HSFE70-16-R-0007_Caribbean_Deep_Sea_Freight.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE

See Block 31c

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

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. DUNS: DUNS+4:

PHONE: FAX:

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. 2/2012)

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 58

HSFE70-16-R-0007 May 16, 2016

Alfredia G. Allen 202-646-3908 June 3, 2016 @

2:00 PM EST

Federal Emergency Management Agency Office of the Chief Procurement Officer

500 C Street, S.W., PP 5th Floor Washington DC 20472

X

483111

N/A

X

FEMA Finance Center

P.O. Box 9001 Winchester VA 22604

See CONTINUATION Page

The purpose of this procurement is to provide deep sea freight transport for specific disaster events.

Please refer to the Statement of work, Attachment 1, for the description of requirements for the items and services being requested.

Please submit all questions no later than May 20, 2016 by 3:00 PM EST to Alfredia.Allen@fema.dhs.gov or Isaac.Chapple@fema.dhs.gov.

Proposals are due no later than June 3, 2016, at 2:00 PM

EST.

See CONTINUATION Page

X X

Alfredia G. Allen Contracting Officer

Federal Emergency Management Agency Isaac Chapple, Contract Specialist 500 C. Street SW., 3rd Floor Washington, DC 20472

Table of Contents

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

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

SECTION B - CONTINUATION BLOCK ................................................................................................... B-2

B.1 General ............................................................................................................................................ B-2 B.2 PRICE/COST SCHEDULE ............................................................................................................. B-7 B.3 MINIMUM AND MAXIMUM FUNDING LIMITATIONS ......................................................... B-7 B.4 IDENTIFY OF GOVERNMENT OFFICIALS ............................................................................... B-7 B.5 PERIOD OF PERFORMANCE ...................................................................................................... B-7 B.6 PLACE OF PERFORMANCE ....................................................................................................... B-7 B.6 BILLING INSTRUCTIONS .......................................................................................................... B-8 B.6 INVOICE INSTRUCTIONS .......................................................................................................... B-8

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

C.1 52.202-1 DEFINITIONS. ................................................................................................................ C-1 C.2 52.212-4 CONTRACT TERMS AND CONDITIONS – CONTRACT TERMS .......................... C-3

C.3 52.212-4 ADDENDUM TO CONTRACT TERMS AND CONDITIONS – CONTRACT

TERMS ........................................................................................................................................... C-7

C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TI IMPLEMENT STATUTES

OR EXECUTIVE ORDERS – COMERCIAL ITEMS (OCT 2015) ............................................ C-15 C.5 52.216-2 ECONOMIC PRICE ADJUSTMENT – STANDARD SUPPLIES .............................. C-15 C.6 52.216-8 ORDERING (OCT 1995) .............................................................................................. C-16 C.7 52.216-19 ORDERING LIMITATIONS (OCT 1995) ................................................................. C-17 C.8 52.216-22 INDIFINITE QUANTITY (OCT 1995) ...................................................................... C-17 C.9 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) ........................................................ C-17 C.10 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ................. C-17 C.11 52.246-25 LIMITATION OF LIABILITY – SERVICES (FEB 1997) ........................................ C-18 NARA RECORDS MANAGEMENT LANGUAGE FOR CONTRACTS ................................. C-18

HSAR 3052.212-70 CONTRACT TERMS AND CONDITIONS APPLICABLE TO DHS

ACQUISITION OF COMMERCIAL ITEMS (SEP 2012) .......................................................... C-19

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

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

E.1 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS ....................................... E-1 E.2 52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014) ................................................. E-6 E.3 BASIS FOR AWARD ..................................................................................................................... E-9 E.4 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTETRS (JUL 2013) .......... E-10 E.5 52.216-1 TYPE OF CONTRACT (APR 1984) .............................................................................. E-11 E.6 52.233-2 SERVICE OF PROTEST (SEP 2006) ............................................................................. E-11

E.7 HSAR 3052.209-79 REPRESENTATION BY CORPORATIONS REGARDING A FELONY

CRIMINAL VIOLATION UNDER ANY FEDERAL OR STATE LAW OR UNPAID FEDERAL

TAX LIABILITY (FEB 2014) ...................................................................................................... E-12

E.8 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998) .. E-13

E.9 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS

(MAR 2015) .................................................................................................................................. E-14 E.10 NOTICE OF FILING REQUIREMENTS FOR AGENCY PROTEST ........................................ E-26

HSFE70-16-R-0007 Section B

B-2

SECTION B – TERMS AND CONDITIONS

B.1 GENERAL

This solicitation will result in a Firm-Fixed Priced with Economic Adjustment Multiple Award, Indefinite-Delivery, and Indefinite-Quantity Contract to provide Land/Maritime Transportation Services to Support the USVI during disasters. The Contractor shall provide, in accordance with issued Task Orders (TOs), all management, supervision, labor, and materials necessary to perform these support services on an Indefinite-Delivery, Indefinite-Quantity (IDIQ) basis.

B.2 PRICE/COST SCHEDULE - BASE PERIOD: May 31, 2016 – May 30, 2017

Item No.

Description Contractor shall provide work in accordance with the Statement of Work

Qty Unit Unit Price See

Attachment

Amount

0001 Scenario 1: Commodity Pre- Positioning Task: Deliver empty shipping containers

EA

0002 Task: Surface line haul services of containerized IRR commodities from origin to port of embarkation.

EA

0003 Task: Container handling equipment (CHE) services at the origin location and port of embarkation

DAILY

0004 Task: Expedite loaded containers, via ocean vessel to assigned ports in the USVI, FOB destination.

BARGE

0005 Task: Container handling equipment (CHE) services at port of debarkation.

DAILY

0006 Task: Surface line haul services of containerized IRR commodities from port of debarkation.

EA

0007 Task: Container staging services. EA 0008 Task: Surface line haul services of containerized IRR commodities to FEMA designated POD.

EA

0009 Daily 20ft container retention rate EA 0010 Daily 40ft container retention rate EA 0011 Daily Counterbalance Forklift Truck rate DAILY 0012 Fuel Cost Gal 0013 Scenario 2: Commodity Pre-

Positioning Contractor will perform above tasks plus:

Task: Retrograde fully loaded containerized IRR commodities to origin loading facility.

EA

0014 Daily 20ft container retention rate EA 0015 Daily 40ft container retention rate EA 0016 Daily Counterbalance Forklift Truck rate DAILY 0017 Fuel Cost Gal

B-3

0018 Kick Off Meeting (Contractor Program Manager (PM) or equivalent round trip travel from PR to Washington, DC.

NA

Lot

$2,500.00 Total for Base Period $

PRICE/COST SCHEDULE - OPTION PERIOD I: May 31, 2017 – May 30, 2018

Description Contractor shall provide work in accordance with the Statement of Work

Qty Unit Unit Price See

Attachment

Amount

1001 Scenario 1: Commodity Pre- Positioning Task: Deliver empty shipping containers

EA

1002 Task: Surface line haul services of containerized IRR commodities from origin to port of embarkation.

EA

1003 Task: Container handling equipment (CHE) services at the origin location and port of embarkation)

EA

1004 Task: Expedite loaded containers, via ocean vessel to assigned ports in the USVI, FOB destination.

BARGE

1005 Task: Container handling equipment (CHE) services at port of debarkation.

DAILY

1006 Task: Surface line haul services of containerized IRR commodities from port of debarkation.

EA

1007 Task: Container staging services. EA 1008 Task: Surface line haul services of containerized IRR commodities to FEMA designated POD.

EA

1009 Daily 20ft container retention rate EA 1010 Daily 40ft container retention rate EA 1011 Daily Counterbalance Forklift Truck rate DAILY 1012 Fuel Cost Gal 1013 Scenario 2: Commodity Pre-

Positioning Contractor will perform above tasks plus:

Task: Retrograde fully loaded containerized IRR commodities to origin loading facility.

EA

1014 Daily 20ft container retention rate EA 1015 Daily 40ft container retention rate EA 1016 Daily Counterbalance Forklift Truck rate DAILY 1017 Fuel Cost Gal Total for Option Period I $

PRICE/COST SCHEDULE - OPTION PERIOD II: May 31, 2018 – May 31, 2019

Description Contractor shall provide work in accordance with the Statement of Work

Qty Unit Unit Price Amount

B-4

See Attachment

2001 Scenario 1: Commodity Pre-Positioning Task: Deliver empty shipping containers (per SOW)

EA

2002 Task: Surface line haul services of containerized IRR commodities from origin to port of embarkation. (per SOW)

EA

2003 Task: Container handling equipment (CHE) services at the origin location and port of embarkation (per SOW)

EA

2004 Task: Expedite loaded containers, via ocean vessel to assigned ports in the USVI, FOB destination.

BARGE

2005 Task: Container handling equipment (CHE) services at port of debarkation. (per

SOW)

DAILY

2006 Task: Surface line haul services of containerized IRR commodities from port of debarkation.(per SOW)

EA

2007 Task: Container staging services. (per

SOW)

EA

2008 Task: Surface line haul services of containerized IRR commodities to FEMA designated POD. (per SOW)

EA

2009 Daily 20ft container retention rate EA 2010 Daily 40ft container retention rate EA 2011 Daily Counterbalance Forklift Truck rate DAILY 2012 Fuel Cost Gal 2013 Scenario 2: Commodity Pre-Positioning

Contractor will perform above tasks plus:

Task: Retrograde fully loaded containerized IRR commodities to origin loading facility. (per SOW)

EA

2014 Daily 20ft container retention rate EA 2015 Daily 40ft container retention rate EA 2016 Daily Counterbalance Forklift Truck rate DAILY 2017 Fuel Cost Gal Total for Option Period II $

PRICE/COST SCHEDULE - OPTION PERIOD III: May 31, 2019 – May 30, 2020

Description Contractor shall provide work in accordance with the Statement of Work.

Qty Unit Unit Price See

Attachment

Amount

3001 Scenario 1: Commodity Pre-Positioning Task: Deliver empty shipping containers

EA

3002 Task: Surface line haul services of containerized IRR commodities from origin to port of embarkation.

EA

B-5

3003 Task: Container handling equipment (CHE) services at the origin location and port of embarkation

EA

3004 Task: Expedite loaded containers, via ocean vessel to assigned ports in the USVI, FOB destination.

BARGE

3005 Task: Container handling equipment (CHE) services at port of debarkation.

DAILY

3006 Task: Surface line haul services of containerized IRR commodities from port of debarkation.

EA

3007 Task: Container staging services. EA 3008 Task: Surface line haul services of containerized IRR commodities to FEMA designated POD.

EA

3009 Daily 20ft container retention rate EA 3010 Daily 40ft container retention rate EA 3011 Daily Counterbalance Forklift Truck rate DAILY 3012 Fuel Cost Gal 3013 Scenario 2: Commodity Pre-Positioning

Contractor will perform above tasks plus:

Task: Retrograde fully loaded containerized IRR commodities to origin loading facility.

EA

3014 Daily 20ft container retention rate EA 3015 Daily 40ft container retention rate EA 3016 Daily Counterbalance Forklift Truck rate DAILY 3017 Fuel Cost Gal Total for Option Period III $

PRICE/COST SCHEDULE - OPTION PERIOD IV: May 31, 2020 – May 30, 2021

Description Contractor shall provide work in accordance with the Statement of Work

Qty Unit Unit Price See

Attachment

Amount

4001 Scenario 1: Commodity Pre-Positioning Task: Deliver empty shipping containers

EA

4002 Task: Surface line haul services of containerized IRR commodities from origin to port of embarkation.

EA

4003 Task: Container handling equipment (CHE) services at the origin location and port of embarkation

EA

4004 Task: Expedite loaded containers, via ocean vessel to assigned ports in the USVI, FOB destination.

BARGE

4005 Task: Container handling equipment (CHE) services at port of debarkation.

DAILY

4006 Task: Surface line haul services of containerized IRR commodities from port of debarkation.

EA

4007 Task: Container staging services. EA

B-6

4008 Task: Surface line haul services of containerized IRR commodities to FEMA designated POD.

EA

4009 Daily 20ft container retention rate EA 4010 Daily 40ft container retention rate EA 4011 Daily Counterbalance Forklift Truck rate DAILY 4012 Fuel Cost Gal 4013 Scenario 2: Commodity Pre-Positioning

Contractor will perform above tasks plus:

Task: Retrograde fully loaded containerized IRR commodities to origin loading facility.

EA

4014 Daily 20ft container retention rate EA 4015 Daily 40ft container retention rate EA 4016 Daily Counterbalance Forklift Truck rate DAILY 4017 Fuel Cost Gal Total for Option Period IV $

B.3 MINIMUM AND MAXIMUM FUNDING LIMITATION

The contract is in support of a disaster. The definite guarantee for this requirement is set at $15,000.00 and the ceiling is currently set at $2,000,000.00 / IDIQ.

B.4 IDENTIFICATION OF GOVERNMENT OFFICIALS

The Government Officials assigned to this contract are as follows:

Administrative Contractive Officer:

Name: Alfredia Allen

Phone: 202-646-3908

Contracting Officer’s Representative:

Name: To be named after award

Phone:

Fax:

B.5 PERIOD OF PERFORMANCE

The period of performance for this effort is from date of award for a period of one (1) year thereafter, hereto referred to as the base period. This effort includes four 12 month option year periods, which may be unilaterally exercised by the government. Each option year period shall not exceed 12 months in duration, unless mutually agreed upon and a formal modification issued by the FEMA Contracting Officer. All terms and conditions applicable to the base period shall extend to the option year(s) unless otherwise agreed upon and a formal modification issued by the FEMA Contracting Officer. The option year period(s) are not subject to the availability of funds.

B-7

B.6 PLACE OF PERFORMANCE

St. Thomas Crown Bay Seaport Charlotte Amalie, St. Thomas 00803

St. Croix The Container Port Seaport Kings-hill, St Croix 00851

St. John Saint John Ferry terminal St John 00830 U.S. Virgin Islands, Cruz Bay

B.7 BILLING INSTRUCTIONS

Contractors will use Standard Form 1034 (Public Voucher for Purchases and Services Other Than Personal) located at http://www.gsa.gov/portal/forms/type/SF when submitting a payment request. A payment request means any invoice or request for contract financing payment requesting reimbursement for supplies or services rendered. The Contractor shall not be paid more frequently than on a monthly basis.

Contractors must submit vouchers electronically in pdf format to the FEMA Finance Center at FEMA- Finance-Offeror’s- Payments@fema.dhs.gov. The submission of vouchers electronically will reduce correspondence and other causes for delay to a minimum and will facilitate prompt payment to the Contractor. Paper vouchers mailed to the finance center will not be processed for payment. If the Contractor is unable to submit a payment request in electronic form, the contractor shall submit the payment request using a method mutually agreed to by the Contractor, the Contracting Officer, and the payment office.

B.8 INVOICE INSTRUCTIONS

The contractor shall submit a monthly invoice upon delivery and acceptance of all supplies or services as specified in the Section B clause, “Consideration and Payment”. Invoices shall be submitted as follows:

Contractors will use Standard Form 1034 (Public Voucher for Purchases and Services Other Than Personal) and SF 1035 Continuation sheet when requesting payment for supplies or services rendered. The voucher must provide a description of the supplies or services, by line item (if applicable), quantity, unit price, and total amount. The item description, unit of measure, and unit price must match those specified in the contract. Invoices that do not match the line item pricing in the contract will be considered improper and will be returned to the Contractor.

SF 1034 and 1035 instructions: SF 1034 – Fixed Price

The information which a contractor is required to submit in its Standard Form 1034 is set forth as follows:

(1) U.S. Department, Bureau, or establishment and location insert the names and address of the servicing finance office unless the contract specifically provides otherwise.

(2) Date Voucher Prepared - insert date on which the public voucher is prepared and submitted.

(3) Contract/Delivery Order Number and Date - insert the number and date of the contract and delivery order, if applicable, under which reimbursement is claimed.

(4) Requisition Number and Date - leave blank.

(5) Voucher Number - insert the appropriate serial number of the voucher. A separate series of consecutive numbers, beginning with Number 1, shall be used by the contractor for each new contract. When an original voucher was submitted, but not paid in full because of suspended costs, resubmission http://www.gsa.gov/portal/forms/type/SF mailto:FEMA-Finance-Vendor-Payments@fema.dhs.gov mailto:FEMA-Finance-Vendor-Payments@fema.dhs.gov mailto:FEMA-Finance-Vendor-Payments@fema.dhs.gov

B-8 vouchers should be submitted in a separate invoice showing the original voucher number and designated with the letter "R" as the last character of the number. If there is more than one resubmission, use the appropriate suffix (R2, R3, etc.)

(6) Schedule Number; Paid By; Date Invoice Received - leave blank.

(7) Discount Terms - enter terms of discount, if applicable.

(8) Payee's Account Number - this space may be used by the contractor to record the account or job number(s) assigned to the contract or may be left blank.

(9) Payee's Name and Address - show the name of the contractor exactly as it appears in the contract and its correct address, except when an assignment has been made by the contractor, or the right to receive payment has been restricted, as in the case of an advance account. When the right to receive payment is restricted, the type of information to be shown in this space shall be furnished by the Contracting Officer.

(10) Shipped From; To; Weight Government B/L Number - insert for supply contracts.

(11) Date of Delivery or Service - show the month, day and year, beginning and ending dates of supplies or services delivered.

(12) Articles and Services - insert the following: "For detail, see Standard Form 1035 total amount claimed transferred from Page of Standard Form 1035.”

B.8.1 DEFECTIVE OR IMPROPER INVOICES (JUN 2014)

Name, title, phone number, and email of officials of the business concern who are to be notified when the Government receives an improper invoice.

__TBD________________________________________________________________________________________

B.8.2 Payment for Unauthorized Work

No payments will be made for any unauthorized supplies and/or services or for any unauthorized changes to the work governed under a particular task order. This includes any services performed by the contractor of their own volition or at the request of an individual other than a duly appointed FEMA Contracting Officer. Only a duly appointed FEMA Contracting Officer is authorized to change the specifications, terms, and conditions governed under this contract and/or subsequent task order(s).

(End of Section B)

HSFE70-16-R-0007 Section C

C-1

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 -- Contract Terms and Conditions -- Commercial Items (May 2015)

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

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

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

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

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

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

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

(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 electronic invoice 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;

C-2

(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—

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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 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;

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(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

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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.

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(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.

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

(End of Clause)

C.2 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.2.1 52.216-2 -- Economic Price Adjustment -- Standard Supplies (Jan 1997) https://www.acquisition.gov/

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(a) The Contractor warrants that the unit price stated in the Schedule for DLA Standard Fuel in dollars (see attachment (IV) is not in excess of the Contractor’s applicable established price in effect on the contract date for like quantities of the same item. The term “unit price” excludes any part of the price directly resulting from requirements for preservation, packaging, or packing beyond standard commercial practice. The term “established price” means a price that --

(1) Is an established catalog or market price for a commercial item sold in substantial quantities to the general public; and

(2) Is the net price after applying any standard trade discounts offered by the Contractor?

(b) The Contractor shall promptly notify the Contracting Officer of the amount and effective date of each decrease in any applicable established price. Each corresponding contract unit price shall be decreased by the same percentage that the established price is decreased. The decrease shall apply to those items delivered on and after the effective date of the decrease in the Contractor’s established price, and this contract shall be modified accordingly.

(c) If the Contractor’s applicable established price is increased after the contract date, the corresponding contract unit price shall be increased, upon the Contractor’s written request to the Contracting Officer, by the same percentage that the established price is increased, and the contract shall be modified accordingly, subject to the following limitations:

(1) The aggregate of the increases in any contract unit price under this clause shall not exceed 10 percent of the original contract unit price.

(2) The increased contract unit price shall be effective --

(i) On the effective date of the increase in the applicable established price if the Contracting Officer receives the Contractor’s written request within 10 days thereafter; or

(ii) If the written request is received later, on the date the Contracting Officer receives the request.

(3) The increased contract unit price shall not apply to quantities scheduled under the contract for delivery before the effective date of the increased contract unit price, unless failure to deliver before that date results from causes beyond the control and without the fault or negligence of the Contractor, within the meaning of the Default clause.

(4) No modification increasing a contract unit price shall be executed under this paragraph (c) until the Contracting Officer verifies the increase in the applicable established price.

(5) Within 30 days after receipt of the Contractor’s written request, the Contracting Officer may cancel, without liability to either party, any undelivered portion of the contract items affected by the requested increase.

(d) During the time allowed for the cancellation provided for in subparagraph (c)(5) of this clause, and thereafter if there is no cancellation, the Contractor shall continue deliveries according to the contract delivery schedule, and the Government shall pay for such deliveries at the contract unit price, increased to the extent provided by paragraph (c) of this clause.

(End of Clause)

C.2.2 52.216-18 – Ordering (Oct 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from May 31, 2016 through May 31, 2021.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

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(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail.

Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.2.3 52.216-19 -- Order Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 1 Push Package Delivered to any of the USVI, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of 6 Push Packages Delivered to Any of the USVI;

(2) Any order for a combination of items in excess of 12 Push Packages Delivered to any of the USVI; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within _30__ days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.2.4 52.216-22 -- Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause.

The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during

C-9 the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after May 30, 2021.

C.2.5 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 within 7 days.

(End of Clause)

C.2.6 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 45 day 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 five (5) years.

(End of Clause)

C.2.7 52.246-25 -- Limitation of Liability – Services (Feb 1997)

(a) Except as provided in paragraphs (b) and (c) below, and except to the extent that the Contractor is expressly responsible under this contract for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services), the Contractor shall not be liable for loss of or damage to property of the Government that --

(1) Occurs after Government acceptance of services performed under this contract; and

(2) Results from any defects or deficiencies in the services performed or materials furnished.

(b) The limitation of liability under paragraph (a) above shall not apply when a defect or deficiency in, or the Government’s acceptance of, services performed or materials furnished…