RFP_Solicitation_2-28-13.docx

ILSTALLATION AND LOGISTICS MANAGEMENT SERVICES

HSCG44-13-R-ILMS

FEDERAL ACQUISITION REGULATION PART 12

SECTION A. Pursuant to the Federal Acquisition Regulations (FAR) Part 12.303, solicitations for the acquisition of commercial items prepared using FAR Part 12 shall be assembled, to the maximum extent practicable, using the Standard Form (SF) 1449, continuation of any block from the SF 1449, contract clauses, any solicitation documents, exhibits or attachments; and solicitation provisions.

Accordingly, and for ease of use, the Command, Control, Communications and Engineering Center (C3CEN) has provided an attached SF 1449 to be completed and submitted in conjunction with the Offeror’s proposal. Contractor’s complying with this request are to submit a signed and dated Standard Form 1449 to the office specified in this solicitation at or before the time specified in the solicitation as stated in FAR 52.212-1, Instructions to Offerors, Commercial Items. Offerors choosing not to comply with this requirement may submit a commercial submission on letterhead stationary or other documentation. However, minimal documentation must be included in the submission as cited in FAR 52.212-1, subparagraph (b).

SECTION B: FIRM-FIXED PRICE (FFP) SUPPLIES AND SERVICES

B.1 LABOR CATEGORIES, LABOR RATES AND BASE CONTRACT LINE ITEMS:

The base contract schedule consists of a single line item representing the total maximum value of the Indefinite Delivery/Indefinite Quantity (ID/IQ). The contractor shall provide all required labor, materials as required per the Task Order(s) SOW for the Command, Control, and Communications Engineering Center (C3CEN). The overall scope of the ID/IQ Contract is contained in Attachment 1, SOW. Attachment 2 contains the anticipated labor categories that may be required throughout the life of the contract. Attachment 3 reflects the Contract Line Item Numbers (CLIN) structure and the total maximum value for the ID/IQ. Offerors shall propose fully-burdened labor rates and discounts to the fully-burdened labor rates (if offered).

B.1.1. Minimum Dollar Guarantee and Maximum Contract Limitation

The minimum guaranteed amount for this award is $50,000.00 throughout the period of performance of this contract. Orders beyond the minimum guarantee will be determined by user needs. The Government has no obligation to issue task orders to the Contractor beyond the minimum guaranteed amount specified. Each base contract award will include an obligation of $50,000.00, which shall satisfy the minimum guarantee for the base contract.

The maximum total program value is $295 million. The individual contract award amount will be based upon the cumulative total maximum value. The maximum total dollar value that will be awarded to each successful awardees is $295 million. However, the maximum aggregate dollar value of all task orders, when combined, will not exceed $295 million. The Contractor is not entitled to a TO award, or any funds in excess of the minimum guarantee, which is satisfied by the base contract award.

B.2 STATEMENT OF WORK (SOW).

The Contractor shall perform work as set forth in general terms in the attached SOW (Attachment 1). Detailed support services to be performed shall be identified in each individual Task Order (TO) issued against the primary ID/IQ Contract(s) awarded.

This contract is being entered into pursuant to FAR 12 – Acquisition of Commercial Items/Services. The NAICS Code for this procurement is 541330, Engineering Services, the size standard is $14M.

B.3 PRICING

The Contractor shall provide total maximum labor rates by labor category as set forth in Attachment 2, ID/IQ Pricing Spreadsheet that will be utilized throughout the period of performance of this ID/IQ.

B.4 CONTRACT TYPE AND ORDERING

B.4.A Contract Type

This is an Indefinite Delivery / Indefinite Quantity (ID/IQ) contract. Each Task Order (TO) request shall be issued as a separate request for proposals (RFP) and shall identify the requirement as either a firm-fixed price (FFP) or a time and materials (T&M) task order. The award of the ID/IQ contract(s) will not result in a mandatory use contract for the United States Coast Guard USCG).

B.4.B Contract Minimum and Maximum Value

The minimum and maximum values of this IDIQ contract are $50,000.00 and $295,000,000.00 Million respectively.

B.4.C Fixed Price or Time and Materials Task Orders

The government will issue task orders resulting from the award of this contract on an as-needed basis. Orders shall be issued on a competitive basis in accordance with the Federal Acquisition Regulations (FAR) Part 16.505, subparagraph (b), Orders under multiple award contracts. Each task order shall be identified as either a Firm Fixed Price (FFP) or a Time and Materials (T&M) task order. Regardless of the type of order, pricing of task orders shall not exceed the labor category unit price for the stated TO periods.

B.4 C.1 Contract Pricing

B.4.C.1.1 Time-and-Materials, Labor-Hour/Firm-Fixed-Price Pricing

(a) All TOs issued on either a T&M or FFP basis will be subject to the pricing set forth in CLIN Structure, Attachment 2. The labor rates in Attachment 2 shall reflect fully-burdened hourly rates for each labor category and will apply to all direct labor hours. The fully-burdened labor rates shall include all direct labor hourly rates and indirect costs applicable to that direct labor rates (i.e., fringe benefits, overhead and G&A) and profit. These fixed hourly rates are ceiling rates that the Contractor will apply to the prime Contractor and core/non-core team members. The Contractor’s Request for Proposal Part Section III - Administrative and Price Proposal, may elect to propose lower hourly rates on a task-by-task basis. For non-competitive task order awards in excess of $700,000, the Task Order Contracting Officer (TOCO) will require certified cost or pricing data in accordance with FAR 52.215-20, Requirements for Certified Cost or Pricing Data or Data Other Than Cost or Pricing Data. In any case, proposed rates for TOs shall not exceed the ceiling rates established in the contract.

The labor rates in the table are based on the prime contractor and each core/non-core team member’s established accounting practices for recording uncompensated overtime. The accounting practices for each member shall be clearly identified (e.g., prime contractor records all hours; “Core Team Member A” records 40 hours per week; “Non-Core Team Member B” records 40 hours a week, etc.). The descriptions of the methods will be incorporated into the contract and will be effective for T&M and labor-hour task orders.

The indirect rates applicable to direct materials, subcontracts for supplies, and other direct costs established in Labor Rate Tables, are ceiling rates and shall apply to the prime contractor only. There are no indirect ceiling rates for core team members. However, the contractor may elect to propose lower indirect rates on a task-by-task basis.

Core Teams: The fixed hourly labor rates, in Attachment 2, CLIN Structure (containing all applicable Labor Rates). This Attachment contains blended hourly rates of all labor for the prime contractor and/or all proposed team members (e.g., subcontractors, Joint Ventures, etc., in accordance with FAR 52.216-29 (modified). The blended rates are a composite of the labor considered to be required to perform the required effort. The blended rates will not change after the contract award when a core team member is either removed or added to the contract. As set forth below (see Paragraph C.47), “Core personnel” are defined as the primary ‘collective resource’ required for contract performance. The “Core Team” may be comprised of any combination of Prime contractor employees plus other contractors (i.e., Prime/Teaming Agreements, Partnership(s) Subcontractor(s) Agreements, Joint Venture(s), etc). For example, the Program Manager may be considered a member of the Core Team.

Non-Core Teams: The fixed hourly labor rates, in Attachment 2, CLIN Structure (containing all applicable Labor Rates). This Attachment contains blended hourly rates of all labor for the prime contractor and/or all proposed team members (e.g., subcontractors, Joint Ventures, etc., in accordance with FAR 52.216-29 (modified). The blended rates are a composite of the labor considered to be required to perform the required effort. The blended rates will not change after the contract award when a non-core team member is either removed or added to the contract. As set forth below (see Paragraph C.47), “Non-Core” personnel are defined as skilled and experienced personnel considered the “contributing workforce” or field personnel, a major force as it relates to the team’s overall success as it relates to contract performance.

This remaining effort may be comprised of one or more other business (i.e., Prime/Teaming Agreements, Partnership(s) Subcontractor(s) Agreements, Joint Venture(s), etc).

(b) The Contractor’s proposed hourly rates for each labor category, as set forth in Attachment 2, reflect fully-burdened rates for performance at a Government site and for performance at a Contractor site.

(1) Government Site Rates. When performing at Government sites, the Contractor shall furnish fully-burdened labor rates. The Government will provide only office space and may provide furniture and office equipment and supplies, as described in Section C, Clause C.37, Government Furnished Resources, and as specified in the individual task orders.

(2) Contractor Site Rates. When performing at a Contractor site, the fully-burdened labor rates shall include applicable indirect costs for office space and all normal supplies and services required to support the work. This includes, but is not limited to, telephones, faxes, copiers, personal computers, postage, including courier services such as Federal Express, ordinary business software, such as word processing, spreadsheets, graphics, etc., normal copying and reproduction costs.

B.4.C.1.2 Firm- Fixed-Price (FFP) Task Orders

For FFP type task orders, the quantity of each item or labor category ordered will be multiplied against the rate listed in this schedule, or as negotiated if lower rates are proposed for the TO; and the cumulative extended total of all items ordered will define the fixed price for the TO. Travel and materials, if applicable, may be estimated for each TO, including applicable indirect costs, subject to the indirect ceiling rates established in the contract. Any amounts negotiated for travel and materials will be added to the extended price of all ordered items to arrive at the total fixed price for the TO. Partial payment of FFP type TOs may be negotiated based on the completion of milestones/deliverables.

.4.C.1.3 Time and Material (T&M) Task Orders

For T&M or FFP type task orders, the quantity of hours ordered from each labor category will be specified as deliverable hours billable at the ceiling rates specified in Attachment 2, CLIN Structure, or if lower rates (discounts) are proposed for the individual TO. Materials will be estimated for each TO and may include applicable indirect costs computed in accordance with the contractor’s established accounting practices, subject to the indirect ceiling rates established in the contract. For T&M type task orders, profit on materials is not allowable. The cumulative extended total of all labor categories ordered plus materials/applicable indirect costs will define the TO ceiling price. TOs may authorize adjustments between labor category quantities of up to 10% within the established task labor ceiling price, without a formal modification.

Reimbursement under the contract shall be governed by the clause at FAR 52.214-4, Contract Terms and Conditions – Commercial Items, Alternate I .

(a) Labor. The labor rates in Attachment 2, CLIN Structure, labor rates shall be based on the Prime contractor and each core team member’s established accounting practices for recording uncompensated overtime. The table also includes a description of the method that will be used by the Prime contractor and each core and non-core team member to record and bill for hours under TO s. The Contractor shall provide a table listing the Prime and each core team member separately to assure that the accounting practices for each are clearly identified for consistency (e.g., Prime contractor records all hours; “Core Team Member A” records forty (40) hours per week; “Core Team member B” records 40 hours a week, etc.). The descriptions are incorporated into the contract and orders and are effective for T&M and labor-hour task orders, and/or FFP task orders).

In the performance of T&M and labor-hour task orders, the hours billed shall show the labor hours performed by the prime contractor and each core team member separately. If the proposed rates were computed based on recording a standard number of hours per week (e.g., forty (40) hours), the labor hours will be billed only on the basis of a standard number of hours. If the proposed labor rates were computed based on recording of all hours worked by employees, including uncompensated overtime, the labor hours billed will be based on all hours worked. If it is found after award that the established accounting practices at the time of award were not based on recording all hours worked by employees, the Government shall be entitled to a price adjustment on all payments for labor hours under the T&M and labor hour order. The amount of the price adjustment shall be the difference between the number of hours billed based on recording all hours worked and the hours that would have been recorded using a standard number of hours (e.g., forty (40) hours).

B.4.C.1.4 Materials.

Materials are defined in the clause at FAR 52.214-4, Contract Terms and Conditions – Commercial Items, Alternate I .

Materials means—

• Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control;

• Subcontracts for supplies and incidental services for which there is no labor category specified in the contract;

• Other direct costs (e.g., incidental services for which there is no labor category specified in the contract, travel, computer usage charges, etc.);

Indirect costs allocated to any direct materials and other direct costs shall be proposed consistent with the payment requirements of FAR 52.214-4, Contract Terms and Conditions – Commercial Items, Alternate I , paragraphs (e) (i) and (iii).

as follows:

“The Contractor may include allocable indirect costs and other direct costs to the extent they are—

(i) Comprised only of costs that are clearly excluded from the hourly rate;

(ii) Allocated in accordance with the Contractor's written or established accounting practices; and

(iii) Indirect costs are not applied to subcontracts that are paid at the hourly rates.”

Indirect costs allocated to any direct materials and other direct costs shall be proposed consistent with FAR 52.216-7, Allowable Cost and Payment clause.

The cost of general purpose items required for the conduct of the Contractor’s normal business operations are not allowable materials in the performance of task orders under this contract. See also Section G and Section H for additional limitations on materials and mandatory support documentation.

Profit is not allowed on materials under a T&M type task order.

(d) Travel (all order types). If authorized in the task order, travel will be reimbursed at actual direct costs in accordance with the limitations set forth in FAR 31.205-46, Travel Costs.

No profit is allowed for travel. Subject to the ceiling rates in the table, indirect costs may be applied to travel in accordance with the Contractor’s established accounting practices consistent with FAR 31.2, Contracts with Commercial Organizations. Travel will be a separate Not-To- Exceed CLIN on task orders (TO).

B.4.C.1.5 Rate Refreshment

(a) The labor rates are fixed for all task order periods; however, the Contractor may submit a proposal reducing the fixed hourly rates and/or indirect rates applicable to materials at any time during the life of this contract. The Government will review these proposals and determine if the revised rates are realistic and in the best interests of the Government. If the rates are accepted, the Government will modify the contract by incorporating the new rates into Attachment 2, CLIN Structure.

(b) At any time and throughout the life of the contract, at the request of either the Contractor or the Government, the Contractor may propose additional labor categories, rates and descriptions in addition to the Government labor categories. These additional labor categories, rates, and descriptions will be negotiated on a case-by-case basis.

B.4.C.1.6 Work Outside the Continental United States (OCONUS)

It is anticipated that there may be TOs under this contract for work outside the United States. The Contractor’s pricing methodology or algorithm for developing worldwide rates shall be described in Attachment III, the pricing volume. This document shall include an explanation that shall detail how the contractor determined how rate increases will occur and justify these increases, based on the economy, labor, and other factors that could impact cost. The Government reserves the right to make determinations of fair and reasonable pricing at the TO level.

B.5 ORDERING PERIOD

The total task ordering period is sixty (60) months from the date of contract award. Yearly ordering periods may be adjusted based on date of award but will reflect a 12 month ordering period.

B.5.A Year One Ordering Period:

Year One Task Ordering Period is the date of award through the twelfth month;

B.5.B Year Two Ordering Period:

Year Two Task Ordering Period is the thirteenth month through the twenty-fourth month;

B.5.C Year Three Ordering Period:

Year Three Task Ordering Period is the twenty-fifth month through the thirty-sixth month;

B.5.D Year Four Ordering Period:

Year Four Task Ordering Period is the thirty-seventh month through the forty-eighth month;

B.5.D Year Five Ordering Period:

Year Five Task Ordering Period is the forty-ninth month through the sixtieth month.

B.6 Task Order Completion

All task orders issued under the base ID/IQ contract must be completed within eighteen (18) months after the expiration of contract or the specified delivery order period of performance.

B.7 Place of Performance

As specified in each task order, the contractor may be required to perform, but not limited to, the following locations:

a. US Coast Guard Command, Control and Communications Engineering Center (C3CEN), 4000 Coast Guard Blvd, Portsmouth, VA 23703

b. Other US Coast Guard vessels and shore facilities annotated in the USCG Standard Distribution List, COMDTNOTE 5605, whose location shall be specified in each task order at the time of task order issuance.

B.8 Normal Work Hours Work hours, as required, will be identified in each individual task order.

B.9 Federal Government Holidays The federal holidays specified below are legal public holidays. Should a federal holiday fall on a weekend, the observance is as determined by executive order. With certain exceptions discussed below, the contractor employee will not be expected to work, if required, on the following federal holidays:

SECTION C: CONTRACT CLAUSES

C.1 FAR Clause 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (Feb 2012)

FAR Clause 52.212-4 is applicable to all Fixed Price Delivery Orders that are issued 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 re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance 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 Government-wide 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 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—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 sub-line 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 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 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; 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.

(9) The specification.

(t) Central Contractor Registration (CCR) (NOTE: Now SAMS).

(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 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/SAMS 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 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 FAR 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 CCR accessed through https://www.acquisition.gov or by calling 1-888-227-2423, or 269-961-5757.

C.2 FAR Clause 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (August 2012)

(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:

(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:

XX

52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts (T&M and LH Contracts)

(FEB 2007)

The Prime Contractor, Teaming Partner(s) and/or subcontractor(s) shall also 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:

Number FAR Clause Title

d. The Prime Contractor/Teaming Partner(s) and/or subcontractor(s) shall comply with the FAR clauses in this paragraph (c), applicable to commercial services. The Contracting Officer has indicated the following clauses as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

Number FAR Clause Title

(d) (1) The Comptroller General of the United States, an appropriate Inspector General appointed under section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. App.), or an authorized representative of either of the foregoing officials shall have access to and right to—

(i) Examine any of the Contractor’s or any subcontractors’ records that pertain to, and involve transactions relating to, this contract; and (ii) Interview any officer or employee regarding such transactions.

(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), and (c), of this clause, the Contractor is not required to flow down any FAR clause in a subcontract for commercial items, other than—

(i) Paragraph (d) of this clause. This paragraph flows down to all subcontracts, except the authority of the Inspector General under paragraph (d)(1)(ii) does not flow down; and

(ii) Those clauses listed in this paragraph (e)(1). Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(A) 52.203–13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110–252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(B) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5).

(C) 52.219–8, Utilization of Small Business Concerns (Jan 2011) (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 $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219–8 in lower tier subcontracts that offer subcontracting opportunities.

(D) 52.222–26, Equal Opportunity (Mar 2007) (E.O. 11246).

(E) 52.222–35, Equal Opportunity for Veterans (Sept 2010) (38 U.S.C. 4212).

(F) 52.222–36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(G) 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.

(H) 52.222–41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(I) 52.222–50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

(J) 52.222–51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(K) 52.222–53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

(L) 52.222–54, Employment Eligibility Verification (Jan 2009).

(M) 52.226–6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110–247). Flow down required in accordance with paragraph (e) of FAR clause 52.226–6.

(N) 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.

C.3 FAR Clause 52.252-2 Clauses Incorporated by Reference (Feb 1998)

In addition to other parts of Section C, this contract incorporates one or more clauses, shown in the table below, by reference, with the same force and effect as if they were given in full text. The full text of a clause can be accessed electronically at: http://www.acqnet.gov/far.

52.203-6

C.4 FAR 52.216-22 Indefinite Quantity (Oct 1995) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

Delivery or performance shall be made only as authorized by task orders (TO) issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the period specified in the individual task orders.

C.5 FAR 52.219-17 Section 8(a) Award

Notification of Competition…