HE1260-10-A-7002 OTS Agency.pdf

25. TOTAL

OKINAWA ATHLETIC OFFICALS ASSOCIATION

ALFRED HARRISON

PSC 560 BOX 486

APO AP 96376-0486

CODE SZZ32

17. ACCOUNTING AND APPROPRIATION DATA/ LOCAL USE

36. I certify this account is correct and proper for payment.

6. ISSUED BY CODE

9. CONTRACTOR

CODE

18. ITEM NO. 19. SCHEDULE OF SUPPLIES/ SERVICES

26. QUANTITY IN COLUMN 20 HAS BEEN

SIGNATURE OF AUTHORIZED GOVT. REP.DATE

DATE SIGNATURE AND TITLE OF CERTIFYING OFFICER

INSPECTED RECEIVED ACCEPTED, AND CONFORMS TO THE

CONTRACT EXCEPT AS NOTED

37. RECEIVED AT 38. RECEIVED BY 39. DATE RECEIVED

(YYYYMMMDD)

HE1260-10-A-7002

1. CONTRACT/PURCH. ORDER/

AGREEMENT NO.

* If quantity accepted by the Government is same as quantity accepted below quantity ordered and encircle.

DELIVERY/16.

14. SHIP TO

HE1260

DD Form 1155, JAN 1998 (EG) PREVIOUS EDITION MAY BE USED.

SEE SCHEDULE

2. DELIVERY ORDER/ CALL NO.

15PAGE 1 OF

5. PRIORITY

CODE

8. DELIVERY FOB

DEST

OTHER

(See Schedule if other)

MARK IF BUSINESS IS11.

SMALL

SMALL

DISADVANTAGED

WOMEN-OWNED

HQ0419

MARK ALL

PACKAGES AND

PAPERS WITH

IDENTIFICATIO N

NUMBERS IN

BLO CKS 1 AND 2.

23. AMOUNT

27. SHIP NO. 28. DO VOUCHER NO.

PARTIAL

FINAL

32. PAID BY 33. AMOUNT VERIFIED

CORRECT FOR

31. PAYMENT

COMPLETE

34. CHECK NUMBER

PARTIAL

FINAL 35. BILL OF LADING NO.

40.TOTAL

CONTAINERS

41. S/R ACCOUNT NO. 42. S/R VOUCHER NO.

ORDER FOR SUPPLIES OR SERVICES

3. DATE OF ORDER/CALL

2009 Oct 29

4. REQ./ PURCH. REQUEST NO.

SEE ITEM 6

FACILITY 10. DELIVER TO FOB POINT BY (Date)

SEE SCHEDULE

12. DISCOUNT TERMS

13. MAIL INVOICES TO THE ADDRESS IN BLOCK

See Item 15

15. PAYMENT WILL BE MADE BY CODE

DFAS-J/CVNA

BLDG 206

YOKOTA AIR BASE

FUSSA CITY 197-0011

This delivery order/call is issued on another Govt. agency or in accordance with and subject to terms and conditions ofabove numbered contract.

TYPE CALL

OF PURCHASE

ORDER

SEE SCHEDULE

X

7. ADMINISTERED BY

DODDS-P/DDESS-G - PROCUREMENT DIVISION

MS. ROBIN BOYD

UNIT 35007

APO AP 96376-5007

24. UNITED STATES OF AMERICA

TEL:

EMAIL:

CONTRACTING / ORDERING OFFICER

quantity ordered, indicate by X. If different, enter actual BY:Marlan Snodgrass

If this box is marked, supplier must sign Acceptance and return the following number of copies:

NAME OF CONTRACTOR SIGNATURE TYPED NAME AND TITLE

(YYYYMMMDD)

DATE SIGNED

ACCEPTANCE. THE CONTRACTOR HEREBY ACCEPTS THE OFFER REPRESENTED BY THE NUMBERED PURCHASE ORDER AS IT MAY PREVIOUSLY HAVE BEEN OR IS NOW MODIFIED, SUBJECT TO ALL OF THE TERMS

AND CONDITIONS SET FORTH, AND AGREES TO PERFORM THE SAME.

Reference your quote dated

Furnish the following on terms specified herein. REF:

20. QUANTITY

ORDERED/

ACCEPTED*

21. UNIT 22. UNIT PRICE

DIFFERENCES

29.

30.

INITIALS

HE1260-10-A-7002

Section B - Supplies or Services and Prices

BPA Master Dollar Limit: $2,000,000.00 BPA Call Limit: $100,000.00

Period of Performance: 29-Oct-2009 to 28-Oct-2014

FSC Codes:

V999

Section C - Descriptions and Specifications

PWS

PERFORMANCE WORK STATEMENT (PWS)

Unofficial Travel For Student Athletic And Academic Enrichment Activities For DoDEA Pacific / DDESS Guam

1.0 INTRODUCTION:

The Vendor shall provide Unofficial ticketing services for Students, Chaperones, and Coaches , airline tickets for School Sponsored sporting, cultural, amusement, and like events at Department of Defense Education Activity Pacific (DoDEA) and DDESS Guam Schools. This service shall be in strict accordance with all terms and conditions, general and special provisions, attachments, and exhibits contained herein or incorporated by reference.

DoDEA/DDESS provides education to eligible Department of Defense Military and civilian dependents from pre-school through grade 12 at sites both in the United States and overseas.

1.1 Vendor's Responsibility The Vendor's work and responsibility shall include, but is not limited to, planning, programming, administration, and management necessary to assure that all operations and services are conducted in accordance with the agreement and all applicable laws and regulations. The Vendor shall ensure that all services meets or exceed performance standards specified or included in this Performance Work Statement (PWS) and referenced documents. The Vendor shall perform all related, quality control, security and services as defined in this PWS.

2.0 SCOPE OF WORK

The Vendor will provide tickets for unofficial travel for all students, sponsors, coaches and chaperons selected to participate in annually scheduled co-curricular activities and athletic events which support DoDEA academic mission as designated by the DoDEA Pacific Area Office.

3.0 GENERAL INFORMATION

A. Agreement shall designate a fluent English-speaking contact during normal business hours. Vendor shall also provide a 24-hour phone line for emergency situations with a fluent English-speaking contact. Contact outside of normal business hours shall only be used in emergencies and would be compensated as outlined in 6.21 below.

B. Vendor shall communicate directly with the District Ticketing Representative(s) (DTR) as designated by the District Superintendent. These shall be the primary person(s) with whom the Vendor will work in order to execute the terms of this agreement. In addition to the name(s) of the DTR(s), the official email addresses, district phone number(s), cell phone number(s), mailing address and district fax number shall be provided to the Vendor.

C. Vendor shall communicate with the Pacific Area Athletic Coordinator or the Pacific Area Activities Coordinator with any Vendor concerns regarding the execution of the agreement and the districts’ responsibilities that cannot be resolved with the district or the district ticketing representative (DTR). The contact information of the Area Coordinators above shall be similarly provided to the Vendor.

3.1 Reservations/Bookings:

The Vendor shall extend to DoDEA prices for purchases made under this agreement, shall be as low, or lower than, those charged the vendor’s most favored customer for comparable quantities under similar terms, in addition to any discounts.

3.1.1 Vendor may use consolidator tickets purchased from “bucket shops” if available to fulfill this agreement if this method is the most financially advantageous in cost to the U.S. Government and provided the fare restrictions of the consolidated fare do not conflict with the other requirements listed in this agreement. Individual itineraries must be provided for each passenger with this option.

3.1.2 If consolidator fares are not available, the Vendor may book the least expensive non-refundable restricted fare on a regularly scheduled flight, provided the fare restrictions do not conflict with the other requirements listed in this agreement. Individual itineraries must be provided for each passenger with this option.

3.1.3 Group reservations may be reserved and ticketed if additional discounts are offered. Individual itineraries must be provided for each passenger with this or any other option used to fulfill the terms of this agreement.

3.1.4 Reserve the required number of seats (without passenger names) as designated on the DoDEA Pacific Trip Number Chart (see Technical Exhibit 1)for each attending school no later than 4 weeks prior to departure to ensure the least expensive round trip airfare for each school can be purchased.

3.1.5 Reserve seats for all students, coaches, and chaperones from the same school in confirmed seats on the same flights on the same dates according to the DoDEA Pacific Trip Numbers Chart, unless specifically authorized in writing to alternate from this requirement by the DTR.

3.1.6 Ensure that reservations with connecting flights do not require passengers to change airports to make the connection, unless specifically authorized in writing to alternate from this requirement by the DTR.

3.1.7 Vendor shall receive the Final Roster with the DoDEA Pacific Trip Number, passenger names, dates of birth, and passport numbers from the district (DTR) approximately ten (10) days prior to departure.

3.2 Notification of District Offices

3.2.1 Vendor shall notify the district in writing of all fees, charges, taxes, etc.

being charged in connection with all reserved flights before ticketing occurs.

3.2.2 Vendor shall notify district of all luggage policies, excess baggage fees (e.g. band instruments, football equipment), itinerary/date/time change policies, and cancellation policies in effect regarding all reserved flights before ticketing occurs.

3.2.3 Vendor shall notify the district of any changes to flight itineraries within 24 hours of Vendor’s awareness of changes, and if a window of less than 24-hours exists before departure, the Vendor shall notify the district immediately upon Vendor’s awareness of changes.

3.2.4 Vendor shall notify the district upon ticketing in writing if flights are eligible for frequent flyer mileage.

3.2.5 Vendor shall verify the names of the passengers, school code, required travel document information, the DoDEA Pacific Trip Number, the types of tickets booked (e.g. paper ticket or e-ticket) and each passenger’s class of service (e.g. Q class), & departure dates/return dates by confirming in writing with the district before departure.

3.2.6 Vendor shall refer to all trips in all correspondence using the DoDEA Pacific Trip Number as provided in writing to the Vendor by the DTR.

3.2.7 District Approval. The Vendor shall verify in writing with the district that the relevant roster information is correct on or before the cut-off date for roster changes. This information to be verified shall include the DoDEA Pacific Trip Number and all required passenger information, fees, charges, taxes, luggage policies, cancellation policies, itinerary/date/time change policies, and any other charges, fees, taxes, and policies related to the specific flights in question that are not included above.

3.3 Ticketing.

3.3.1 Vendor shall ticket (without passenger names) 14 days prior to departure unless required to do otherwise by the fare restrictions set by the airline and agreed to by the district.

3.3.2 Vendor shall provide an individual itinerary for each person on the roster to include the name of the passenger, the passenger’s school code, flight information, DoDEA Pacific Trip Number, the Vendor’s emergency phone number with international dialing instructions if flights occur outside the country of origin. This shall be done after the roster has been received from the district office (approximately 10 days before departure).

3.4 Delivery of Tickets

3.4.1 Vendor shall provide to the DTR the tickets and boarding passes (if applicable) no later than five (5) calendar days prior to departure, unless an alternative method is put in place as agreed to by the Vendor and the receiving district office.

3.4.2 Vendor shall provide to the DTR the e-tickets for all of the passengers (sponsors, coaches, chaperones and any other passengers designated to the attend that activity) and instructions, if necessary, on distribution of the tickets to the passengers.

4.0 EMERGENCIES

4.1 Vendor shall provide a 24-hour emergency phone number and ensure a response by an English speaking Vendor employee within eight hours (8) to any request for emergency assistance from a coach, sponsor, chaperone, DTR or DoDEA Pacific Area employee designated to make calls under this agreement.

4.2 Vendor shall provide emergency assistance to passengers, coaches, chaperones, and sponsors no later than eight hours after the request for emergency assistance was initiated. A request for emergency assistance shall be defined as a medical emergency involving a student, chaperone, sponsor, coach, or passenger in need of emergency medical assistance or who has traveled to a country in a national crisis. All costs associated with said services being provided in response to a request for emergency assistance will be compensated in accordance with the attached emergency fee agreement line item.

4.3 Vendor shall provide emergency assistance in changing the existing ticket for the chaperone, sponsor, or coach in the event of a medical emergency to a passenger or a passenger’s family member not on the related trip, or in the event of a national crisis in the travel destination. This request may be initiated by designated employees of the Pacific Area Office, the relevant school, the school’s district, or by a chaperone, sponsor, or coach. The cost incurred to accomplish this in an emergency situation shall be authorized.

4.4 Vendor shall provide assistance with acquiring a new ticket when a ticket can not be changed to the travel origin or alternate destination, as deemed necessary by the coach, chaperone, sponsor, or a designated employee of the school, district, or Pacific Area

Office. The cost incurred to accomplish this in an emergency situation shall be authorized.

4.5 Vendor shall notify within 24 hours the DTR and the Area Coordinators of any emergency assistance requested by any sponsors, coaches, or chaperones.

4.6 Vendor shall, in the event of such an emergency as noted in items 6.9, the Vendor’s responsibility regarding ticketing “the most financially advantageous in cost to the U.S. Government,” shall be temporarily suspended so as to allow the Vendor to assist the sponsor, coach, or chaperone in whatever flight requests are made in order to ensure the well-being and safe return of the passenger(s) in need of immediate assistance. No authorizations in relation to costs shall be required from the DTR, the district, the school, or the Area Coordinators to assist passengers, coaches, sponsors, or chaperones in an emergency situation as outlined in clauses 6.20-6.25). Note: all passengers, chaperones, coaches, and sponsors not involved in the emergency request are not subject to the suspension of the provisions of this agreement and shall be treated accordingly, unless the Vendor is advised otherwise by the DTR or Area Coordinator

5.0 REPORTING

5.1 Vendor shall provide to the Contracting Officer or Contracting Officer’s Representative an English language itemized monthly statement which shall include each individual passenger, DoDEA Pacific Trip Number in writing to include all travel and services provided monthly and within the one year period (or option year thereafter) this agreement is in effect.

5.2 Vendor shall create and submit an English language itemized monthly and a inclusive annual report, which shall include each individual passenger, DoDEA Pacific Trip Number in writing to include all travel and services provided monthly and every anniversary year of this agreement. The report time period shall begin on the first day of October of the year the agreement was executed, last day of September in the following year.

5.3 Vendor shall seek and receive approval of the report format and report content from the Area Activities and/or Athletic Coordinators within eight (8) weeks of the awarding of this agreement.

5.4 Vendor shall submit this annual report to the district and area offices no later than four calendar weeks after the end of the previous agreement year.

6.0 DEFINITIONS

6.1. FAR: Federal Acquisition Regulation.

6.2 GOVERNMENT: The U.S. Government.

6.3 DISTRICT TICKETING REPRESENTATIVE(S) (DTR): A U.S Government employee designated by the District Superintendent’s Office and the Contracting Officer with whom the Vendor will work in order to execute the terms of this agreement.

6.4 CONTRACTING OFFICER’S REPRESENTATIVE (COR): A U.S. Government employee designated by the Contracting Officer has the responsibility for surveillance and reporting of the Vendor’s performance and verifying supplies and/or services received for payment.

7.0. DELIVERABLES

Deliverables. The following activities and reports shall be completed and submitted to the COR and the Contracting Officer:

Deliverable PWS Para Delivery Date

1. Reservations/Bookings 3.3 Upon request, 14 Days

Prior to the scheduled event

2. Delivery of Tickets 3.4 5 days after award and updated as necessary

3. Accounting Reports 5.0 Monthly and yearly

8.0 DISTRICT TRAVEL REPRESENTATIVES

The following individuals are authorized to make calls against this BPA:

1. Ray Williams

2. Hermie Marquez

3. Donald Hobbs

Section G - Contract Administration Data

INVOICING INSTRUCTIONS

Invoicing Instructions.

(1) In accordance with contract clause FAR 52.232-1, Payment, the contractor shall submit an invoice to the payment office listed in Block 15 of the Blanket Purchase Agreement document. Invoices may be electronically submitted to: DFAS-JP-VPISA@DFAS.MIL or faxed to 00579311-755-2678/4696, if within Japan or to commercial number +81-3117-55- 2678/4696. All invoices shall have the required information listed in the clause to include the ACRN identified with each Contract Line Item Number (CLIN) in order for DFAS to accept the invoice.

(2) A copy of all invoices shall be sent to the address listed in Block 9 of the Standard Form 1449 and sent electronically to: robin.boyd@pac.dodea.edu and DPPD@PAC.DODEA.EDU.

(3) A receiving report shall be sent electronically to: DFAS-JP-VPISA@DFAS.MIL and the Contract Specialist by a government representative indicating that the supplies/services have been received, inspected and accepted by the government.

(4) Payment shall be based on receipt of a proper invoice and preparation of a receiving report by a government representative indicating that supplies/services have been received, inspected and accepted by the government.

Section I - Contract Clauses

WARSAW CONVENTION

Warsaw convention as Amended at the Hague 1955 and by Protocol No. 4 of Montreal 1975

CLAUSES INCORPORATED BY REFERENCE

52.203-6 Alt I Restrictions On Subcontractor Sales To The Government (Sep 2006) -- Alternate I

OCT 1995

52.204-7 Central Contractor Registration APR 2008 52.212-5 Contract Terms and Conditions Required to Implement

Statutes or Executive Orders--Commercial Items

SEP 2009

52.212-5 (Dev) Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items (Deviation)

SEP 2009

52.212-5 (Dev) Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items (Deviation)

SEP 2009

52.213-1 Fast Payment Procedure MAY 2006 52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.225-14 Inconsistency Between English Version And Translation Of

Contract

FEB 2000

52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.239-1 Privacy or Security Safeguards AUG 1996 252.225-7041 Correspondence in English JUN 1997 252.232-7009 Mandatory Payment by Governmentwide Commercial

Purchase Card

DEC 2006

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (MAR 2009)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and

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

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

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

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). 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 or 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--Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer--Other Than Central Contractor Registration), 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 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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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.

(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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 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, and Compliance with Laws Unique to Government Contracts 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; and (9) the specification.

(t) Central Contractor Registration (CCR). (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 CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR 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 CCR 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 CCR 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 CCR 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 CCR database. Information provided to the Contractor's CCR 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 the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of clause)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

FAR Clauses:

http://farsite.hill.af.mil http://www.acqnet.gov/far/

DFAR Clauses:

http://www.acq.osd.mil/dpap/dfars/index.htm

(End of clause)