RFQ_Attachment_A_OM.pdf

Attachment A

INSTRUCTION TO VENDORS

A discounted firm-fixed priced quotation and technical quotation package shall be submitted by 2:00 PM EDT, Thursday, April 30, 2015. Quotations shall be submitted via email to acastro@usgs.gov. Faxed or emailed quotations will not be accepted. Vendor shall supply the USGS with a thorough quotation package demonstrating how they meet all requirements within the evaluation criteria. Quotation package shall be thorough enough to allow the USGS to perform a proper evaluation.

The following additional information must be supplied along with your quotation. Failure to submit this information may deem your quotation non-responsive and your quotation may not be considered.

1) Vendor’s technical capabilities statement (not to exceed four pages).

2) Provide at least two examples of projects similar to the USGS scope of work which were performed by your company. One example must be with a Federal Government publisher. Summarize the scope of work requested by the publisher, the timeline, and the outcome. Provide the references for these two similar projects to include:

company name, address, phone number, and point of contact.

3) Breakdown of the firm fixed price by technical requirement and optional services. Breakdown must show. Labor

Categories, Hourly Rates, Travel, Miscellaneous Expenses, and any other expenses required to complete the work as stated in the SOW.

4) Federal Tax ID Number.

5) Business size classification

6) DUNS Number

7) Vendors shall submit one resume for the person(s) they propose will meet all technical requirements in the

Statement of Work.

The award resulting from this RFQ will be based on lowest price technically acceptable (LPTA) quote. In determining technical acceptability, the following non-pricing criteria will be considered, not listed in any the particular order of importance:

• Technical – Vendors ability to meet all aspects of the requirements listed in the Statement of Work/Specifications

• Experience – Vendors experience with the task outlined in the Statement of Work/Specifications. Experience with a Federal Government publisher is required; experience with a scientific or highly technical publisher is helpful.

• Past performance – General recent experience and references (within the past two years.) Positive reference is required from the Federal Government publisher.

Questions: All questions shall be submitted via email to acastro@usgs.gov only, no later than 10:00 AM EDT, Monday, April 27, 2015. Late questions will not be accepted.

(End Instructions to Vendors)

STATEMENT OF WORK

Information Gathering, Analysis, and Recommendations for

Conversion of the USGS’s Current Publishing Workflow (PDF End Product) to a Workflow that Generates a Machine-readable End Product

1. GENERAL INFORMATION

a. Introduction

The U.S. Geological Survey is required to provide all scholarly publications in a machine-readable format beginning in Fiscal Year (FY) 2017. This performance requirement is for delivery of a complete set of informational, analytical, and recommendation products presenting:

the state of the electronic publishing industry and future directions, capabilities, and challenges;

issues and concerns specific to science publishing; and issues and concerns specific to Federal publishing an assessment of USGS scholarly publication user needs, preferences, and satisfaction baseline analysis of the USGS’s current publishing workflow, functions, skills, and staff from author manuscript submission to delivery via the USGS Publications Warehouse.

options for a future USGS publishing workflow that meet machine-readable requirements, including advantages and disadvantages of each; costs associated with each; and impact on current SPN operations and staff of each general steps, types of services, and human and financial resources needed to undertake the conversion to each option estimated timelines for the steps in the conversion process for each option recommendation for which option will best meet the needs of the USGS

b. Background

As the Nation's largest water, earth, and biological science and civilian mapping agency, the U.S.

Geological Survey (USGS) serves the Nation by providing reliable scientific information to describe and understand the Earth; minimize loss of life and property from natural disasters; manage water, biological, energy, and mineral resources; and enhance and protect our quality of life. More than 8,000 scientists collect, monitor, analyze, and provide scientific understanding about natural resource conditions, issues, and problems. The diversity of scientific expertise enables USGS to carry out large-scale, multi-disciplinary investigations and provide impartial scientific information to other scientists, resource managers, policy makers, industry, and the general public.

The results of USGS research are released in high quality, peer-reviewed scholarly publications including maps and reports, all of which are accessible by the public through the USGS Publications Warehouse at pubs.usgs.gov. Each publication is provided in the Portable Document Format (PDF) and is available for free download.

These publications are produced in-house by the USGS’s publishing unit, known as the Science

Publishing Network (SPN). The SPN works in close collaboration with each USGS author to ensure the product meets USGS’s rigorous editorial, graphical, and (or) cartographic standards. The SPN workflow includes comprehensive technical editing for both text and maps, figure and illustration preparation, report layout and design, cartographic design, pre-press and printing (as needed), and Section 508 compliance. Currently, the end product of the workflow is a PDF file. With the issuance of Office of

Scientific and Technology Policy’s (OSTP) 2013 mandate, “Increasing Access to the Results of Federally

Funded Scientific Research” and the White House Executive Order, “Making Open and Machine

Readable the New Default for Government Information,” the USGS must provide an end product that is machine readable. Because PDF’s are not considered to be machine readable, the SPN must transform its current workflow to one that results in a machine-readable file. The OSTP deadline for adherence to the mandate is September 30, 2016.

Many publishers, including numerous scientific journals, have moved to an XML-based workflow.

Although commercial publishers are not subject to Federally mandated requirements, their use of XML appears to meet OSTP and White House Executive Order requirements. All other requirements met, USGS would give higher preference to a workflow solution that is consistent with the publishing approaches used by the greater scientific community.

USGS’s current workflow allows for a post-production export to XML for each publication, however, the resulting file is not adequate in terms of quality of presentation or functionality. Final recommendations for a new workflow must ensure that USGS publications continue to uphold the same standards, quality of presentation, and agency branding elements.

c. Definitions/Applicable Documents

OSTP memo “Increasing Access to the Results of Federally Funded Scientific Research” at www.whitehouse.gov/sites/default/files/microsites/ostp/ostp_public_access_memo_2013.pdf

Executive Order “Making Open and Machine Readable the New Default for Government

Information” at www.whitehouse.gov/the-press-office/2013/05/09/executive-order-making-open-and-machine-readable-new-default-government-

USGS’s 2014 OSTP Plan

Survey Manual (SM) Chapter 1100: Publishing at www.usgs.gov/usgs-manual/t500.html#pubs

Office of Communications and Publishing (OCAP) Instructional Memorandum (IM) 2015-1 at www.usgs.gov/usgs-manual/95imlist.html

SPN Digital Workflow

GPO Style Manual at www.gpo.gov/fdsys/search/pagedetails.action?granuleId=&packageId=GPO-STYLEMANUAL-

2008&fromBrowse=true

USGS Suggestions To Authors (STA) at www.nwrc.usgs.gov/lib/lib_sta.htm

Subsequent SPN Style Decisions http://www.whitehouse.gov/the-press-office/2013/05/09/executive-order-making-open-and-machine-readable-new-default-government-http://www.whitehouse.gov/the-press-office/2013/05/09/executive-order-making-open-and-machine-readable-new-default-government-

SPN Publishing Standards Memorandums

USGS Publications Warehouse

Rehabilitation Act, Section 508

USGS report and map templates

USGS Guide to Page-Sized Illustrations

FGDC Digital Cartographic Standards at www.fgdc.gov/standards/projects/FGDC-standards-projects/geo-symbol

USGS Visual Identity System

d. Scope

The conversion to a machine-readable workflow and end product will apply to all USGS series publications except Administrative Reports and Progress Reports. For maps, only the map collar information and the map pamphlet would be covered as the GIS database for the map itself is machine readable and is released simultaneously with the publication.

The information, analysis, and recommendations will apply to future USGS publications. At this time, there are no plans or funding available to retroactively convert existing PDF publications to a machine-readable format. Furthermore, original digital files are not available for most publications created prior to

2002. Prior to 1992, USGS publications were produced manually; the PDF files housed on Publications

Warehouse comprise a scanned copy of the printed report or map.

2. WORK REQUIREMENTS

a. Technical Requirements. Contractor will be responsible for:

i. Providing a briefing paper on the current state of electronic publishing, including but not limited to technological advances, industry opinion leader philosophies, user needs and preferences, emerging trends, success stories, best practices, and lessons learned, financial concerns, and continuing challenges faced by publishers.

ii. Providing a briefing paper on philosophical, technological, staffing, financial issues, and other concerns specific to scientific publishing

iii. Providing a briefing paper on philosophical, technological, staffing, financial issues, and other concerns specific to Federal publishing

iv. Conducting and providing the results of primary market research on key segments (non-USGS scientists, policy makers, Federal/State/local government resource managers, academia, industry, and the public) of the customer base for USGS series publications, including but not limited to user needs, preferences, and satisfaction.

v. Reviewing USGS’s publishing policies, staffing and skill mix, and SPN’s current workflow, gaining a thorough understanding of USGS’s publishing process--from author manuscript submission to delivery via the USGS Publications Warehouse--to fully document the baseline state of operations.

vi. Presenting at least three options for a future SPN workflow that meet the machine-readable requirement. Each option shall include a full description; its advantages and disadvantages; the name of at least one publisher who uses that option; anticipated one-time upfront costs and ongoing costs; potential cost savings over baseline; a step by step workflow diagram; and impacts on current SPN operations, staff, authors, and end users.

vii. Outlining the steps needed to implement the conversion from the baseline to each option, including financial resources, equipment, timelines, and outside consulting and (or) support services.

viii. A list of skills and staffing required to support each of the three workflow options that are not currently available in-house.

ix. Delivering a final report with all analysis and information, and which includes a recommendation for the one option that, in the vendor’s expert opinion, is most ideally suited to USGS’s needs and

Federal requirements.

x. Conducting one introductory meeting in person at USGS Headquarters in Reston, VA.

xi. Conducting two progress report meetings per month by phone and providing meeting summary notes to the SPN.

xii. Presenting three (3) 1-hour WebEx presentations and (or) demonstrations to the SPN and other

USGS staff about publishing work described herein.

xiii. Conducting a closing meeting to deliver the final report in person at USGS Headquarters in

Reston, VA.

xiv. Responding within 24-hours to written inquiries from SPN as needed.

b. Criteria for Acceptance of Service

Completed work will be judged on:

the accuracy, completeness, depth, and thoroughness of the analysis and information the ability to translate complex technical concepts into language that is understandable by the layperson ease of use of the analysis and information in guiding SPN management decisions timeliness of delivery responsiveness to SPN questions and concerns effectiveness in presenting options that meet the OSTP mandate, White House Executive Order requirements, and Section 508 compliance.

effectiveness in presenting options that ensure USGS publications continue to uphold the same editorial, graphical, and cartographic standards, quality of presentation, and agency branding elements

c. Deliverables

Contractor will provide all labor, materials, costs (including travel), technical knowledge, and expertise to meet the necessary requirements. Contractor will provide all documents in Microsoft Word format for text and Microsoft Excel for tabular data. Delivery is NLT 5 months from date of award.

3. OPTIONAL SERVICES

a. A calculation of the anticipated time and costs of each step needed to produce a sample USGS series publication using each of the three workflow options.

b. A training plan for USGS employees, by function (e.g., manager, editor, layout designer, illustrator, web specialist, author) to ease transition to new workflow.

c. A list of skills and staffing required to support each of the three workflow options that are not currently available in-house.

d. A document listing the number of tags needed to describe USGS publications, including the number and cost of custom tags, and the number and cost of style sheets needed to generate PDF versions of those reports that replicate the look and feel of current USGS publications.

e. An additional progress report meeting by phone with summary notes.

f. An additional 1-hour WebEx presentation and (or) demonstrations to the SPN and other USGS staff about publishing work described herein.

g. An additional in-person meeting with SPN in Reston, VA.

4. SUPPORTING INFORMATION

a. Place of Performance

Work will be performed primarily at vendor’s facility. Progress meetings and WebEx briefings may be held by phone or occur in person at USGS Headquarters in Reston, VA. Site visits to SPN, if needed by the vendor to complete requirements listed above, may occur at any of the sites listed below. Introductory and closing meetings to occur at USGS Headquarters in Reston VA. .

b. Period of Performance

All deliverables are due NLT 5 months from date of award.

c. Government Furnished Property (GFP)

i. USGS’s 2014 OSTP Plan

ii. SPN Digital Workflow manual

iii. SPN Style Decisions

iv. SPN Publishing Standards Memorandums

v. SPN report and map templates

vi. USGS Guide to Page-Sized Illustrations

vii. USGS Visual Identity System guidelines

d. Special Considerations

i. Key personnel qualifications

1. Familiarity with the digital publishing industry’s current state, trends, technologies, advances, and future directions.

2. Experience with digital publishing using Adobe InDesign, Adobe Illustrator, Microsoft

Word, and Adobe Acrobat

3. Experience in creating and publishing machine-readable technical documents using off-the-shelf software

4. Ability to write material that translates complex technical information into clear and meaningful language for the layperson

5. Experience in developing detailed project plans that include goals, timelines, milestones, staff, and costs.

6. Knowledge of Federal Government publishing requirements

ii. Data Rights, Safety, Environment

1. No software is being developed

iii. Security/Privacy issues

1. Entry into Federal buildings will require one form of photo ID, entry through a metal detector, and xray scanning of any items brought in.

2. No special clearances are required

3. No access required to USGS networks. All file transfers shall occur via email or public

FTP site.

iv. Technical liaisons for this contract are:

TBD

v. SPN has Publishing Service Centers across the Nation, the following of which may be visited for the purpose of studying SPN’s current workflow:

Reston VA

Denver CO

Menlo Park CA

Tacoma WA

(End of SOW)

CONTRACTOR EMPLOYEE NON-DISCLOSURE AGREEMENT

It is understood that as part of my official duties under the proposed purchase order, I may come in contact with

Government procurement sensitive information or proprietary business information from other contractors (e.g., cost data). I, as an official Government contractor, certify that I will not disclose, publish, divulge, release, or make known, in any manner or to any extent, to any individual other than an appropriate or authorized

Government employee, the content of any procurement sensitive information provided during the course of my employment. I understand that for the purpose of this agreement, procurement sensitive information is to include procurement data, contract information, plans, strategies and any other information that may be deemed sensitive.

I further certify that I will use proprietary business information only for official purposes in the performance of the proposed work, and will disclose such information only to those individuals who have a specific need to know in performance of their official Government duties. I hereby agree not to disclose to others any contractual information, including, but not limited to, proprietary information, trade secrets, financial data, technical proposals which will be presented to me by the Contracting Officer or other Government Official. I agree that the described information is “inside information” and shall not be used for private gain by myself or another person, particularly one with whom I have family, business, or financial ties. For the purposes of this agreement, “inside information” means information obtained under Government authority which has not become part of the body of public information. I specifically will not disclose any such information to employees of my company or any other contractor employees who have not signed this agreement. I will take all reasonable precautions to prevent the unauthorized disclosure and use of such information.

I hereby certify that I have read the non-disclosure agreement described above and I am familiar with the directives and policies governing the disclosure of procurement sensitive information. I will fully and completely observe these directives and will not disclose such information to any unauthorized person, or use any information obtained for private use or gain at any time, including subsequent to the performance of duties under the proposed purchase order.

NAME (Please Print) SIGNATURE DATE

Clauses

GS1406 CONFIDENTIALITY OF DATA OCTOBER 2005

(a) The work under this contract requires access to proprietary, business confidential, or financial data of other companies and/or USGS internal scientific, planning or procurement sensitive/source selection data, which, if released to third parties may give unfair business, technical, or competitive advantages. As long as such data remains proprietary or confidential, the contractor shall protect such data from unauthorized use and disclosure and agrees not to use it to compete with such companies or for any purpose other than performance of this contract.

(b) This data may be in various forms, such as documents, raw photographic films, magnetic or digital media, photographic prints, computer system data, or it may be interpretative results derived from analysis, investigative, or study effort. Regardless of the form of this data, the contractor agrees that neither it nor any of its employees will disclose to third parties any such data, or derivatives thereof, except as may be required in the performance of this contract. Further, the contractor will not copy any of this data, or derivatives thereof, other than as necessary for the performance of this contract.

(c) The contractor will establish policies and procedures to implement the substance of this clause at the individual employee level which will assure that affected employees are made aware of the contract provision and the contractor's implementing policies and procedures. Particular attention will be given to keeping employees advised of statutes and regulations applicable to the handling of third party confidential or financial data.

(d) This clause does not preclude the contractor and/or its employees from independently acquiring and using data from legitimate sources outside of this contract, or from performing and using independent analysis of data so acquired, provided that the contractor and/or its employees fully document the source of such data, and the independence of any such analysis.

(e) The Contractor shall immediately notify, in writing, the Contracting Officer in the event that the Contractor determines or has reason to suspect a breach of this requirement.

(f) The contractor will insert the substance of this clause in each subcontract hereunder (other than for purchase of supplies or equipment) unless the Contracting Officer has waived this requirement, in writing, as to particular subcontracts or classes of subcontracts.

(g) Any unauthorized disclosure of information may result in termination of this contract for cause.

(End of Clause)

GS1359 Travel and Transportation July 2001

(a) The contractor shall be reimbursed for actual transportation costs and travel allowances of contractor employees in accordance with the travel cost principle in FAR 31.205, and Government Travel Regulations. Charges exceeding the amounts established in the Government Travel Regulations for individuals engaged in comparable functions may be disallowed as unreasonable unless approved in advance by the Contracting Officer.

(b) Costs for air transportation will not be reimbursed in an amount greater than the cost of commercially scheduled economy class (tourist) air travel by the most expeditious route, except as provided in the applicable cost principles cited in paragraph (a) above.

(c) All travel itineraries not included in the contractor's approved cost proposal for the contract or individual task order must receive the prior written approval of the contracting officer.

GS1330 KEY PERSONNEL JULY 2001

(a) The Contractor shall assign to this contract the following key personnel to the identified positions/functions:

Position/Function Name

(b) During the first 90 days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the Contracting

Officer within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph (c) below. After the initial 90-day period, the Contractor shall submit the information required by paragraph (c) to the Contracting Officer at least 15 days prior to making any permanent substitutions.

(c) The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer.

Proposed substitutes must possess qualifications comparable to the original key person, as well as satisfying any minimum standards set forth elsewhere in the solicitation/contract. The Contracting Officer will notify the Contractor within 15 calendar days after receipt of all required information of the decision on substitutions. This clause will be modified to reflect any approved changes of key personnel.

52.227-17 RIGHTS IN DATA JUN 1987

(a) Definitions.

Data, as used in this clause, means recorded information regardless of form or the medium on which it may be recorded.

The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing or management information.

Unlimited rights, as used in this clause, means the right of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose whatsoever, and to have or permit others to do so.

(b) Allocation of Rights. (1) The Government shall have—

(i) Unlimited rights in all data delivered under this contract, and in all data first produced in the performance of this contract, except as provided in paragraph (c) of this clause for copyright.

(ii) The right to limit exercise of claim to copyright in data first produced in the performance of this contract, and to obtain assignment of copyright in such data, in accordance with subparagraph (c)(1) of this clause.

(iii) The right to limit the release and use of certain data in accordance with paragraph (d) of this clause.

(2) The Contractor shall have, to the extent permission is granted in accordance with subparagraph (c)(1) of this clause, the right to establish claim to copyright subsisting in data first produced in the performance of this contract.

(c) Copyright—(1) Data first produced in the performance of this contract.

(i) The Contractor agrees not to assert, establish, or authorize others to assert or establish, any claim to copyright subsisting in any data first produced in the performance of this contract without prior written permission of the

Contracting Officer. When claim to copyright is made, the Contractor shall affix the appropriate copyright notice of 17

U.S.C. 401 or 402 and acknowledgment of Government sponsorship (including contract number) to such data when delivered to the Government, as well as when the data are published or deposited for registration as a published work in the U.S. Copyright Office. The Contractor grants to the Government, and others acting on its behalf, a paid-up nonexclusive, irrevocable, worldwide license for all such data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government.

(ii) If the Government desires to obtain copyright in data first produced in the performance of this contract and permission has not been granted as set forth in subdivision (c)(1)(i) of this clause, the Contracting Officer may direct the Contractor to establish, or authorize the establishment of, claim to copyright in such data and to assign, or obtain the assignment of, such copyright to the Government or its designated assignee.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract and which contain the copyright notice of 17 U.S.C. 401 or 402, unless the Contractor identifies such data and grants to the Government, or acquires on its behalf, a license of the same scope as set forth in subparagraph (c)(1) of this clause.

(d) Release and use restrictions. Except as otherwise specifically provided for in this contract, the Contractor shall not use for purposes other than the performance of this contract, nor shall the Contractor release, reproduce, distribute, or publish any data first produced in the performance of this contract, nor authorize others to do so, without written permission of the Contracting Officer.

(e) Indemnity. The Contractor shall indemnify the Government and its officers, agents, and employees acting for the

Government against any liability, including costs and expenses, incurred as the result of the violation of trade secrets, copyrights, or right of privacy or publicity, arising out of the creation, delivery, publication, or use of any data furnished under this contract; or any libelous or other unlawful matter contained in such data. The provisions of this paragraph do not apply unless the Government provides notice to the Contractor as soon as practicable of any claim or suit, affords the

Contractor an opportunity under applicable laws, rules, or regulations to participate in the defense thereof, and obtains the

Contractor's consent to the settlement of any suit or claim other than as required by final decree of a court of competent jurisdiction; nor do these provisions apply to material furnished to the Contractor by the Government and incorporated in data to which this clause applies.

(End of clause)

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS DEC 2014

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The

Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

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

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

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

Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the

Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

Government bill of lading;

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the

Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by

Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and

Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

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

(i) Payment.—

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

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

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

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice.

For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the

Secretary of the Treasury as provided in 41 U.S.C. 7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

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

30 days;

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer

(see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40

U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C.

2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government

Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

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

Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

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

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

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any

End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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(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.

52.212-5 Contract Terms and Conditions Required To Implement Statutes Mar 2015 or Executive Orders--Commercial Items.

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

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

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

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

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995)

(41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section

1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31

U.S.C. 6101 note).

__ (5) [Reserved].

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

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

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

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

__ (10)…