M00264-16-T-0172.docx

M00264-16-T-0172

Section SF 1449 - CONTINUATION SHEET

Gallery 17, CHILDREN ACTIVITY AREA

FFP

Provide lighting fixtures in accordance with SOW Task 3.1 Period of Performance: Light fixtures for this task are to be delivered on or before 20 October 2016.

FOB: Destination

PURCHASE REQUEST NUMBER: M3040016SUHC003

NET AMT

0001AA

Miro Cube, WNC (FIXTURE CG-1)

In accordance with the SOW 6.2. Delivery to be made on or before 20 Oct 2016.

MILSTRIP: M30400

NET AMT

0001AB

Miro Cube, RGB (FIXTURE CG-2)

In accordance with the SOW 6.3. Delivery to be made on or before 20 Oct 2016.

NET AMT

0001AC

4 degree lamp (FIXTURE CG-3)

In accordance with the SOW 6.4. Delivery to be made on or before 20 Oct 2016.

NET AMT

0001AD

4 degree housing (FIXTURE CG-3)

In accordance with the SOW 6.4. Delivery to be made on or before 20 Oct 2016.

NET AMT

0001AE

Times Square LED fixture (FIXTURE CG-4)

In accordance with the SOW 6.5. Delivery to be made on or before 20 Oct 2016.

NET AMT

0001AF

DMX LIGHTING TRACK (FEET)

In accordance with the SOW 3.1. Delivery to be made on or before 20 Oct 2016.

NET AMT

GALLERY 18 HALL OF VALOR

Provide lighting fixtures in accordance with SOW Task 3.2 Period of Performance: Light fixtures for this task are to be delivered on or before 16 January 2017.

NET AMT

0002AA

Smart Lotis recessed inblackFIXTURE HV-1

Smart Lotis recessed in black Fixture HV-1. In accordance with the SOW 6.6. Light fixtures for this task are to be delivered on or before 16 January 2017.

NET AMT

0002AB

Smart Lotis recessedin whiteFIXTURE HV-6

Smart Lotis recessed in white fixture HV-6. In accordance with the SOW 6.11. Light fixtures for this task are to be delivered on or before 16 January 2017.

NET AMT

0002AC

Coloronix (FIXTURE HV-2)

In accordance with the SOW 6.7. Light fixtures for this task are to be delivered on or before 16 January 2017.

NET AMT

0002AD

Colorkinetics EW Powergraze FIXTURE HV-5

In accordance with the SOW 6.10. Light fixtures for this task are to be delivered on or before 16 January 2017.

NET AMT

0002AE

Prolume LED strip (feet) (FIXTURE HV-3)

In accordance with the SOW 6.8. Light fixtures for this task are to be delivered on or before 16 January 2017.

NET AMT

0002AF

LIGHTING SERVER RACK

In accordance with the SOW 3.2. Light fixtures for this task are to be delivered on or before 16 January 2017.

NET AMT

Each

GALLERY 19 ART GALLERY

Provide lighting fixtures in accordance with SOW Task 3.3 Period of Performance: Light fixtures for this task are to be delivered on or before 20 October 2016.

NET AMT

0003AA

Miro Cube, WNC (FIXTURE AG-1) n accordance with the SOW 6.2. Light fixtures for this task are to be delivered on or before 20 October 2016.

NET AMT

0003AB

Miro Cube RGB (FIXTURE AG-3)

In accordance with the SOW 6.3. Light fixtures for this task are to be delivered on or before 20 October 2016.

NET AMT

0003AC

4 degree lamp (FIXTURE AG-2)

In accordance with the SOW 6.4. Light fixtures for this task are to be delivered on or before 20 October 2016.

NET AMT

0003AD

4 degree housing (FIXTURE AG-2)

In accordance with the SOW 6.4. Light fixtures for this task are to be delivered on or before 20 October 2016.

NET AMT

0003AE

DMX LIGHTING TRACK (FEET)

In accordance with the SOW 3.3. Light fixtures for this task are to be delivered on or before 20 October 2016.

NET AMT

EXHIBIT LIGHTING FIXTURES SERVICES

In accordance with SOW paragraphs 3.1 through 6.1. Services to be delivered on or before 16 January 2017.

NET AMT

STATEMENT OF WORK

Statement of Work for Final Phase Exhibit Lighting Fixture Supply at the National Museum of the Marine Corps

1. Background

Open since November 10, 2006, the National Museum of the Marine Corps (NMMC), located at 18900 Jefferson Davis Hwy, Triangle, VA 22172, is a military history museum dedicated to showcasing the material history of the United States Marine Corps (USMC).

The NMMC consists of eleven (11) themed exhibit spaces:

Gallery 1 Leatherneck Gallery

Gallery 6 The New Republic Gallery 7 Global Expeditions Gallery 8 World War I

Each gallery portrays the history of the Marine Corps through artifacts, graphics, audio and video media, theatrical lighting, life cast figures, interactive displays, scenic tableaus, and dioramas. The NMMC is open to the general public from 09:00 AM until 5:00 PM, 364 days per year, every day except December 25.

The NMMC intends to expand the existing Marine Corps story beyond the Vietnam Gallery in a project titled Final Phase. This project entails the creation of new galleries that will extend the Marine Corps storyline line from 1976 to present day and update other related themed display spaces.

2. Scope

The contractor shall provide lighting fixtures for the Final Phase project in the following areas:

The contractor’s responsibilities include the procurement and shipping of all lighting fixtures and lighting track denoted on the design drawings. Any housings, trims, accessories, and options available to the fixture will be provided. All materials needed to make a complete working system will be provided with the exception of the wire and conduit necessary to run power to the fixture. There is no installation labor associated with this contract.

3.1 Tasks – Gallery 17, Childrens Activity Area

For Gallery 17, the Childrens’ Activity Area, the contractor will provide all track and fixtures as shown on the electrical engineering drawings from Summers Consultants.

Lighting track will be DMX compatible and will be provided in the lengths (or combinations of lengths) necessary to achieve the drawing layout, within the stock lengths available. Precise cutting of the track will be accomplished in the field and is not the responsibility of the contractor. The contractor will provide an additional 10% of each stock length to account for changes in field conditions. All track power heads, joiners, and endcaps necessary to complete the system will be provided, along with an additional 10% to account for changes in field conditions.

Fixtures that will be installed on track positions will be supplied with the appropriate track heads. These heads will be preinstalled onto the yokes of the fixture and be able to supply both power and DMX data from the track.

The contractor is not responsible for lighting elements in the artifact case or the scenic mounted backlights as shown in the drawing.

3.2 Tasks – Gallery 18, Hall of Valor

2. For Gallery 18, the Hall of Valor, the contractor will provide all fixtures as shown on the two electrical engineering drawings from Fentress Architects. In the case of the rotunda ceiling wash fixtures, power and data jumpers will be provided to allow for daisy-chaining of the fixtures as needed.

In addition to the fixtures, the contractor will supply a lighting control rack as outlined in the control rack diagram. The rack will be free standing and contain all the elements in the diagram, as well as all elements (connection cables, power raceway, etc.) needed to make the control rack a standalone functioning system for providing DMX control data to the gallery lighting fixtures.

The contractor will supply ten (10) electronic low voltage dimmer switches for dimming control of the rotunda ceiling fixtures.

The contractor is not responsible for lighting elements noted as artifact case lighting systems, the scenic mounted backlight, or the starfield effect above the rotunda.

3.3 Tasks – Gallery 19, Art Gallery

3. For Gallery 19, the Art Gallery, the contractor will provide all fixtures and track as shown on the electrical engineering drawings from Summers Consultants.

Lighting track will be DMX compatible and will be provided in the lengths (or combinations of lengths) necessary to achieve the drawing layout, within the stock lengths available. Precise cutting of the track will be accomplished in the field and is not the responsibility of the contractor. The contractor will provide an additional 10% of each stock length to account for changes in field conditions or errors. All track power heads, joiners, and endcaps necessary to complete the system will be provided, along with an additional 10% to account for changes in field conditions.

Fixtures that will be installed on track positions will be supplied with the appropriate track heads. These heads will be preinstalled onto the yokes of the fixture and be able to supply both power and DMX data from the track.

4. Submittals

The contractor will provide submittal documents showing all equipment to be provided and the quantities of each equipment piece. Equipment numbers will be broken down by Gallery. Government acceptance of the submittals will be required before any fixtures are provided the the Government. A sample fixture for each type submitted will be provided for testing to ensure that the fixture meets the performance requirements.

5. Other requirements

The contractor will supply a warranty that covers all defects from the manufacturing process for a period of three years. All miscellaneous costs, including shipping, will be included.

6. Fixture Performance Requirements

The submitted fixtures will contain the following performance metrics:

6.1 Lighting Track:

1. DMX compatible – track will provide both power and data control to the fixture.

2. Dual Circuit capability

3. All track shown on drawings LT-122 and LT-127A will be in matte white. All track shown on LT-127B will be in matte black.

4. Track must be able to be recessed into ceiling structure, be surface mounted, or be suspended from above.

5. Track heads can support all fixtures listed for these galleries

6.2 Fixture AG-1 and CG-1

1. Can be track mountable onto supplied lighting track or pipe clamp mountable.

2. LED Fixture containing Warm White (2800K CT), Neutral White (4500K CT), and Cool White (6500K) independent LED white light channels

3. All three colors are to be grouped within the same lens. No prismatic shadowing should be evident.

4. Fixture can operate either via DMX or standalone modes

5. DMX control allows for 3 channel control. Any other control options such as strobe should be able to be disabled to restrict the fixture to 3 operating channels maximum.

6. Standalone mode allows for each LED color to be set separately at the control interface of the fixture, and those values are held in non-volatile memory. Values will be retained despite power loss to the fixture for any length of time.

7. DMX control is via a 5pin control cable interface. 3pin or RJ45 connections are not acceptable.

8. Native fixture beam spread is no more than 19 degrees.

9. The fixture must come with an accessory kit to include barn door shutters, top hat/snoot baffle,

11. Total fixture power consumption is no more than 50 watts.

12. No LED flicker is present in the fixture.

13. 3000 Lumen output

14. Fixture will operate without the need for external ballasts

15. Pan and tilt of the fixture will be lockable without the use of tools.

16. Any fan noise shall be nonexistent

6.3 Fixtures AG-3 and CG-2

1. Can be track mountable onto supplied lighting track or pipe clamp mountable.

2. LED Fixture containing Red, Blue, Green, and White (6500K CT) independent LED colors

3. All four colors are to be grouped within the same lens. No prismatic shadowing should be evident.

4. Fixture can operate either via DMX or standalone modes

5. DMX control allows for 4 channel control. Any other control options such as strobe should be able to be disabled to restrict the fixture to 4 operating channels maximum.

6. Standalone mode allows for each LED color to be set separately at the control interface of the fixture, and those values are held in non-volatile memory. Values will be retained despite power loss to the fixture for any length of time.

7. DMX control is via a 5pin control cable interface. 3pin or RJ45 connections are not acceptable.

8. Native fixture beam spread is no more than 19 degrees.

9. The fixture must come with an accessory kit to include barn door shutters, top hat/snoot baffle, and changeable lenses in 20, 40, and 60 degree formats.

10. Fixture and all accessories for LT-127A and LT-122 must be available in matte white. Fixture and all accessories for LT-127B must be available in matte black.

11. Total fixture power consumption is no more than 50 watts.

12. No LED flicker is present in the fixture.

13. 1200 Lumen output

14. Fixture will operate without the need for external ballasts

15. Pan and tilt of the fixture will be lockable without the use of tools.

16. Any fan noise shall be nonexistent.

6.4 Fixture AG-2 and CG-3

1. Can be track mountable onto supplied lighting track or pipe clamp mountable.

2. LED Fixture containing Warm White (3000K CT)

3. Fixture can operate either via DMX or standalone modes

4. DMX control allows for single channel control. Any other control options such as strobe should be able to be disabled to restrict the fixture to one operating channel maximum.

5. Standalone mode allows for LED intensity to be set at the control interface of the fixture, and those values are held in non-volatile memory. Values will be retained despite power loss to the fixture for any length of time.

6. DMX control is via a 5pin control cable interface. 3pin or RJ45 connections are not acceptable.

7. Native fixture beam spread is no more than 4 degrees.

8. The fixture must come with an accessory kit to include a top hat/snoot baffle, and changeable lenses in 20 degree and linear silk options.

9. The fixture must be able to accept a dichroic glass color filter if needed.

10. Fixture and all accessories for LT-127A and LT-122 must be available in matte white.

Fixture and all accessories for LT-127B must be available in matte black.

11. Total fixture power consumption is no more than 10 watts.

12. No LED flicker is present in the fixture.

13. 400 Lumen output

14. Fixture will operate without the need for external ballasts

15. Pan and tilt of the fixture will be lockable without the use of tools.

16. Any fan noise shall be nonexistent.

6.5 Fixture CG-4

1. Can be track mountable onto supplied lighting track or pipe clamp mountable.

2. LED Fixture containing Warm White (3000K CT)

3. Fixture can operate either via DMX or standalone modes

4. DMX control allows for single channel control. Any other control options such as strobe should be able to be disabled to restrict the fixture to one operating channel maximum.

5. Standalone mode allows for LED intensity to be set at the control interface of the fixture, and those values are held in non-volatile memory. Values will be retained despite power loss to the fixture for any length of time.

6. DMX control is via a 5pin control cable interface. 3pin or RJ45 connections are not acceptable.

7. Native fixture beam spread is variable with integrated lenses. The fixture must be able to shift between 20 and 40 degree spreads.

8. The fixture must have integrated framing shutters for light control.

9. The fixture must come with an accessory kit to include a top hat/snoot baffle and a pattern holder.

10. The fixture must be able to hold a dichroic glass color filter if needed, in addition to a pattern

11. Fixture and all accessories for LT-127A and LT-122 must be available in matte white.

Fixture and all accessories for LT-127B must be available in matte black.

12. Total fixture power consumption is no more than 50 watts.

13. No LED flicker is present in the fixture.

14. 5000 Lumen output

15. Fixture will operate without the need for external ballasts

16. Pan and tilt of the fixture will be lockable without the use of tools.

17. Any fan noise shall be nonexistent.

6.6 Fixture HV-1

1. Fixture can be recessed into a finished ceiling.

2. LED Fixture containing Warm White (3000K CT).

3. Fixture must have a 3” diameter.

4. Fixture can operate either via DMX or 0-10v dimming control

5. Dimming control allows for single channel control. Any other control options such as strobe should be able to be disabled to restrict the fixture to one operating channel maximum.

6. The fixture must be focusable with the ability to tilt and swivel within its housing.

7. Native fixture beam spread is 50 degrees.

8. Fixture and all accessories must be available in matte black.

9. Total fixture power consumption is no more than 15 watts.

10. No LED flicker is present in the fixture.

11. 800 Lumen output

12. Fixture will operate without the need for external ballasts

13. Swivel and tilt of the fixture will be lockable without the use of tools.

14. Any fan noise shall be nonexistent.

6.7 Fixture HV-2

1. Fixture can be recessed into a finished ceiling.

2. LED Fixture containing Red, Blue, Green, and White (4000K CT) independent LED colors

3. All four colors are to be grouped within the same lens. No prismatic shadowing should be evident.

4. Fixture must have a 3” diameter.

5. Fixture must operate via DMX control.

6. DMX control allows for 4 channel control. Any other control options such as strobe should be able to be disabled to restrict the fixture to 4 operating channels maximum.

7. The fixture must be focusable with the ability to tilt and swivel within its housing.

8. Native fixture beam spread is 40 degrees.

9. Fixture and all accessories must be available in matte black.

10. Total fixture power consumption is no more than 10 watts.

11. No LED flicker is present in the fixture.

12. 600 Lumen output

13. Fixture will operate without the need for external ballasts

14. Pan and tilt of the fixture will be lockable without the use of tools.

15. Any fan noise shall be nonexistent.

6.8 Fixture HV-3

1. Fixture can be recessed into a cove channel built into a finished wall

2. LED Fixture containing Warm White (3000K CT).

3. Fixture must be a linear strip of LED modules extending approximately 55 feet along a wall section that has recess channels on the top and bottom of the section. Fixture must be able to make turns as the wall turns. See drawing layout for detail.

4. Fixture can operate either via DMX or 0-10v dimming control.

5. Dimming control allows for single channel control. Any other control options such as strobe should be able to be disabled to restrict the fixture to one operating channel maximum.

6. The pitch of the LED placement should be 1.2”

7. Fixture width should be no more than 1.5”

8. Native fixture beam spread is 115 degrees.

9. Fixture and all accessories must be available in matte black.

10. Total fixture power consumption is no more than 12 watts per foot.

11. No LED flicker is present in the fixture.

12. 700 Lumen output per linear foot.

13. Dimming module control should be able to function when placed remotely to the fixture, i.e. modules cannot be sealed into the wall and must be mounted in the A/V room near the control rack.

14. Any fan noise shall be nonexistent.

6.9 Fixture HV-4

(Not used)

6.10 Fixture HV-5

1. Fixture can be mounted into a ceiling cove with floor stands

2. LED Fixture containing Warm White (3000K CT).

3. Fixture must be a linear fixture, 1’0” in length and 3” in width, and focusable via the floor stand mount.

4. Fixture can operate either via DMX, 0-10v dimming control, or manual low voltage dimmer control.

5. Dimming control allows for single channel control. Any other control options such as strobe should be able to be disabled to restrict the fixture to one operating channel maximum.

6. Native fixture beam spread is 60 degrees along the length of the fixture and 30 degrees along the width of the fixture.

7. Total fixture power consumption is no more than 15 watts.

8. No LED flicker is present in the fixture.

9. 700 Lumen output.

10. Fixture will operate without the need for external ballasts.

11. Tilt of the fixture will be lockable without the use of tools.

12. Any fan noise shall be nonexistent.

6.11 Fixture HV-6

1. Fixture can be recessed into a finished ceiling.

2. LED Fixture containing Warm White (3000K CT).

3. Fixture must have a 3” diameter.

4. Fixture can operate either via DMX or 0-10v dimming control.

5. Dimming control allows for single channel control. Any other control options such as strobe should be able to be disabled to restrict the fixture to one operating channel maximum.

6. The fixture must be focusable with the ability to tilt and swivel within its housing.

7. Native fixture beam spread is 50 degrees.

8. Fixture and all accessories must be available in matte white.

9. Total fixture power consumption is no more than 15 watts.

10. No LED flicker is present in the fixture.

11. 800 Lumen output.

12. Fixture will operate without the need for external ballasts.

13. Swivel and tilt of the fixture will be lockable without the use of tools.

14. Any fan noise shall be nonexistent.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

DELIVERY INFORMATION

20-OCT-2016

18900 JEFFERSON DAVIS HWY

TRIANGLE VA 22172

MIKE DANIELS

703-784-4543

M30400

20-OCT-2016

M30400

20-OCT-2016

M30400

20-OCT-2016

M30400

20-OCT-2016

M30400

20-OCT-2016

M30400

16-JAN-2017

18900 JEFFERSON DAVIS HWY

TRIANGLE VA 22172

MIKE DANIELS

703-784-4543

M30400

17-JAN-2017

M30400

16-JAN-2017

M30400

16-JAN-2017

M30400

16-JAN-2017

M30400

16-JAN-2017

M30400

20-OCT-2016

18900 JEFFERSON DAVIS HWY

TRIANGLE VA 22172

MIKE DANIELS

703-784-4543

M30400

20-OCT-2016

M30400

20-OCT-2016

M30400

20-OCT-2016

M30400

20-OCT-2016

M30400

16-JAN-2017

M30400

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.204-7 SYSTEM FOR AWARD MANAGEMENT (JULY 2013)

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

Data Universal Numbering System (DUNS) number means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

Data Universal Numbering System +4 (DUNS+4) number means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional System for Award Management records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same parent concern.

Registered in the System for Award Management SAM database means that--

(1) The offeror has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see Subpart 4.14) into the SAM database;

(2) The offeror has completed the Core, Assertions, and Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The offeror will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record ``Active''.

(b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS +4” followed by the DUNS or DUNS +4 number that identifies the offeror's name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the SAM database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number--

(i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company Physical Street Address, City, State, and Zip Code.

(iv) Company Mailing Address, City, State and Zip Code (if separate from physical).

(v) Company Telephone Number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) Offerors may obtain information on registration at https://www.acquisition.gov.

(End of clause)

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 Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', 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 or any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.--

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C.

7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on--

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.

chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (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 FAR 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; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see 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 User 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)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JUN 2016)

(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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(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) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(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: (Contracting Officer check as appropriate.)

___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

____ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

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

___ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

___ (6) 52.204-14, Service Contract Reporting Requirements (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

___ (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

____ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (July 2013) (41 U.S.C. 2313).

____ (10) [Reserved]

____ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

____ (ii) Alternate I (NOV 2011) of 52.219-3.

____ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

____ (ii) Alternate I (JAN 2011) of 52.219-4.

____ (13) [Reserved]

____ (14)(i) 52.219-6, Notice of Total Small Business…