cover all unpaid amounts payable under this contract, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in the financing of this contract.

8. FAR 52.232-23 ASSIGNMENT OF CLAIMS (May 2014)

7. FAR 52.232-01 PAYMENTS (Apr 1984)

(c) The Contractor shall not furnish or disclose to any assignee under this contract any classified document (including this contract) or information related to work under this contract until the Contracting Officer authorizes such action in writing.

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

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

(2) 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.

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

(b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulation and procedures.

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

(a) This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

(b) Except as provided in 41 U.S.C. chapter 71, all disputes arising under or relating to this contract shall be resolved under this clause.

(c) “Claim,” as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment

11. FAR 52.233-01 DISPUTES (May 2014)

10. FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (Dec 2013)

9. FAR 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (Jun 2013) of money exceeding $100,000 is not a claim under 41 U.S.C. chapter 71 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C. chapter 71. The submission may be converted to a claim under 41 U.S.C.

chapter 71, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

(d)

(1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer.

(2)

(i) The contractor shall provide the certification specified in paragraph

(d)(2)(iii) of this clause when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor.”

(3) The certification may be executed by any person authorized to bind the

Contractor with respect to the claim.

(e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The Contracting Officer’s decision shall be final unless the Contractor appeals or files a suit as provided in 41 U.S.C. chapter 71.

(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternate dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer.

(h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

United States law will apply to resolve any claim of breach of this contract.

(a) The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

(1) Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Government in accordance with the drawings, designs, or specifications.

(2) Method of shipment or packing.

(3) Place of delivery.

(b) If any such change causes an increase or decrease in the cost of, or the time required for, performance…