RFP_P45F72 _Solicitation_RO.pdf

NOTE: The previous sources sought announcement for this requirement was posted under HSCG80-16-S-P45B39.

1. This is a combined synopsis/solicitation for commercial items prepared in accordance with Part 12 and Part 15 of the Federal Acquisition Regulation (FAR), as supplemented with additional information included in this notice. This announcement constitutes the only solicitation and a written solicitation will not be issued.

2. The U.S. Coast Guard Surface Forces Logistics Center (SFLC) WMEC Product Line intends to award a firm fixed price requirement contract for Services for Reverse Osmosis Desalination Plant, in support of USCG 210’ and 270’ Medium Endurance Cutters.

3. All correspondence regarding this acquisition shall reference Request for Proposal (RFP) Number HSCG80-16-R-P45F72.

4. This RFP is Set Aside for Small Business; therefore, all responsible sources may submit a proposal which shall be considered by the agency. The applicable North American Industry Classification Standard Code (NAICS) is 333318. The Small Business size standard is 1,000 employees.

5. Offerors are to provide a firm, fixed-price proposal for each line item on the attached pricing sheet entitled “Schedule of Supplies” for one (1) base year and four (4) option years.

6. Submit your offer, with all required documentation via Email: Magdalena Pitre, Contract Specialist, Magdalena.n.Pitre@uscg.mil

7. QUESTIONS/CONCERNS/REQUEST FOR DRAWINGS: It shall be the obligation of the vendor to exercise due diligence to discover and to bring to the attention of the Government any ambiguities, inconsistencies or concerns regarding the information in this solicitation. All questions/concerns/request for drawings regarding this solicitation shall be submitted in writing to the Contract Specialist.

8. Follow-up/additional questions will NOT be accepted after 13 JULY 2016 at 12:00PM EST due to time constraints. Vendors shall reference the solicitation number and provide enough information in their email so the Government can easily respond to their questions/concerns. Questions/concerns will be compiled and addressed on an Amendment of Solicitation (SF-30) and will be posted on the FEDBIZOPPS website for viewing by all potential vendors. Answers to questions will be available after the due date for questions/concerns has past.

NOTICE FOR FILING AGENCY PROTESTS

United States Coast Guard Ombudsman Program

It is the policy of the United States Coast Guard (USCG) to issue solicitations and make contract awards in a fair and timely manner. The Ombudsman Program for Agency Protests (OPAP) was established to investigate agency protest issues and resolve them without expensive and time-consuming litigation. OPAP is an independent reviewing authority that is empowered to grant a prevailing protester essentially the same relief as the Government Accountability Office (GAO).

Interested parties are encouraged to seek resolution of their concerns within the USCG as an Alternative Dispute Resolution (ADR) forum rather than filing a protest with the GAO or some external forum. Interested parties may seek resolution of their concerns informally or opt to file a formal agency protest with the Contracting Officer or Ombudsman.

Informal Forum with the Ombudsman. Interested parties who believe a specific USCG procurement is unfair or otherwise defective should first direct their concerns to the applicable Contracting Officer. If the Contracting Officer is unable to satisfy their concerns, interested parties are encouraged to contact the U.S. Coast Guard Ombudsman for Agency Protests. Under this informal process the agency is not required to suspend contract award performance. Use of an informal forum does not suspend any time requirement for filing a protest with the agency or other forum. In order to ensure a timely response, interested parties should provide the following information to the Ombudsman: solicitation/contract number, contracting office, Contracting Officer, and solicitation closing date (if applicable).

Formal Agency Protest with the Ombudsman. Prior to submitting a formal agency protest, protesters must first use their best efforts to resolve their concerns with the Contracting Officer through open and frank discussions. If the protester’s concerns are unresolved, an Independent Review is available by the Ombudsman. The protester may file a formal agency protest to either the Contracting Officer or as an alternative to that, the Ombudsman under the OPAP program. Contract award or performance will be suspended during the protest period unless contract award or performance is justified, in writing, for reasons of unusual and compelling urgency or is determined in writing to be in the best interest of the Government. The agency’s goal is to resolve protests in less than 35 calendar days from the date of filing.

Protests shall include the information set forth in FAR 33.103(d) (2). If the protester fails to submit the required information, resolution of the protest may be delayed or the protest may be dismissed. To be timely protests must be filed within the period specified in FAR 33.103(e). Formal protests filed under the OPAP program should be forwarded to the address below:

Commandant (G-A) U.S. Coast Guard Headquarters

Acquisition Planning and Performance Measurement 1900 Half St. SW, Room 11-0402 Washington, DC 20593

Telephone: (202) 372-3692 Fax: (202) 475-3904

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

2116805P45F72

2. CONTRACT NO.

3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

HSCG80-16-R-P45F72

6. SOLICITATION ISSUE

DATE

07/22/2016

7. FOR SOLICITATION

INFORMATION

CALL:

a. NAME

Magdalena Pitre

b. TELEPHONE NUMBER (No collect calls)

757-628-4754

8. OFFER DUE DATE/

LOCAL TIME

07/22/2016 / 4:30 PM EST

9. ISSUED BY CODE 75174

USCG SURFACE FORCES LOGISTICS CENTER

Attn: Magdalena Pitre 300 E Main Street, Suite 500 Norfolk, VA 23510

E-mail: Magdalena.Pitre@uscg.mil

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: 100 % FOR:

SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

HUB ZONE SMALL SMALL BUSINESS PROGRAM NAICS:

BUSINESS 333318

EDWOSB SIZE STANDARD:

SERVICE-DISABLED 1,000 Employees

VETERAN-OWNED

SMALL BUSINESS 8(A)

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER DPAS (15

CFR 700)

13b. RATING

D0-N5

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE

CONTINUED ON PAGES 3 of 67

16. ADMINISTERED BY CODE

USCG SURFACE FORCES LOGISTICS CENTER

CONTINUED ON PAGES 3 of 67

17a. CONTRACTOR/ CODE FACILITY

OFFEROR CODE

DUNS:

TELEPHONE NO:

18a. PAYMENT WILL BE MADE BY CODE

USCG Finance Center 1430A Kristina Way Chesapeake, VA 23326

CONTINUED ON PAGES 4 of 67

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH

ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

The Contractor shall provide all necessary labor, documentation and material to provide and install new Reverse Osmosis (RO) Desalination Plants for up to 27 designated 210’ and 270’ Coast Guard Vessels Homeport.

The Contractor shall remove the existing RO and install the new RO in accordance with this solicitation and specifications.

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (FOR GOVT USE ONLY)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 & 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4, FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND

RETURN COPIES TO ISSUING OFFICE. CONTRACTOR AGREES

TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE

IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO

THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29. AWARD OF CONTRACT: REFERENCE

OFFER DATED . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY

ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO

ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (Rev. 2/2012) PREVIOUS EDITION IS NOT USABLE Prescribed by GSA – FAR (48 CFR) 53.212

19.

ITEM

NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

All materials, components, documentation, shipping, storage, services and labor necessary to meet the requirements herein are the responsibility of the Contractor.

The period of performances is scheduled to start on or about 1 September 2016 for Base Year Performance period of 1 September 2016 – 30 August 2017 and Four One Option Years (1 September 2017 – 30 August 2021, if exercised by the government.

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED

CORRECT FOR

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK

NUMBER

PARTIAL FINAL

38. S/R ACCOUNT

NUMBER

39. S/R VOUCHER NUMBER

40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

42 a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MM/DD)

42d. TOTAL

CONTAINERS

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (Rev. 2/2012 PREVIOUS EDITION IS NOT USABLE Prescribed by GSA – FAR (48 CFR) 53.212

CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE

RFP HSCG80-16-R-P45F72 3 of 67

NAME OF OFFEROR OR CONTRACTOR

Continuation of SF 1449 - Block 16/Contract Management

Notwithstanding the Contractor’s responsibility for total management during the performance of the contract, the administration of the contract will require maximum coordination between the Government and the contractor. The individuals listed below will be the Government points of contact during the performance period as follows:

The Surfaces Forces Logistics Command (SFLC), the U.S. Coast Guard, Contracting Procurement Department (CPD), C&P1-MECPL will perform all contract administration under this contract. The location of the Primary Contracting Officer, Alternate(s) Contracting Officer, and Contract Specialist/Administrator for the contract is at 300 East Main Street, Suite 500, Norfolk, VA 23510.

Communication pertaining to contractual administrative matters shall be addressed to the one of the Contracting Officer listed below. Changes in, or deviation from, the scope of work will not be effected without a written modification to the contract as executed by a C&P1-MECPL Contracting Officer.

PRIMARY:

Contracting Officer: Mr. Andrew Northcutt, Telephone No. 757-628-4544.

Email: Andrew.J.Northcutt @uscg.mil

The Contract Specialist/Administrator, Ms. Magdalena Pitre, Telephone No: 757- 628-4754 serves as the point of contact between the Contractor and the Contracting Officer, however does not have a warrant that provides the authority to contractually commit the Government.

The Contracting Officer's Representative (COR) is a Government personnel designated in writing by the Contracting Officer to act as technical advisor for the Contracting Officer for items within the scope of the contract. The COR performs functions such as review and/or inspection and acceptance of supplies and services and of a technical nature. A designation letter will set forth the authorities and limitations of the COR under the contract.

RFP HSCG80-16-R-P45F72 4 of 67

Continuation of SF1449 - Block 18b/Invoice Procedures

Invoicing Instructions: Electronic submission of Invoices is mandatory

1. The Contractor shall submit invoices for services via Coast Guard Finance Center Website at:

http://www.fincen.uscg.mil/centralinv/central_inv_contr.cfm

2. The web submission requires the contractor to complete the Invoice Receipt Cover Form, select the Invoice Routing Code, and attach a PDF file of the invoice and any other supporting documentation.

3. A sample of the Invoice Receipt Cover Form is provided below. Mandatory information to be completed is highlighted in red on the website.

Invoice Routing Code:

SFLC-1

(help)

Invoice Receipt Date:

MM/DD/YY

(help)

Contract Number: (help) Invoice Number: (help)

Requisition Number: (help) Invoice Date:

MM/DD/YY

(help) Delivery/Task Order Number:

(help) Invoice Amount:

0.00 (help)

Discount Terms:

00.000

Discount Days

Net Days (help)

Contractor Information Attachment of Official Invoice

Contractor Name: (help)

Submitter Name: (help) Submitter Email:

(help)

Submitter Phone: (help)

4. The Contractor must select the correct Invoice Routing Code for timely invoice processing.

The Invoice Routing Code for this contract is SFLC-1.

5. See the Coast Guard Finance Center Website link (http://www.fincen.uscg.mil/centralinv/central_inv_contr.cfm) for instructions regarding invoice attachments.

6. A copy of the Invoice and Supporting documentation shall also be e-mailed to the Contracting Office and COR at the addresses cited below: magdalena.n.pitre@uscg.mil , And Contracting Officer Representative as noted on each task order.

See FAR 52.212-4(g) Prompt Payment Act for what must be included in an invoice.

RFP HSCG80-16-R-P45F72 5 of 67

Continuation of SF 1449 - Block 19 through 24, Schedule of Supplies/Services

All work shall be accomplished as detailed in the Statement of Work and funded via individual Delivery Orders.

CLIN Description 0001 Work Item 1: 210’ Cutter – Reverse Osmosis (RO) Desalination

Plant – Provide New RO unit RC5000; FOB Destination, Remove Existing RO Unit and Install New RO Unit, IAW the SOW.

0002 Work Item 2: 270’ Cutter – Reverse Osmosis Desalination Plant –

Provide New RO unit RC7000; FOB Destination, Remove Existing “RO Unit and Install New RO Unit, IAW the SOW.

0003 Work Item 3: Technical Documentation, SOW 3.6.3.1 – Produce and provide technical publications, drawings and revisions.

0004 Work Item 4: Onboard Training, SOW 3.11 – Provide Certified Technical Representative, training of cutter personnel.

0005 Work Item 5: Replace Onboard and Shelf Stock Spare Parts

0005a Depot Level Spare Parts List (Stock Shelf), SOW 3.6.4, Pricing Per Contractor Attachment (I) – Provide Separate Pricing sheet of all individual parts. The Sum of individual prices for parts to be entered as a Total CLIN price in the schedule of supplies and services. All Spare parts will be ordered during Option year One. Quantity to be determined.

0005b On Board Repair Parts (OBRP) Kit, SOW 3.6.5, Pricing per Contractors Attachment (I) – CLIN Price is for complete Kit.

0006 Work Item 6: Technical Support

0006a Certified Technical Representative, Performance Monitoring for Installation On-site, SOW 3.3.1.

0006b Certified Technical Representative for Customer Support, SOW 3.6.7.

0007 Work Item 7: 210’ Travel & Per Diem (Installation) – Travel to any location within the continental United States in support of reverse osmosis unit installation, IAW JFTR.

RFP HSCG80-16-R-P45F72 6 of 67

0008 Work Item 8: 270’ Travel & Per Diem (Installation) – Travel to any location within the continental United States in support of reverse osmosis unit installation, IAW JFTR

0009 Work Item 9: 210’ Travel & Per Diem – Technical Representative

Travel to any location within the continental United States in support of reverse osmosis unit, IAW JFTR.

0010 Work Item 10: 270’ Travel & Per Diem – Technical Representative

Travel to any location within the continental United States in support of reverse osmosis unit, IAW JFTR

PERIOD OF PERFORMANCE: The base contract shall be for one (1) year after award of contract, with the Government reserving the option to extend for four (4) one (1) year option years.

FUNDING: Each Delivery orders and Task orders will be individually funded.

ORDERING:

a. Supplies and services will be ordered by the issuance of individual delivery orders and task orders. Reference to FAR Clause 52.216-18 Ordering, Page

b. Any supplies or services to be furnished under this contract shall be ordered by issuance of delivery orders and task orders by the following activity:

U.S. Coast Guard – Surface Forces Logistics Center WMEC product Line, C&P1 705 E. Ordnance Road Baltimore, MD 21226

OPTIONS: Each Option, if exercised, extending the term of this contract shall be for a period of one (1) year from the effective date of each Option and shall be issued in accordance with FAR 52.217-9

QUANTITIES: The quantities shown for all Contract Line Item Numbers (CLIN’s) in the Schedule of Supplies and Services reflect the estimated quantities to be ordered for the Base year and each Option year.

TRAVEL: Travel may be required to various cutter ports and Coast Guard facilities.

The costs for transportation, lodging, meals and incidental expenses incurred by the Contractor’s personnel while performing any service under the resultant contract shall be reimbursed in accordance with Federal Travel Regulations, FAR subpart 31.205-46 utilizing GSA Schedule Federal per Diem Rates. Travel receipts shall be

RFP HSCG80-16-R-P45F72 7 of 67 provided to the Contract Specialist with each invoice in accordance with FAR 31.205-46(a)(3)(iv).

52.212-4 -- Contract Terms and Conditions -- Commercial Items (May 2015)

(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 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 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.

RFP HSCG80-16-R-P45F72 8 of 67

(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.

RFP HSCG80-16-R-P45F72 9 of 67

(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

RFP HSCG80-16-R-P45F72 10 of 67 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 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

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

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

RFP HSCG80-16-R-P45F72 11 of 67

(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.

RFP HSCG80-16-R-P45F72 12 of 67

(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

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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).

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

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database.

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Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.

1341), the following shall govern:

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

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

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

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

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

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FAR Clause 52.212-4 is modified to add the following new subparagraphs:

(w) FAR Clause 52.203-17 - Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (April 2014)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and

FAR 3.908

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

(x) FAR 52.204-1 - Approval of Contract (Dec 1989)

This contract is subject to the written approval of the Branch Chief, CPD, C & P1 and shall not be binding until so approved

(y) FAR 52.211-14 - Notice of Priority Rating for National Defense, Emergency Preparedness, and Energy Program Use (Apr 2008)

Any contract awarded as a result of this solicitation will be DO rated order certified for national defense, emergency preparedness, and energy program use under the Defense Priorities and Allocations System (DPAS) (15 CFR 700), and the Contractor will be required to follow all of the requirements of this regulation.

(z) FAR 52.211-15 -- Defense Priority and Allocation Requirements (Apr 2008)

This is a rated order certified for national defense, emergency preparedness, and energy program use, and the Contractor shall follow all the requirements of the Defense Priorities and Allocations System regulation (15 CFR 700).

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(aa) FAR 52.216-18 - Ordering (OCT 1995).

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of Delivery Orders and Task Orders by the individuals or activities designated in the Schedule. Such orders may be issued from 9/1/2016 through 08/30/2021.

(b) All Delivery orders and Task Orders are subject to the terms and conditions of this contract. In the event of conflict between a Delivery orders and Task Order and this contract, the contract shall control.

(c) If mailed, a Delivery orders and Task Order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(ab) FAR 52.216-19 - Order Limitations (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered under this contract in an amount of less than $500.00, the Government is not obligated to purchase, nor is the contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of $500,000.00

(2) Any order for a combination of items in excess of $1,000,000.00; or

(3) A series of orders from the same ordering office within 30 days together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirement contract (i.e. includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR), the Government is not required to order a part of any one requirement from the contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraph(s) (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(ac) FAR 52.216-22 - Indefinite Quantity (Oct 1995)

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(a) 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.

(b) Delivery or performance shall be made only as authorized by orders 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.”

(c) 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.

(d) 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 August 14, 2021.

(ab) Minimum Guarantee:

The minimum guarantee for each IDIQ contract(s) awarded against this solicitation is $10,000.00. The minimum guarantee is considered fulfilled once the Task Order, or combination of Task Orders, is awarded to a contractor in excess of $10,000.00. If a contractor does not a receive a Task Order, or combination of Task Orders, in excess of $10,000.00 during the life of the contract (base period plus option periods) the contractor will be paid the $10,000.00 minimum guarantee at the end of the contract period (base plus option years).

(ad) FAR 52.217-9 - Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within (1) calendar day prior to expiration of this contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

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(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed Five (5) Years.

(ae) FAR 52.227-14 - Rights in Data -- General (May 2014)

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

“Computer database” or “database” means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

“Computer software”—

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

“Data” means recorded information, regardless of form or the media 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.

“Form, fit, and function data” means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating, and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance

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“Limited rights” means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of subparagraph (g)(2) if included in this clause.

“Limited rights data” means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

”Restricted computer software” means computer software developed at private expense and that is a trade secret; is commercial or financial and is confidential or privileged; or is copyrighted computer software, including minor modifications of the computer software.

“Restricted rights,” as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph

(g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

“Technical data” means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C.

116).

“Unlimited rights” 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, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in—

(i) Data first produced in the performance of this contract;

(ii) Form, fit, and function data delivered under this contract;

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(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and

(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to—

(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause;

(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph

(d) of this clause;

(iii) Substantiate use of, add or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

(c) Copyright—

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

(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may establish, without prior approval of the Contracting Officer, claim to copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, RFP HSCG80-16-R-P45F72 22 of 67 and acknowledgment of Government sponsorship (including contract number).

(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government. For computer software, the Contractor grants to the Government and others acting on its behalf, a paid-up nonexclusive, irrevocable worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

(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 unless the Contractor—

(i) Identifies the data; and

(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in subparagraph (c)(1) of…