RFP_dtd_3_June_2014.docx

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 Shore Infrastructure Logistics Center – SILC (COB2-E) 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 965, Norfolk, VA 23510-9113. Communication pertaining to contractual administrative matters shall be addressed to the one of the Contracting Officers 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 SILC Contracting Officer.

PRIMARY:

Contracting Officer: Mr. Reginald B. Henderson, Telephone No. 757-628-4129 Email: Reginald.B.Henderson@uscg.mil

ALTERNATES:

Contracting Officer: Mrs. Jeanie Thorne, Telephone No. 757- 628-4109 Email: Jeanie.S.Thorne@uscg.mil

Contracting Officer: Mrs. Tracey Strawbridge, Telephone No. 757-628-4130 Email: Tracey.Strawbridge@uscg.mil

The Contract Specialist/Administrator, Ms. Patty Scott, Telephone No: 757-628-4157 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.

Continuation of SF1449 - Block 18b/Invoice Procedures

Invoicing Instructions: Electronic submission of Invoices is mandatory

Discount Terms: % Discount Days Net Days (help)

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 SILC COB2-E.

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

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

Services Required/Place of Performance: The Contractor shall provide all personnel, equipment, and any other items or services necessary, unless otherwise specified herein, to perform refuse collection and disposal services generated at various Fifth Coast Guard District locations within the Dare County, North Carolina area, at USCG Station Hatteras Inlet, USCG Station Oregon Inlet and USCG Station ANT Wanchese as described hereto in accordance with the following information: (1) Performance Work Statement (PWS); (2) all terms and conditions identified by reference and in full text; (3) all attachments and publications; and (4) the schedule and prices of this contract.

00001

BASE PERIOD 1 OCT 2014 – 30 SEP 2015

USCG Station Hatteras Inlet

USCG Station Oregon Inlet

00001C Collection and Disposal of Refuse items from USCG ANT Wanchese

TOTAL BASE PERIOD - FIRM FIXED WORK

NOTE: CLIN 00001D is to be invoiced for payment only upon activation and approval from the COR for Unscheduled Work.

ITEM

USCG Station Hatteras Inlet

USCG Station Oregon Inlet

00002C Collection and Disposal of Refuse items from USCG ANT Wanchese

TOTAL OPTION YEAR ONE - FIRM FIXED WORK

NOTE: CLIN 00002D is to be invoiced for payment only upon activation and approval from the COR for Unscheduled Work.

USCG Station Hatteras Inlet

USCG Station Oregon Inlet

00003C Collection and Disposal of Refuse items from USCG ANT Wanchese

TOTAL OPTION YEAR TWO - FIRM FIXED WORK

NOTE: CLIN 00003D is to be invoiced for payment only upon activation and approval from the COR for Unscheduled Work.

USCG Station Hatteras Inlet

USCG Station Oregon Inlet

00004C Collection and Disposal of Refuse items from USCG ANT Wanchese

TOTAL OPTION YEAR THREE - FIRM FIXED WORK

NOTE: CLIN 00004D is to be invoiced for payment only upon activation and approval from the COR for Unscheduled Work.

USCG Station Hatteras Inlet

USCG Station Oregon Inlet

00005C Collection and Disposal of Refuse items from USCG ANT Wanchese

TOTAL OPTION YEAR FOUR - FIRM FIXED WORK

NOTE: CLIN 00005D is to be invoiced for payment only upon activation and approval from the COR for Unscheduled Work.

TOTAL CONTRACT VALUE: BASE plus FOUR OPTION YEARS $_______________

(CLINS 00001 – 00005)

Performance Work Statement for Refuse Collection and Disposal Services at USCG Station Hatteras Inlet, Station Oregon Inlet and ANT Wanchese, NC

1.0. INTRODUCTION

1.1. The contractor shall provide all direct and indirect labor, transportation, supervision, materials, equipment, disposal costs and all incidental and related work and service necessary to collect and dispose of solid waste as specified herein. The services shall be performed for USCG Station Hatteras Inlet, USCG Station Oregon Inlet, and USCG ANT Wanchese.

2.0. BACKGROUND

2.1. The mission of the USCG Station Hatteras Inlet, USCG Station Oregon Inlet, and USCG ANT Wanches is to provide and maintain a safe, clean and healthy environment for all residents, military/civilian personnel and members of the public. To accomplish this mission, it is essential that the properties and facilities of the areas specified herein have qualified refuse collection and disposal services as required.

2.2. HOURS OF OPERATION. Normal working hours shall be Monday through Friday, 7:30 a.m. to 4:00 p.m., except for Federal Holidays. Waste collection operations shall not be earlier than 6:00 a.m. and continuing no later than 4:00 p.m., unless otherwise approved by the Contracting Officer’s Representative (COR)

3.0. SCOPE

3.1. FIRM FIXED PRICE WORK. The Contractor shall provide all labor and equipment for collection, transportation, and disposal of refuse. The Contractor shall provide collection of solid waste from facility, commercial, and community areas in accordance with the Performance Work Statement (PWS).

3.2. TYPE OF SERVICES. Classification of Type of Service is based upon the activity being served, type and size of container and frequency of pickups. The-types of services and the quantities for each area as follows:

M T W TH F

No. Of Weekly Collections

4.0. APPLICABLE PUBLICATIONS, FORMS AND APPENDICES: Publications, forms and appendices applicable to this Performance Work Statement are listed below. They are incorporated by reference into this contract. The Contractor is obligated to comply with these publications. All publications listed will be provided by the Government at the start of the contract, upon request of the Contractor. Supplements or amendments to listed publications may be issued during the life of the contract. The Contractor shall immediately implement those changes, which result in a decrease, or no change in the contract price. The Government will also provide the forms listed which are needed for daily operations. Upon completion of the contract, the Contractor shall return to the Government all issued publications and unused forms.

5.0. TECHNICAL REQUIREMENTS

5.1. The Contractor shall furnish all equipment, materials and supplies necessary to perform under the terms and conditions of this contract. The Contractor will not have access to office space/operational areas, equipment, utilities or any government materials. All contractor-furnished equipment, materials and supplies shall be subject to the inspection and approval of the Contracting Officer’s Representative (COR) prior to and during the life of the contract.

5.2. REFUSE PICKUP. The “contents” of the container shall be thoroughly and completely collected. This includes all garbage, refuse and trash inside, resting upon, or in the immediate vicinity of the container, and that, which might be spilled by collectors during the pickup process. Every residential and dumpsters trash containers shall be returned to its original position and the lid replaced securely.

5.3. VEHICLES. The contractor shall use vehicles specifically designed for refuse collection that have watertight bodies and which do not permit loss of refuse. Open-box trucks, with or without canvas covers, are unacceptable for the collection of debris or bulky items. Collection vehicles shall meet all Department of Transportation and OSHA requirements. Collection vehicles shall be operated in accordance with activity rules and regulations while in the activity area, and shall be kept closed when moving or when not actually engaged in collecting wastes. The contractor’s name and phone number shall be clearly displayed on each vehicle. The Government reserves the right to inspect collection vehicles and to report to the contractor any vehicle that requires repairs or replacement. The Contractor shall have sufficient equipment for backup of regularly assigned vehicles to insure completion of contract requirements in the event of breakdowns or other equipment problems. Any repairs or replacement of collection vehicles must be accomplished within five (5) working days at no additional cost to the Government.

5.4. WORK SCHEDULE/PLAN. The Contractor shall schedule work so as to cause the least interference with normal occurrence of Government business. The Contractor shall establish a plan for vehicle routes and collection schedules to be submitted to the COR for approval within (15) calendar days after award of the contract. Approved schedules shall be adhered to, and all proposed changes shall be approved by the Contracting Officer or Administrative Contracting Officer at least three (3) working days in advance.

5.5. COLLECTION STATIONS. The Contractor shall return all containers to their original location after serving, in an upright position with the lids securely in place (closed). All doors to container storage areas shall be left in the closed position. The contractor shall be responsible for immediately cleaning up any spills, debris, etc., which may occur during servicing of containers. Collection stations shall be left in a neat and orderly manner. The contractor shall not relocate or combine collection stations without prior written approval of the COR. Collection stations and frequency of collections are listed in 3.2 herein.

5.7. INCLEMENT WEATHER SCHEDULE. During inclement weather, solid waste shall be collected in accordance with the established scheduled, unless specific approval to delay collections is requested by the Contractor and approved by the Contracting Officer. Such approval will normally be granted only in cases of particularly severe weather. When approval to reschedule collections is granted, the Contractor shall accomplish all missed collections within twenty-four (24) hours after the severe weather has terminated, this will be done at no additional cost to the Government. If all makeup collections cannot be made within twenty-four (24) hours, the Contractor shall resubmit a revised schedule to the Contracting Officer for approval.

5.8. HOLIDAY SCHEDULE. When a scheduled collection day falls on a Holiday, all scheduled collections shall be made on the following workday. All rescheduled holiday collections shall be accomplished in addition to all normal collections for that day, and at no additional cost to the Government.

5.10. INACCESSIBLE CONTAINERS. All reasonable attempts shall be made by the Contractor to make collections as scheduled. Should access to a container be obstructed, the Contractor shall notify the designated Government representative immediately. If access to the container is made available prior to the final scheduled pickup of the day, the collection shall be made at no additional cost to the Government.

5.11. RELOCATION OF CONTAINERS. The Government has the right to change locations of residential and dumpsters during the length of the contract and shall notify contractor prior to relocation.

5.12. SPECIAL EVENTS. The Contractor shall provide two additional solid waste pickups during each year for special events such as Coast Guard Day, recreation days, concerts, etc as approved by the COR. This work will be provided on both a scheduled (firm fixed-price) and unscheduled (indefinite quantity) basis. Generally, requests for service will be provided at least 5 working days prior to the pickup deadline. Collections as “on-call”. Notification to the Contractor to empty trash containers will be made by specifically designated Government representatives, the COR only. The contractor shall bill only for actual calls made against this CLIN.

5.13. WASTE DISPOSAL. The Contractor shall dispose of all waste collected in accordance with applicable Local, State, and Federal laws and regulations. The Contractor shall be responsible for all fees associated with waste disposal. The contractor shall submit, within fifteen (15) calendar days after contract award, copies of disposal permits or other written documentation of approval and suitability of landfill or other final disposal methods.

6.0. DELIVERABLES

The Contractor shall submit the following reports and other deliverables as identified below via the following electronic media, MS Word when applicable. The format shall be PC compatible and submitted via email.

Person to receive Date Due

Disposal Permits and other documents Para 5.13

Contractor Contact List

7.0. PERSONNEL

7.1. MANAGEMENT. The Contractor shall manage the total work effort associated with the services required herein to assure fully adequate and timely completion of these services. Included in this function are management duties including, but not limited to, establishing and maintaining records and quality control. The Contractor shall provide an adequate staff of personnel with the necessary management expertise to assure the performance of the work in accordance with sound and efficient management practices.

a. Work Control. The Contractor shall implement all necessary work control procedures to ensure timely accomplishment of work requirements, as well as to permit tracking of work in progress. The Contractor shall plan and schedule work to assure labor and equipment are available to complete work requirements within the specified time limits and in conformance with the quality standards established herein.

b. Staffing. The Contractor shall continuously maintain an adequate staff with suitable Staffing management expertise to assure work is scheduled and completed in accordance with these specifications. The Contractor shall maintain an adequate work force to complete work in accordance with the time and quality standards specified.

8.0 CONTRACTOR QUALITY CONTROL (QC) REQUIREMENTS

8.1. In this contract the quality control program is the driver for product quality. The contractor is required to develop a comprehensive program of inspections and monitoring actions. This shall be submitted with 15 days after contract award. The first major step to ensuring a “self-correcting” contract is to ensure that the quality control program approved at the beginning of the contract provides the measures needed to lead the contractor to success. Once the quality control program is approved, careful application of the process and standards presented in the remainder of this document will ensure a robust quality assurance program.

8.2. Contractor QC Plan (QCP):

The contractor shall develop, and maintain a QC Plan delineating the contractor’s quality control program to monitor and control their performance of services. The QC Plan that is acceptable to the Government and which assures the requirements of the contract shall be met, shall be submitted by the contractor as specified in Section 6.0 Deliverables, herein. The program/inspection system shall establish and explain in detail how the contractor shall sustain the quality of providing refuse and recycling collection and disposal services.

8.3. QC Program/Inspection System:

a. The QC system shall encompass all service requirements of the contract, see paragraph 9.4. It must specify areas to be inspected on either a scheduled or unscheduled basis and list the title(s) of the individual(s) conducting the inspection. The contractor shall develop and implement quality control procedures addressing the areas identified in the PWS herein and implement procedures to identify, prevent, and ensure non-recurrence of defective services.

b. The QC program/inspection system shall be designed to keep the Contractor’s management and the Coast Guard informed of all issues affecting quality to include timely and effective corrective actions. The QC records shall, in part, consist of checklists of inspections and shall indicate the nature, frequency and number of observations made, the number and type of deficiencies found, and the nature of corrective action taken as appropriate. The Contractor shall ensure that QC includes timely and effective correction action for all deficiencies identified by the Government.

8.4. Contents of the QC Program /Inspection System shall include “as applicable” to the service, but are not limited to, the following:

I. Introduction to the Quality Control System:

A. Background and Rationale for the System B. Objective in using Quality Control C. Successes with and updates for the System

II. Refuse and Disposal Services Quality Control Process:

A. Steps and Flow Diagram (includes a checklist used in inspecting contract performance during regularly scheduled/unscheduled inspections/testing; method of documenting and enforcing quality control operations, as applicable) B. Inspection Procedure (including checklists used by the contractor, identifying the terms frequency, conformance indicators and actions taken if nonconformance found covering all the service requirements of this contract, as applicable) C. Means of identifying and resolving problems D. Roles and responsibilities

IV. Contingencies:

A. Special Events/Emergency Situations - procedures to be used; obtaining additional employees B. Hurricane Plan C. Call-Line (if refuse is not picked-up)

9.0. GOVERNMENT QUALITY ASSURANCE (QA) REQUIREMENT

9.1. Fundamental Government Responsibilities

The Contract Officer’s Representative (COR) is responsible for representing the Contracting Officer for all facets of refuse collection and disposal service quality. The designated personnel will carry out inspections, reviews and approvals, handle deficiencies; and, ultimately accept on behalf of the Contracting Officer. The functions of the COR are identified in paragraphs 9.2 and 9.3. Government personnel, other than the Contracting Officer and the COR, from time to time, may observe the Contractor’s operations. However, these personnel may not interfere with Contractor performance.

9.2. General Quality Assurance Functions

To facilitate the surveillance of the contractor’s quality control program by the Government, the COR will verify contractor compliance with designated performance requirements. In addition, for noncompliance and/or untimely corrective action to deficiencies of specific tasks, the contractor is subject to re-performance. With this intent, the surveillance approach may not be one that stays the same throughout the duration of the contract. The COTR will periodically update the surveillance approach when the need arises. The COR will inspect the contractor’s QCP regularly for compliance with the requirements herein.

9.3. Specific Quality Assurance Functions

The COR will establish an Inspection Schedule using the Quality Checklists from the Contractor’s QC Program. The COR will perform the following quantitative and evaluative functions, which comprise the Government Quality Assurance Surveillance Plan (QASP):

(1) Carry out periodic inspections using the Quality Checklists to evaluate the contractor’s performance to ensure contract services are received. The COR will evaluate the contractor’s performance through intermittent on-site inspections of the contractor’s quality control program and receipt of complaints from base personnel. The COR may inspect each task as completed or increase the number of quality control inspections if deemed appropriate because of repeated failures discovered during quality control inspections or because of repeated customer complaints. Likewise, the government may decrease the number of quality control inspections if performance dictates. The government will also receive and investigate complaints from various customers located on the installation. The contractor shall be responsible for initially validating customer complaints. However, the COR shall make final determination of the validity of customer complaint(s) in cases of disagreement with customer(s).

(2) Report any findings resulting from these inspections to the Contractor/Contracting Officer.

(3) Perform monthly reviews of the contractor’s reports and records to ensure they adequately reflect the quantity of refuse disposed.

(4) If discrepancies are discovered as a result of the periodic inspections, or any other means, use Contract Discrepancy Report (CDR) to communicate them to the contractor and follow up to ensure nonconformance are corrected.

(5) Meet with the Contractor’s Representative as agreed to or as often as necessary. The contractor and COR will sign the written minutes of these meetings, prepared by the COR. Any area(s) of non-conformance by the Contractor with the minutes must be specified in writing to the COR within 5 calendar days of receipt of the signed minutes.

(6) Perform annual and final Performance Evaluations.

9.4. SERVICE DELIVERY SUMMARY. The contractor service requirements are summarized into performance objectives that relate directly to mission essential items as indicated in the table below:

Performance Objectives PWS para.

9.5. The Quality Assurance Surveillance Plan (QASP) has been developed to evaluate contractor actions and is designed to provide an effective surveillance method of monitoring contractor performance for each listed objective on the Service Delivery Summary (SDS). The QASP provides a systematic method to evaluate the services the contractor is required to furnish. This QASP is based on the premise the government desires to maintain a quality standard for this service contract. The contractor, and not the government, is responsible for management and quality control actions to meet the terms of the contract. The role of the government is quality assurance to ensure contract standards are achieved.

Continuation of SF1449, Block 27, FAR Clauses

FAR CLAUSE 52.212-4 – CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (May 2014)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.

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

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

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

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

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

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

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

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

(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—

(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. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

(2)

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

(A) Change the name in the SAM database;

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

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

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

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

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

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

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

(v) FAR CLAUSE 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 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.

(w) FAR Clause 52.217-8 – Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor at any time prior to expiration of the contract.

(x) FAR Clause 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 30 days; 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.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

(aa) FAR Clause 52.252-2 – Clauses Incorporated by Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also the full text of a clause may be accessed electronically at this address:

http://www.arnet.gov.gov/far.

http://acquisition.gov/far/index.html http://www.dhs.gov/xopnbiz/regulations/#1

(ab) FAR Clause 52.252-6 – Authorized Deviations in Clause (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Homeland Security Acquisition Regulation. (48 CFR Chapter 3001) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

(ac) HSAR Clause 3052.204-71 Contractor Employee Access with Alternate II (SEP 2012)

(a) Sensitive Information, as used in this clause, means any information, which if lost, misused, disclosed, or, without authorization is accessed, or modified, could adversely affect the national or homeland security interest, the conduct of Federal programs, or the privacy to which individuals are entitled under section 552a of title 5, United States Code (the Privacy Act), but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense, homeland security or foreign policy. This definition includes the following categories of information:

(1) Protected Critical Infrastructure Information (PCII) as set out in the Critical Infrastructure Information Act of 2002 (Title II, Subtitle B, of the Homeland Security Act, Public Law 107-296, 196 Stat. 2135), as amended, the implementing regulations thereto (Title 6, Code of Federal Regulations, Part 29) as amended, the applicable PCII Procedures Manual, as amended, and any supplementary guidance officially communicated by an authorized official of the Department of Homeland Security (including the PCII Program Manager or his/her designee);

(2) Sensitive Security Information (SSI), as defined in Title 49, Code of Federal Regulations, Part 1520, as amended, “Policies and Procedures of Safeguarding and…