FA860418R1010_added_CO_clauses.pdf

SF1449 CONTINUATION

FA8604-18-R-1010

ITEM SUPPLIES OR SERVICES

Qty Purch Unit

Unit Price Total Item Amount

Bldg 20023 Digital Repeater

0001 1 Lot

Noun: BLDG 20023 DIGITAL REPEATER SYSTEM

ACRN: AA

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

Building 20023 Multi-Carrier Digital Repeater System IAW Required Infrastructure Requirements - with standard Warranty & 1 year Maintenance service agreement

CLIN 0001 Maintenance Option

0002 OPTION CLIN (supply) Noun: 2019-2020 MAINTENANCE FOR CLIN 0001

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2019 -2020) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully operational at a maximum of 48 hours after request. The vendor shall propose this maintenance agreement as an OPTION CLIN.

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

0003 OPTION CLIN (supply)

Noun: 2020-2021 MAINTENANCE FOR CLIN 0001

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2020-2021) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

0004 OPTION CLIN (supply) Noun: 2021-2022 MAINTENANCE FOR CLIN 0001

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2021 -2022) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

Noun: 2022-2023 MAINTENANCE FOR CLIN 0001

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2022 -2023) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

Bldg 20045, 20145, 20146 Digital Repater

1001 OPTION CLIN (supply) Noun: BLDGS 20045, 20145, 20146 DIGITAL REPATER

SYSTEM

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

Multi-Carrier Digital Repeater System IAW Statement Of Work- with standard Warranty & 1 year Maintenance Service Agreement for the following buildings: 20045 (approx.

138,676 sq. feet), 20145 (approx. 70,089 sq. feet), 20146 (approx. 70,563 sq. feet)

CLIN 1001 Maintenance Option

1002 OPTION CLIN (supply) Noun: 2019-2020 MAINTENANCE FOR CLIN 1001

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2019-2020) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

1003 OPTION CLIN (supply)

Noun: 2020-2021 MAINTENANCE FOR CLIN 1001

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2020-2021) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

1004 OPTION CLIN (supply) Noun: 2021-2022 MAINTENANCE FOR CLIN 1001

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2021-2022) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

1005 OPTION CLIN (supply)

Noun: 2022-2023 MAINTENANCE FOR CLIN 1001

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2022-2023) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

Bldgs 20018, 21600, 21601, 21603 + 4 Addtl

2001 OPTION CLIN (supply) Noun: BLDGS 20018, 21600, 21601, 21603, 21604, 21609, 21610, 21611 REPEATER SYSTEM

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

BLDGS 20018, 21600, 21601, 21603, 21604, 21609, 21610 & 21611 Multi-Carrier Digital Repeater System IAW Required Infrastructure Requirements - with standard Warranty & 1 year Maintenance service agreement

CLIN 2001 Maintenance Option

2002 OPTION CLIN (supply)

Noun: 2020-2021 MAINTENANCE FOR CLIN 2001

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2020-2021) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

2003 OPTION CLIN (supply)

Noun: 2021-2022 MAINTENANCE FOR CLIN 2001

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2021-2022) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

2004 OPTION CLIN (supply) Noun: 2022-2023 MAINTENANCE FOR CLIN 2001

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2022-2023) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

Bldg 2490 Digital Repeater System

Noun: BLDG 2490 DIGITAL REPEATER SYSTEM

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

Building 2490 Multi-Carrier Digital Repeater System IAW Required Infrastructure Requirements - with standard Warranty & 1 year Maintenance service agreement

CLIN 3001 Maintenance Option

3002 OPTION CLIN (supply)

Noun: 2021-2022 MAINTENANCE FOR CLIN 3001

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2021-2022) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

CLIN 3001 Maintenance Option

3003 OPTION CLIN (supply) Noun: 2022-2023 MAINTENANCE FOR CLIN 3001

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2022-2023) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

Bldgs 21621, 21622, 21624 Digital Repeater

4001 OPTION CLIN (supply)

Noun: BLDGS 21621, 21622 & 21624 DIGITAL REPEATER

SYSTEM

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

Multi-Carrier Digital Repeater System IAW Required Infrastructure Requirements - with standard Warranty & 1 year Maintenance Service Agreement for the following buildings:

21621 (approx. 19,043 sq. feet), 21622 (approx. 72,028 sq. feet) 21624 (approx. 5,569 sq.

feet)

CLIN 4001 Maintenance Option

4002 OPTION CLIN (supply) Noun: 2021-2022 MAINTENANCE FOR CLIN 4001

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

1 Year maintenance agreement (anticipated coverage from 2021-2022) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

CLIN 4001 Maintenance Option

4003 OPTION CLIN (supply)

Noun: 2022-2023 MAINTENANCE FOR CLIN 4001

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2022-2023) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

Bldgs 20026, 20027 & 7 Addtl Repeater Sys

5001 OPTION CLIN (supply)

Noun: BLDGS 20026, 20027, 21400, 21401, 21402, 21500 &

3 ADDTL DIGITAL REPEATER

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

Multi-Carrier Digital Repeater System IAW Required Infrastructure Requirements - with standard Warranty & 1 year Maintenance Service Agreement for the following buildings:

20026 (approx. 24,919 sq. feet), 20027 (approx. 8,527 sq. feet) 21400 (approx. 14,462 sq.

feet), 21401 (approx. 14,782 sq. feet), 21402 (approx.. 24,981 sq. feet), 21500 (approx.

39,023 sq. feet), 21501 (approx. 24,042 sq feet), 21502 (approx. 24,598 sq. feet), 21503 (approx. 15,169 sq feet)

CLIN 5001 Maintenance Option

5002 OPTION CLIN (supply) Noun: 2021-2022 MAINTENANCE FOR CLIN 5001

PSC: 5895

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2021-2022) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

CLIN 5001 Maintenance Option

5003 OPTION CLIN (supply)

Noun: 2022-2023 MAINTENANCE FOR CLIN 5001

NSN: N - Not Applicable Contract type: J - FIRM FIXED PRICE Inspection: DESTINATION Acceptance: DESTINATION

FOB: DESTINATION

Descriptive Data:

1 Year maintenance agreement (anticipated coverage from 2022-2023) that shall commence upon exercising of this option. Maintenance shall provide on-site diagnosis, troubleshooting, repair and support, as needed, with a maximum response time within 24 hours of customer request and making the system fully

SHIP MARK TRANS

ITEM SUPPLIES SCHEDULE DATA QTY TO FOR PRI DATE

0001 1 F4FRQO F4FRQO 180 DARO

Noun: BLDG 20023 DIGITAL REPEATER SYSTEM

ACRN: AA

Descriptive Data:

Delivery Address:

POC: Douglas Berger Address: 2130 8th Street Wright Patterson AFB, OH 45433

Obligation ACRN Appropriation/Lmt Subhead/Supplemental Accounting Data Amount

AA

57 73600 297 RLQE 6206WP 6TRQXC 63730 62203F 503000 F03000

J7X171

JON: M18306WP

1. FAR 52.202-01 DEFINITIONS (Nov 2013)

When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR

2.101 in effect at the time the solicitation was issued, unless--

(a) The solicitation, or amended solicitation, provides a different definition;

(b) The contracting parties agree to a different definition;

(c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

(d) The word or term is defined in FAR Part 31, for use in the cost principles and procedures.

2. FAR 52.203-03 GRATUITIES (Apr 1984)

(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

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

(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

3. FAR 52.203-07 ANTI-KICKBACK PROCEDURES (May 2014)

(a) Definitions.

"Kickback," as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a subcontract relating to a prime contract.

"Person," as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual.

"Prime contract," as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind.

"Prime Contractor" as used in this clause, means a person who has entered into a prime contract with the United States.

"Prime Contractor employee," as used in this clause, means any officer, partner, employee, or agent or a prime Contractor.

"Subcontract," as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract.

"Subcontractor," as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and

(2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor.

"Subcontractor employee," as used in this clause, means any officer, partner, employee, or agent of a subcontractor.

(b) 41 U.S.C. chapter 87, Kickbacks, prohibits any person from--

(1) Providing or attempting to provide or offering to provide any kickback;

(2) Soliciting, accepting, or attempting to accept any kickback; or

(3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor.

(c) (1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operations and direct business relationships.

(2) When the Contractor has reasonable grounds to believe that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly report in writing the possible violation. Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Attorney General.

(3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause.

(4) The Contracting Officer may (i) offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii) direct that the Prime Contractor withhold from sums owed a subcontractor under the prime contract the amount of the kickback. The Contracting Officer may order that monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause. In either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld.

(5) The Contractor agrees to incorporate the substance of this clause, including subparagraph (c)(5) but excepting subparagraph (c)(1), in all subcontracts under this contract which exceed $150,000.

(a) If the Government receives information that a contractor or a person has violated 41 U.S.C. 2102-2104, Restriction on Obtaining and Disclosing Certain Information, the Government may--

(1) Cancel the solicitation, if the contract has not yet been awarded or issued; or

(2) Rescind the contract with respect to which--

(i) The Contractor or someone acting for the Contractor has been convicted for an offense where the conduct violates 41 U.S.C. 2102 for the purpose of either--

(A) Exchanging the information covered by such subsections for anything of value; or

(B) Obtaining or giving anyone a competitive advantage in the award of a Federal agency procurement contract; or

(ii) The head of the contracting activity has determined, based upon a preponderance of the evidence, that the Contractor or someone acting for the Contractor has engaged in conduct punishable under 41 U.S.C. 2105(a).

(b) If the Government rescinds the contract under paragraph (a) of this clause, the

Government is entitled to recover, in addition to any penalty prescribed by law, the amount expended under the contract.

(c) The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law, regulation, or under this

(a) The Government, at its election, may reduce the price of a fixed-price type contract and the total cost and fee under a cost-type contract by the amount of profit or fee determined as set forth in paragraph (b) of this clause if the head of the contracting activity or designee determines that there was a violation of 41 U.S.C. 2102 or 2103, as implemented in section 3.104 of the Federal Acquisition Regulation.

(b) The price or fee reduction referred to in paragraph (a) of this clause shall be--

(1) For cost-plus-fixed-fee contracts, the amount of the fee specified in the contract at the time of award;

(2) For cost-plus-incentive-fee contracts, the target fee specified in the contract at the time of award, notwithstanding any minimum fee or "fee floor" specified in the contract;

(3) For cost-plus-award-fee contracts--

4. FAR 52.203-08 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY (May 2014)

5. FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY

(May 2014)

(i) The base fee established in the contract at the time of contract award;

(ii) If no base fee is specified in the contract, 30 percent of the amount of each award fee otherwise payable to the Contractor for each award fee evaluation period or at each award fee determination point.

(4) For fixed-price-incentive contracts, the Government may--

(i) Reduce the contract target price and contract target profit both by an amount equal to the initial target profit specified in the contract at the time of contract award; or

(ii) If an immediate adjustment to the contract target price and contract target profit would have a significant adverse impact on the incentive price revision relationship under the contract, or adversely affect the contract financing provisions, the Contracting Officer may defer such adjustment until establishment of the total final price of the contract. The total final price established in accordance with the incentive price revision provisions of the contract shall be reduced by an amount equal to the initial target profit specified in the contract at the time of contract award and such reduced price shall be the total final contract price.

(5) For firm-fixed-price contracts, by 10 percent of the initial contract price or a profit amount determined by the Contracting Officer from records or documents in existence prior to the date of the contract award.

(c) The Government may, at its election, reduce a prime contractor's price or fee in accordance with the procedures of paragraph (b) of this clause for violations of the statute by its subcontractors by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was first definitively priced.

(d) In addition to the remedies in paragraphs (a) and (c) of this clause, the Government may terminate this contract for default. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this contract.

(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

6. FAR 52.212-04 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (Jan 2017) commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.

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

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

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

Contracting Officer.

(6) Interest.

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

(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

(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.

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

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

Destination

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

ITEMS (Dec 2014) 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:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuring Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C 3553).

(5) 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).

(8) 52.209-06, Protecting The Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed For Debarment (Oct 2015) (31 U.S.C. 6101 note).

(14) (i) 52.219-6, Notice Of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

(19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C.

637(a)(14)).

(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 (JAN 2018) (E.O. 13126).

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

(28) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

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

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (Jul 2018)

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

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

4212).

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

(42) 52.223-18, Encouraging Contractor Policies To Ban Text Messaging While Driving (Aug 2011).

(55) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Jul 2013) (31 U.S.C. 3332).

(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:

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

(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—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and

Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (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.

(v) 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.

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

(vii) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

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

4212).

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

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

4212)

(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.

(xii) 52.222-41, Service Contract Labor Standards (May 2014), (41 U.S.C. chapter 67).

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

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. Chapter 78 and E.O. 13627).

(xiv) 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.)

(xv) 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)

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

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658).

(xviii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan

2017) (E.O. 13706).

(xix) (A) 52.224-3, Privacy Act Training (Jan 2017) (5 U.S.C.

552a).

(B) Alternate I (Jan 2017) of 52.224-3.

(xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xxi) 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.

(xxii) 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 may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 7 days of contract expiration .

Delivery of added items shall continue at the same rate that…