HSFE50-12-R-0044.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL BUSINESS

(EDWOSB)

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO.

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. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

(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 AND 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 _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED 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 (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 5/2011)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 56

HSFE50-12-R-0044 06-15-2012

CHRISTINE TODD 540-542-5283 EST

07-13-2012,5:00PM

FEDERAL EMERGENCY MANAGEMENT AGENCY

MT. WEATHER EMERGENCY OPERATIONS CENTER

ATTN: CHRISTINE TODD, 540-542-5283

19844 BLUE RIDGE MOUNTAIN ROAD

MT WEATHER VA 20135-2006

X

334210

1000 Employees

N/A

X

SEE Section B.3, page B-9 SEE BOX 9.

See CONTINUATION Page

SEE SOW

See CONTINUATION Page

X X

X 1

HSFE50-12-R-0044 Section B

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SECTION B - CONTINUATION BLOCK

HSFE50-12-R-0044 Section B

Table of Contents

SECTION A ..................................................................................................................................................... A-1

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS ........................ A-1

SECTION B - CONTINUATION BLOCK .................................................................................................... B-1

B.1 IDENTIFICATION OF GOVERNMENT OFFICIALS .................................................................... B-9

SECTION C - CONTRACT CLAUSES ........................................................................................................ C-1

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMSC-6

C.1 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997) ........... C-6 C.2 HSAR 3052.242-72 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (DEC 2003)C-6 C.3 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) ...................................... C-6 C.4 NARA RECORDS MANAGEMENT LANGUAGE FOR CONTRACTS ...................................... C-7

C.5 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (AUG 2011) ............................................ C-8

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS ................................... D-1

SECTION E - SOLICITATION PROVISIONS ............................................................................................ E-1

ADDENDUM TO FAR 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS ......... E-4 E.1 52.216-1 TYPE OF CONTRACT (APR 1984) ............................................................................... E-4 E.2 52.233-2 SERVICE OF PROTEST (SEP 2006) .............................................................................. E-4 E.3 52.212-2 EVALUATION--COMMERCIAL ITEMS (JAN 1999) ................................................... E-8

E.4 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-- COMMERCIAL ITEMS

(MAY 2011) .................................................................................................................................... E-8 E.5 NOTICE OF FILING REQUIREMENTS FOR AGENCY PROTESTS ........................................ E-19

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STATEMENT OF WORK

BACKGROUND

The Federal Emergency Management Agency (FEMA) administers the National Warning System (NAWAS), a 24-hour telephone system used to convey warnings to Federal, State and local governments, as well as the military and civilian population. NAWAS emphasis is on natural and technological disasters.

In today’s environment, the threats imposed by disasters make it imperative for all government officials to have access to an effective and reliable means of warning the public of impending emergencies so that they may take protective actions. NAWAS is used to disseminate warning information concerning natural and technological disasters to various warning points throughout the United States and the Virgin Islands. NAWAS allows issuance of warnings to all stations nationwide or to selected stations as dictated by the situation.

FEMA operates and administers two separate NAWAS conference bridges to facilitate the rapid notification of emergency management officials in case of impending disasters and to support FEMA’s all-hazard emergency management mission. FEMA issues warnings primarily to ten (10) FEMA Regions connected to the conference bridge by dedicated hoot n’ holler circuits. The Regions can then disseminate the warning information to state systems for further dissemination to local communication systems.

APPLICABLE DOCUMENTS

Title VI of the Robert T. Stafford Disaster Relief and Emergency Assistance Act authorizes FEMA to use the NAWAS to support the All-Hazards emergency response mission of FEMA.

SCOPE OF WORK

The scope of this requirement is to provide a fully functional NAWAS Conference Bridge solution to replace the current NAWAS conference bridges at two FEMA site located in Virginia & Georgia. This requirement also includes training, maintenance and warranty of the goods and services obtained. The objectives of this project are to replace the current NAWAS conference bridges that have reached “end-of-life” with a new solution that functions in a manner similar to the existing bridges. Although a consolidated solution that provides traditional voice conferencing, Hoot N’ Holler party line conferencing, and utilizes a single system administrative tool is preferred; Contractors may propose alternative “hybrid” solutions.

Description of Current Conference Bridge

The current conference bridge provides the bridging and alerting of the NAWAS circuits, the activation of the EAS system, and basic meet-me teleconference capabilities. Two (2) Comlabs Micro Controller Unit (MCU) Terminals with keypads are connected to the conference bridge via 4-wire line cards in a local PBX. The system “passes” DTMF signaling generated by the MCU terminal operator to remote terminals to provide the NAWAS alerting function. The system also includes two (2) Operator Positions; one for NAWAS operations and one for Emergency Alerting System (EAS) operations.

The bridge is based on a Spectel 7000 integrated conference platform that includes a main chassis and system server. The bridge chassis directly interfaces twelve (12) 4-wire dedicated circuits, six (6) DS-1circuits, and a system server. The 4-wire interfaces do not utilize signaling and are dedicated “party lines” that connect directly to the ten (10) FEMA Regions, location 2200, and an EAS encoder-decoder (ENDEC). Four (4) DS-1 circuits connect to a local PBX and two (2) are connected to a remote PBX.

Attachment B provides a “functional block diagram” of the current NAWAS Bridge configuration.

Requirement

This requirement provides for a turn-key implementation of two (2) conference bridges that can function as either separate bridges or as a single bridge that enables FEMA to effectively and efficiently operate and administer primary and secondary conference bridges. The solution must be able to bridge dedicated Hoot n’ Holler circuits, Public Switched Telephone Networks (PSTN), and

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IP networks in a single conference. Additionally, the solution must be capable of intuitive system operation and administration in a manner similar to the existing conference bridges. Examples of the current NAWAS conference bridge operator console graphical user interface (GUI) features and functionality are provided in Attachment A.

System Requirements The Vendor shall deliver, set up, optimize, and test NAWAS conference bridge systems at FEMA sites that are fully integrated with the existing 4-wire and PBX interface circuits at those sites. The systems when integrated shall preserve current conference bridge features and functionality (see Attachment A) and shall meet the following specific requirements:

Features and Functionality Requirements

The conference bridge systems shall support the following system features and functionality:

• Windows based web menu/icon driven graphical user interface

• System Menus (minimum) o Conferences o Monitor o Users o Groups o Reports o Help o Exit

• Conference participant specific functionality and associated specific icons o Participant can talk/Participant can not talk (mute/unmute talk) o Participant can listen/Participant not able to listen (mute/unmute listen) o Move Participant to sidebar o Standard Gain Control o Automatic Gain Control o Manual Gain Control o Volume Slider

• User Management functionality o Create Users

B-4 o Change Users PIN o Add Conferences to Users o Set Conference talk and listen priveleges o Remove conferences from Users o Add Groups to Users o Remove Groups from Users o Edit Users o Delete Users

• Conference Management functionality o Add Users o Delete Users o Edit Conference o Delete Conference o Dial Out

• Sound Quality Management o Echo cancellation o DTMF tone cancellation o Tone clamping o Minimum latency management o Full talk and listen

• Security Management o System access levels (minimum of 4 levels) o User ID and PIN (for dial in users) o Authentication lockout (lock users out afer multiple login attempts)

• Search/filter capability for conferences, groups, and users

• Search/filter capability for static lines

• Operator attended, password protected or reservationless access

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• Separate Moderator and participant codes

• Personal ID number

• DNIS/DDI and roll call capabilities

• Entry and exit tones and/or messages

• Customizable messages

• Full side bar and monitoring capabilities

• Automatic and manual gain controls

• Operator Initiated Dial-Out Conferencing o Individual Dial o Blast Dial

• Moderator Inititated Dial-Out Conferencing (DTMF Operator Dial-out)

• Ability to “pass” DTMF signalling initiated from Comlabs MCU

• Drag and Drop call to any conference

• Preconfigured end user, conference, broadcast, usage and static line reports o Users o Conferences o Conference Users o Conference and User Usage

System Interface and Capacity Requirements

Each of the two (2) conference bridge systems shall be capable of interfacing and supporting the following:

Twelve (12) 4-Wire 600 ohm analog Hoot n’ Holler circuits (no signaling) per system Six (6) T1 (TDM) circuits with a minimum of 138 ports per system VoIP (unicast) interface Two (2) administrator/operator positions per system

TASKS

Task 1.0 – Task Administration

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Subtask 1.1—The Contractor shall develop and submit to the FEMA COTR for review, ten days after receipt of order (ARO) for each Task, a work plan/project schedule for completing the particular task. The Contractor’s work plan shall depict a detailed project schedule, including tasks, resources, and costs. The work plan will be reviewed and approved by the FEMA COTR.

Subtask 1.2—The Contractor shall provide weekly Status Reports to the FEMA COTR, which shall include, at a minimum: (1) overall progress, major accomplishments, and deliverables for the current reporting period; (2) a summary of the tasks due during the next reporting period; and (3) any current and foreseeable problems and proposed corrective actions.

Task 1.0 Deliverables:

Work Plan (updated as required or as directed) Weekly Status Reports

Task 2.0 – System Implementation

The Contractor shall develop furnish, deliver, install and connect completely all of the hardware, software, and applications required to implement a fully functional FEMA NAWAS Conference Bridge solution. The implementation shall also include system operation and administration training for ten (10) operations staff at both the FEMA locations. The Contractor may propose multiple training methods (on-site, off-site, web-based, train-the-trainer, etc.).

Subtask 2.1 - The Contractor shall prepare and submit a detailed Implementation Plan that includes:

1. A complete project schedule indicating the sequence and anticipated dates of acquisition of major equipment and installation milestones. Include any shop assembly, on-site assembly, on-site cable installation, site visits, on-site equipment installation, system acceptance testing, system training as well as other important activities and milestones. Indicate the sequence of installation and completion by system or sub-system, as applicable.

2. Provide a complete project team list. Include names and all contact information (email address, cell phone, etc.) for the Contractor’s Project Manager, Lead Engineer, Lead Installer, and any other pertinent team members. Include names and contact information for all sub-contractors.

Subtask 2.2 - The Contractor shall perform the implementation and integration of a turn-key solution.

Subtask 2.3 -The Contractor shall furnish “As-Built” System Drawings and documentation that provide the detailed layout of the various items of equipment, their functional relationships, and associated interconnectivity. Contractor shall furnish manufacturer documentation for all new equipment and appliances.

Subtask 2.4 – The Contractor shall furnish any and all equipment “Users Manual” and “Administrators Manual” necessary to provide detailed instructions for users to utilize the system and the administrator to manage the system.

Subtask 2.5 - The Contractor shall conduct System Acceptance Testing, witnessed by the FEMA COTR and conducted in accordance with the “system acceptance testing” process described in the Contractor’s Implementation Plan.

Subtask 2.6 - The Contractor shall prepare and submit a detailed Training Plan that will furnish FEMA with the training to properly operate the system. The Training Plan shall include recommended training method, training time (in hours), and content.

Subtask 2.7 - The Contractor shall conduct a training session for system users and administrators in accordance with the “training” solution described in the Contractor’s Implementation Plan.

Task 2.0 Deliverables:

Implementation Plan FEMA NAWAS Conference Bridge Implementation Complete “As-Built” Drawings User and Administrator Manuals

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System Acceptance Testing Training Plan Training Sessions

DELIVERABLES

Task Deliverables and Delivery Schedule

Task/ Subtask Deliverable Schedule

1.0/1.1 Work Plan (updated as required or as directed) 10 days after Task Order is issued 1.0/1.2 Weekly Status Reports Every Tuesday 2.0/2.1 Implementation Plan 30 days from “Kick-off Meeting” 2.0/2.4 User and Administrator Manuals 30 days from “Kick-off Meeting” 2.0/2.6 Training Plan 30 days from “Kick-off Meeting” 2.0/2.3 Complete “As- Built” Drawings 120 Days after Task Order is issued

2.0 Implementation of Conference Bridge at FEMA

sites 120 Days after Task Order is issued

Security

a. Contractor personnel are to be comprised of individuals with TS/SCI, TS and Secret Clearances. All contractor personnel shall possess the required clearance. Security requirements in the performance of this contract shall be maintained in accordance with FAR 52.204-2 Security Requirements and the DD Form 254.

b. Documents generated that are related to this project shall include, as a minimum, the protective footer marking, “(FOUO) For Official Use Only,” unless otherwise directed by the Government. All data, software, equipment, analysis results, and reports and briefings generated during this task order are the property of the U.S. Government and not releasable to third parties without express written consent of the Government.

c. SECURITY REQUIREMENTS

The Contractor will require access to:

A. COMMUNICATIONS SECURITY (COMSEC) INFORMATION - NO

B. RESTRICTED DATA - NO

C. CRITICAL NUCLEAR WEAPON DESIGN INFORMATION - NO

D. FORMERLY RESTRICTED DATA - NO

E. INTELLIGENCE INFORMATION

SENSTIVE COMPARTMENTAL INFORMATION - NO

NON SCI - NO

F. SPECIAL ACCESS INFORMATION - NO

G. NATO INFORMATION - NO

H. FOREIGN GOVERNMENT INFORMATION - NO

I. LIMITED DISSEMINATION INFORMATION - NO

J. FOR OFFICIAL USE ONLY - YES

K. OTHER (TO BE FILLED IN) – PHYSICAL ACCESS TO A CLASSIFIED FACILITY/AREA TO

PERFORM INSTALLATION OF AN UNCLASSIFIED SYSTEM

In Performing this Contract, the Contractor will:

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A. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER -

CONTRACTOR’S FACILITY OR A GOVERNMENT FACILITY – NO

B. RECEIVE CLASSIFIED DOCUMENTS ONLY - NO

C. RECEIVE AND GENERATE CLASSIFIED MATERIAL - NO

D. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE - NO

E. PERFORM SERVICES ONLY - YES

F. HAVE ACCESS TO U.S. CLASSIFED INFORMATION OUTSIDE THE U.S. -

PUERTO RICO, U.S. POSSESIONS AND TRUST TERRITORIES - NO

G. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE TECHNICAL -

INFORMATION (DTIC) OR OTHER SECONDARY DISTRUBITION CENTER - NO

H. REQUIRE A COMSEC ACCOUNT - NO

I. HAVE TEMPEST REQUIREMENTS - NO

J. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS - NO

K. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE - NO

L. OTHER (SPECIFY) - NO

Security Requirements and Organizational Conflicts of Interest

Personnel accessing DHS and/or FEMA worksites will require security in-processing, including a Top Secret security clearance in accordance with Homeland Security Presidential Directive 12. (This statement covers all security requirements associated with this project).

The Contractor may be exposed to nonpublic or otherwise sensitive information subject to restricted use and disclosure.

Accordingly, all personnel assigned to the project must sign a nondisclosure agreement as prescribed by the Contracting Officer.

Furthermore, the assessment’s findings, analytical conclusions, and recommendations, shall be restricted from disclosure to persons not specifically affiliated with the project unless otherwise approved by the Contracting Officer.

If access to government information technology (IT) systems is necessary, federal, DHS, and/or local IT security requirements must be followed.

In accordance with FAR 9.505-1, a Contractor that provides systems and technical direction for a system but does not have overall contractual responsibility for its development, its integration, assembly, and checkout, or its production shall not be awarded a contract to supply the system or any of its major components; or be a subcontractor or consultant to a supplier of the system or any of its major components.

Confidentiality of Data and Information

The contractor may have access to information in the possession of the Government for which the Government's right to use and disclose the data and information is restricted, or which may be of a nature that its dissemination or use, other than in the performance of this contract, would be adverse to the interests of the Government or other parties. Therefore, the contractor agrees to abide by any restrictive use conditions on such data and not to:

1) Knowingly disclose such data and information to others without written authorization from the Contracting Officer, unless the Government has made the data and information available to the public;

2) Use for any purpose other than the performance of this contract.

The contractor agrees to hold the Government harmless and indemnify the Government from any cost/loss resulting from the unauthorized use or disclosure of third party data or software by the contractor, its employees, Sub-Contractors, or agents.

Subcontracts are anticipated under this Statement of Work, if deemed appropriate by both the Government and the contractor, the contractor agrees to include the substance of this provision in all subcontracts awarded under this contract.

Except as the Contracting Officer specifically authorizes in writing, upon completion of all work under the contract, the contractor shall return all such data and information obtained from the Government, including all copies, modifications, adaptation, or

B-9 combinations thereof, to the Contracting Officer. Any data obtained from another company shall be disposed of in accordance with the contractor's agreement with that company, or, if the agreement makes no provision for disposition, shall be returned to that company. The contractor shall further certify in writing to the Contracting Officer that all copies, modifications, adaptations or combinations of such data or information which cannot reasonably be returned to the Contracting Officer (or to a company), have been deleted from the contractor's (and any Sub-Contractor's) records and destroyed.

B.1 IDENTIFICATION OF GOVERNMENT OFFICIALS

The Government Officials assigned to this contract are as follows:

Contract Specialist:

Name: CHRISTINE TODD

Phone: 540-542-5283

Contracting Officer’s Technical Representative:

Name: TBD

B.2 PLACE OF PERFORMANCE

Work will be performed at the Contractor’s Site and at FEMA locations in Virginia and Georgia. Government furnished work space will not be provided for this effort.

Tasks may be performed at the Contractor facility/facilities (via VPN solution on a Government furnished laptop, if VPN is required a site survey will be completed by the contractor prior to access of the FEMA network).

The places of performance shall be at the following location:

Federal Emergency Management Agency Mt. Weather Emergency Operations Center 19844 Blue Ridge Mountain Road Mt. Weather, VA 20135

Federal Emergency Management Agency FEMA Region IV Thomasville, GA

B.3 PERIOD OF PERFORMANCE

FEMA intends to award one (1) base period of 120 days.

OFFICIAL START DATE TO BEGIN ON DATE OF AWARD

HSFE50-12-R-0044 Section C

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SECTION C - CONTRACT CLAUSES

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (Feb 2012)

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

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

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

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

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

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement 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;

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period 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

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(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti- Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

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

(2)

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

(A) Change the name in the CCR database;

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

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

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

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

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via CCR accessed through https://www.acquisition.gov or by calling 1-888-227-2423, or 269-961-5757.

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.1 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective--

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

C.2 HSAR 3052.242-72 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (DEC 2003)

(a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's Technical Representative (COTR) to perform functions under the contract such as review or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COTR under the contract.

(b) The Contracting Officer cannot authorize the COTR or any other representative to sign documents, such as contracts, contract modifications, etc., that require the signature of the Contracting Officer.

C.3 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

https://www.acquisition.gov/�

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This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.arnet.gov/far

52.227-14 RIGHTS IN DATA--GENERAL DEC 2007

52.227-16 ADDITIONAL DATA REQUIREMENTS JUN 1987

52.227-19 COMMERCIAL COMPUTER SOFTWARE LICENSE DEC 2007

52.245-1 GOVERNMENT PROPERTY AUG 2010

ALTERNATE I (AUG 2010)

52.245-9 USE AND CHARGES AUG 2010

(End of Addendum to 52.212-4)

C.4 NARA RECORDS MANAGEMENT LANGUAGE FOR CONTRACTS

The following standard items relate to records generated in executing the contract and should be included in a typical Electronic Information Systems (EIS) procurement contract:

1. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

2. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

3. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

4. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

5. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

6. The Government Agency owns the rights to all data/records produced as part of this contract.

7. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

8. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format (paper, electronic, etc.) or mode of transmission (e-mail, fax, etc.) or state of completion (draft, final, etc.).

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9. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation.

Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

10. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

C.5 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS--COMMERCIAL ITEMS (AUG 2011)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104 (g)).

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

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78)

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

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C.

253g and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010)(Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

[] (5) 52.204-11, American Recovery and Reinvestment Act-Reporting Requirements (JUL 2010) (Pub. L. 111-5).

[X] (6) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 6101 note).

[] (7) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section 740 of Division C of Public Law 111-117, section 743 of Division D of Public Law 111-8, and section 745 of Division D of Public Law 110-161)

[] (8) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (JAN 2011) (15 U.S.C. 657a).

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[X] (9) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (10) [Reserved]

[] (11)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-6.

[] (iii) Alternate II (Mar 2004) of 52.219-6.

[] (12)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[X] (13) 52.219-8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637(d)(2) and (3)).

[] (14)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2011) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (Oct 2001) of 52.219-9.

[] (iii) Alternate II (Oct 2001) of 52.219-9.

[] (iv) Alternate III (JUL 2010) of 52.219-9.

[] (15) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

[] (16) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (17)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer.)

[] (ii) Alternate I (June 2003) of 52.219-23.

[] (18) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting (DEC 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (19) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (Oct 2000) (Pub. L. 103- 355, section 7102, and 10 U.S.C. 2323).

[] (20) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

[X] (21) 52.219-28,…