N00421-15-T-0515.docx
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- Engineering Consulting Services Federal contract opportunity
- Solicitation number
- N00421-15-T-0515
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N00421-15-T-0515
Section A - Solicitation/Contract Form
SOLICITATION/CONTRACT FORM
Solicitation N00421-14-T-0515 is issued as intent to Sole Source. The Government intends to purchase on a firm fixed-price basis, and to solicit and negotiate the proposed purchase order on a Sole Source basis with AARENA Consulting Incorporated, under the authority implemented by Federal Acquisition Regulation (FAR) by FAR Part 13.106-1(b). AARENA Consulting is the only known company who can provide the services IAW the Statement of Work.
Procurement is a total set-aside for small business under the authority of FAR Part 52.219-6.
This is a firm fixed-price procurement; therefore, the offeror’s initial offer should represent the vendor’s best quote in terms of price and technical acceptability.
***Basis for Award***
The Government intends to award this on a sole source basis.
Government Point of Contact:
Bernie Cortez Naval Air Warfare Center AD (PAX)
2.5.1 RAC, 21983 Bundy Road, BLDG 441
Patuxent River, MD 20670-1127 Email: bernie.cortez@navy.mil 301-757-6530
Section B - Supplies or Services and Prices
| ITEM NO |
| SUPPLIES/SERVICES |
| QUANTITY |
| UNIT |
| UNIT PRICE |
| AMOUNT |
| 1 |
| Lot |
Engineering Consulting Services
FFP
Engineering Consulting Services for a total of 660.7143 hours in accordance with the Statement of Work FOB: Destination
NET AMT
| ITEM NO |
| SUPPLIES/SERVICES |
| QUANTITY |
| UNIT |
| UNIT PRICE |
| AMOUNT |
| 1 |
| Lot |
Travel Expenses
FFP
Travel Expenses in support of Engineering Consulting Services.
NET AMT
Section C - Descriptions and Specifications
STATEMENT OF WORK
Technical Support of C-2 and E-2 Aircraft Flight Control Systems The Naval Air Warfare Center – Aircraft Division (NAWCAD) has developed a requirement for technical support for C-2A, E-2C, E-2D EMD, E-2D AR and E-2D IEB Flight Control Systems.
DESCRIPTION/SPECIFICATION/STATEMENT OF WORK
1. BACKGROUND
The Naval Air Systems Command (NAVAIRSYSCOM) Flight Control Branch, AIR 4.3.2.6, is responsible for the development, standardization, test, evaluation, production engineering, and fleet support of flight control systems and components. The branch is responsible for the general performance criteria of flight control systems as well as the tailoring of these criteria to the particular requirements of a specific vehicle. Requirements include system architecture design, redundancy management (including Built In Test) design, developmental analysis, test hardware and software design, integration and test, control theory development, control law design and analysis, flight control simulations, flight control computer hardware in the loop test station development, and flight control system software support activity.
2. SCOPE
The contractor will provide flight controls consultation on the E-2 and C-2 platforms. The contractor shall assist with review of Flight Control program CDRLs and assess the compliance to airworthiness and safety requirements. The contractor shall examine and review test plans, requirements, and data and assess compliance and achievement of test objectives to verify design, and validate simulation models utilized in design substantiation. The contractor shall support design and developmental tasks to support flight testing as required by the branch. The contractor shall review, analyze, and interpret flight test data in support of test envelope expansion, anomaly resolution, and Airworthiness requirements compliance substantiation. The contractor shall assist with analysis/review of program requirements to assess the technical implications of the requirements relative to the current aircraft configurations. The contractor shall provide in-depth knowledge and insight on E-2 and C-2 Flight Control detailed systems, particularly E-2D, design gained from previous E-2 and C-2 Flight Control experience.
| 3. | REQUIREMENTS |
| 3.1 | The contractor shall prepare findings and recommendations with regard to airworthiness compliance, design development, integration, and testing, and provide them to the AIR 4.3.2.6 Branch Head and C-2/E-2 Flight Controls Lead. |
| 3.2 | The contractor shall prepare a progress report once every two months summarizing activities during the previous months, the progress of special assignments, and status of funding. |
| 4. | CLIN 0001 - Provide Engineering Consulting Services |
The contractor will provide support on the E-2 and C-2 platforms, specifically for E-2D Aerial Refueling, E-2D Japan Wet Outer Wing Panel, Impact Pressure Transducer, and engineering investigations. The contractor shall support review of flight control mechanical system designs, analyses, and changes to production configurations. The contractor shall assess the performance of the systems to Flight Control requirements and compliance to airworthiness. The contractor shall support engineering and fleet issue investigations. The contractor shall review Flight Control analyses CDRLs for verification of performance criteria, and assessment of simulation model. The contractor shall review flight test data to support test envelope expansion, anomaly resolution, and Airworthiness requirements. The contractor shall provide recommendations for approval and concurrence to the E-2/C-2 Flight Control Lead.
5. CLIN 0002 - Travel Expenses Required for travel expenses in support of the Engineering Services. Expenses shall be submitted as accrued on future invoices.
| 6. | Security |
| 6.1 | Security Procedures |
The Contractor shall implement and maintain security procedures and controls to prevent unauthorized disclosure of controlled unclassified information and to control distribution of controlled unclassified information in accordance with DoD 5220.22-M, National Industrial Security Program Operating Manual (NISPOM), and SECNAV M-5510.36. All Contractor facilities shall provide an appropriate means of storage for controlled unclassified information and materials. All controlled unclassified information shall be appropriately identified and marked as For Official Use Only in accordance with DoDM 5200.01, Information Security Program: Controlled Unclassified Information (CUI) Volume 4 (enclosure 3) and DoD 5400.7-R (Freedom of Information Act Regulation) (Chapter 3).
For Official Use Only information generated and/or provided under this contract shall be marked and safeguarded as specified in DoDM 5200.01 (DoD Information Security Program: Controlled Unclassified Information (CUI)) Vol. 4 (enclosure 3 pages 11-18) available at http://www.dtic.mil/whs/directives/corres/pdf/520001_vol4.pdf and DoD 5400.7-R, Freedom of Information Program Chapter 3 (pages 31-42) available at http://www.dtic.mil/whs/directives/corres/pdf/540007r.pdf .
All controlled unclassified technical information shall be appropriately identified and marked with the following distribution statement:
DISTRIBUTION STATEMENT D: Distribution authorized to the Department of Defense and U.S. DoD contractors only (critical technology) (5 SEP 2012). Other requests shall be referred to Program Executive Officer Tactical (PEO (T)), PMA-231, 47123 Buse Rd., RADM William A Moffett Building, Patuxent River, MD 20670-1547.
PUBLIC RELEASE. Any controlled unclassified information pertaining to this contract shall not be released for public dissemination, including posting to any social media sites such as Facebook or Twitter, unless it has been approved for public release by appropriate U.S. government authority. Proposed public releases shall be submitted for approval prior to release through PEO (T), Public Affairs Office, 47123 Buse Road, RADM William A. Moffett Building, Patuxent River, MD 20670-1547.
6.2 Operations Security (OPSEC) Program Requirement
In accordance with DoD 5205.02-M, the contractor shall maintain a facility level Operations Security (OPSEC) Program to protect Critical Information (CI) to be used at the contractor facility during the performance of this contract. All Contractor facilities shall provide an appropriate means for safeguarding controlled unclassified and classified documents, equipment, and materials in accordance with OPSEC requirements. The contractor shall practice OPSEC and implement countermeasures to protect E-2C/D CI and other sensitive unclassified information and activities, especially those activities or information which could compromise classified information or operations, or degrade the planning and execution of military operations performed or supported by the contractor in support of the mission.
Section E - Inspection and Acceptance
INSPECTION AND ACCEPTANCE TERMS
Supplies/services will be inspected/accepted at:
| CLIN |
| INSPECT AT |
| INSPECT BY |
| ACCEPT AT |
| ACCEPT BY |
| 0001 |
| Destination |
| Government |
| Destination |
| Government |
| 0002 |
| Destination |
| Government |
| Destination |
| Government |
Section F - Deliveries or Performance
DELIVERY INFORMATION
| CLIN |
| DELIVERY DATE |
| QUANTITY |
| SHIP TO ADDRESS |
| DODAAC |
| 0001 |
| POP 01-SEP-2015 TO |
31-AUG-2016
| N/A |
| 4.3.2.6 |
RICHARD DUDASH
BLDG 2187 SUITE 1312
PATUXENT RIVER MD 20670
(301) 342-8556
N00421
| 0002 |
| POP 01-SEP-2015 TO |
31-AUG-2016
| N/A |
| (SAME AS PREVIOUS LOCATION) |
N00421
CLAUSES INCORPORATED BY REFERENCE
| 52.247-34 |
| F.O.B. Destination |
| NOV 1991 |
Section G - Contract Administration Data
CLAUSES INCORPORATED BY FULL TEXT
| 252.232-7003 | ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (JUN 2012) | |
| (a) Definitions. As used in this clause-- | ||
| (1) Contract financing payment and invoice payment have the meanings given in section 32.001 of the Federal Acquisition Regulation. | ||
| (2) Electronic form means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, e-mail, and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using Wide Area WorkFlow (WAWF) or another electronic form authorized by the Contracting Officer. | ||
| (3) Payment request means any request for contract financing payment or invoice payment submitted by the Contractor under this contract. | ||
| (4) Receiving report means the data required by the clause at 252.246-7000, Material Inspection and Receiving Report. | ||
| (b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. Information regarding WAWF is available on the Internet at https://wawf.eb.mil/ . | ||
| (c) The Contractor may submit a payment request and receiving report using other than WAWF only when-- | ||
| (1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer's determination with each request for payment; | ||
| (2) DoD makes payment for commercial transportation services provided under a Government rate tender or a contract for transportation services using a DoD-approved electronic third party payment system or other exempted vendor payment/invoicing system (e.g., PowerTrack, Transportation Financial Management System, and Cargo and Billing System); | ||
| (3) DoD makes payment for rendered health care services using TRICARE Encounter Data System (TEDS) as the electronic format; or | ||
| (4) When the Governmentwide commercial purchase card is used as the method of payment, only submission of the receiving report in electronic form is required. | ||
| (d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in Section G of the contract. | ||
| (e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payments requests. |
| 252.232-7006 | WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013) | ||||
| (a) Definitions. as used in this clause-- | |||||
| "Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization. | |||||
| "Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF). | |||||
| "Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system. | |||||
| (b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports. | |||||
| (c) WAWF access. To access WAWF, the Contractor shall-- | |||||
| (1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and | |||||
| (2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site. | |||||
| (d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/. | |||||
| (e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol. | |||||
| (f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order: | |||||
| (1) Document type. The Contractor shall use the following document type(s). | |||||
| _______________________COMBO______________________________________________ | |||||
| (Contracting Officer: Insert applicable document type(s). Note: If a "Combo" document type is identified but not supportable by the Contractor's business systems, an "Invoice" (stand-alone) and "Receiving Report" (stand-alone) document type may be used instead.) | |||||
| (2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer. | |||||
| ________________________SEE SECTION E_____________________________________ | |||||
| (Contracting Officer: Insert inspection and acceptance locations or "Not applicable.") | |||||
| (3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system. | |||||
| Routing Data Table* | |||||
| Field Name in WAWF | Data to be entered in WAWF | ||||
| Pay Official DoDAAC: | _______N64142 ___________ | ||||
| Issue By DoDAAC: | _______N00421 ___________ | ||||
| Admin DoDAAC: | _______N00421 ___________ | ||||
| Inspect By DoDAAC: | _______N00421 ___________ | ||||
| Ship To Code: | _______N00421 ___________ | ||||
| Ship From Code: | ________N/A______________ | ||||
| Mark For Code: | ________ N/A _____________ | ||||
| Service Approver (DoDAAC): | ________ N/A _____________ | ||||
| Service Acceptor (DoDAAC): | ________ N/A _____________ | ||||
| Accept at Other DoDAAC: | _______ N/A _____________ | ||||
| LPO DoDAAC: | _______ N/A _____________ | ||||
| DCAA Auditor DoDAAC: | _______ N/A ______________ | ||||
| (*Contracting Officer: Insert applicable DoDAAC information or "See schedule" if multiple ship to/acceptance locations apply, or "Not applicable.") | |||||
| (4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request. | |||||
| (5) WAWF email notifications. The Contractor shall enter the email address identified below in the "Send Additional Email Notifications" field of WAWF once a document is submitted in the system. |
__________________ RICHARD.DUDASH@NAVY.MIL______________________________________
(Contracting Officer: Insert applicable email addresses or "Not applicable.")
| (g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact. For Navy WAWF questions call DFAS Customer Care 1-800-756-4571 option 6 | |
| (2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988. |
Section I - Contract Clauses
CLAUSES INCORPORATED BY REFERENCE
| 52.204-13 |
| System for Award Management Maintenance |
| JUL 2013 |
| 252.203-7002 |
| Requirement to Inform Employees of Whistleblower Rights |
| SEP 2013 |
| 252.204-7004 Alt A |
| System for Award Management Alternate A |
| FEB 2014 |
CLAUSES INCORPORATED BY FULL TEXT
| 52.212-4 | CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (DEC 2014) | |||
| (a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights -- | ||||
| (1) Within a reasonable time after the defect was discovered or should have been discovered; and | ||||
| (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. | ||||
| (b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the 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 the 41 U.S.C. 7109. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. | ||||
| (e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. | ||||
| (f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. | ||||
| (g) Invoice. | ||||
| (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include -- | ||||
| (i) Name and address of the Contractor; | ||||
| (ii) Invoice date and number; | ||||
| (iii) Contract number, contract line item number and, if applicable, the order number; | ||||
| (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; | ||||
| (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading; | ||||
| (vi) Terms of any discount for prompt payment offered; | ||||
| (vii) Name and address of official to whom payment is to be sent; | ||||
| (viii) Name, title, and phone number of person to notify in event of defective invoice; and | ||||
| (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract. | ||||
| (x) Electronic funds transfer (EFT) banking information. | ||||
| (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. | ||||
| (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g.,52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures. | ||||
| (C) EFT banking information is not required if the Government waived the requirement to pay by EFT. | ||||
| (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315. | ||||
| (h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. | ||||
| (i) Payment.--(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract. | ||||
| (2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315. | ||||
| (3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause. | ||||
| (4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made. | ||||
| (5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-- | ||||
| (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-- | ||||
| (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); | ||||
| (B) Affected contract number and delivery order number, if applicable; | ||||
| (C) Affected contract line item or subline item, if applicable; and | ||||
| (D) Contractor point of contact. | ||||
| (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. | ||||
| (6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided 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. 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity. | ||||
| (s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: | ||||
| (1) The schedule of supplies/services. | ||||
| (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause. | ||||
| (3) The clause at 52.212-5. | ||||
| (4) Addenda to this solicitation or contract, including any license agreements for computer software. | ||||
| (5) Solicitation provisions if this is a solicitation. | ||||
| (6) Other paragraphs of this clause. | ||||
| (7) The Standard Form 1449. | ||||
| (8) Other documents, exhibits, and attachments. | ||||
| (9) The specification. | ||||
| (t) System for Award Management (SAM). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. | ||||
| (2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in 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 or by calling 1-888-227-2423 or 269-961-5757. | ||||
| (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. |
| 52.212-5 | CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS (AUG 2013) | |
| (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: | ||
| (1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)). |
Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).
| (2) 52.233-3, Protest after Award (Aug 1996)(31 U.S.C. 3553). | |
| (3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004)(Pub.L. 108-77, 108-78). | |
| (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: |
[Contracting Officer shall check as appropriate.]
| [___] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate I (Oct 1995)(41 U.S.C. 253g and 10 U.S.C. 2402). | |
| [___] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010)(Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)). | |
| [___] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010)(Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.) | |
| [___] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Aug 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note). | |
| [___] (5) 52.204-11, American Recovery and Reinvestment Act - Reporting Requirements (Mar 2009)(Pub. L. 111-5) | |
| [___] (6 ) 52.209-6, Protecting the Government’ Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Aug 2013) (31 U.S.C. 6101 note). | |
| [___] (7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Feb 2012)(41 U.S.C. 2313). | |
| [___] (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012)(section 738 of Division C of Public Law 112-74, section 740 of Division C of Public Law 111-117, section 743 of Division D of Public Law 111-8, and section 745 of Division D of Pub.L. 110-161). | |
| [___] (9) 52.219-3, Notice of Total HUBZone Set-Aside (Nov 2011)(15 U.S.C. 657a). | |
| [___] (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a). | |
| [___] (11) Reserved | |
| [__] (12)(i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644). | |
| [_X_] (ii) Alternate I (Nov 2011) of 52.219-6. | |
| [___] (iii) Alternate II (Nov 2011) of 52.219-6. | |
| [___] (13)(i) 52.219-7, Notice of Partial Small Business Set-Aside (Jun 2003)(15 U.S.C. 644). | |
| [___] (ii) Alternate I (Oct 1995) of 52.219-7. | |
| [___] (iii) Alternate II (Mar 2004) of 52.219-7. | |
| [___] (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)). | |
| [___] (15)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637(d)(4)). | |
| [___] (ii) Alternate I (Oct 2001) of 52.219-9. | |
| [___] (iii) Alternate II (Oct 2001) of 52.219-9. | |
| [___] (iv) Alternate III (Jul 2010) of 52.219-9. | |
| [___] (16) 52.219-13, Notice of Set-Aside of Orders (Nov 2011)(15 U.S.C. 644(r)).) | |
| [___] (17) 52.219-14, Limitations on Subcontracting (Nov 2011)(15 U.S.C. 637(a)(14)). | |
| [___] (18) 52.219-16, Liquidated Damages - Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)). | |
| [___] (19)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer). | |
| [___] (ii) Alternate I (Jun 2003) of 52.219-23. | |
| [___] (20) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (Dec 2010)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323). | |
| [___] (21) 52.219-26, Small Disadvantaged Business Participation Program-Incentive Subcontracting (Oct 2000)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323). | |
| [___] (22) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011)(15 U.S.C. 657f). | |
| [___] (23) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2012) (15 U.S.C. 632(a)(2)). | |
| [___] (24) 52.219-29, Notice of Total Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Apr 2012). | |
| [___] (25) 52.219-30, Notice of Total Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Apr 2012). | |
| [_X_] (26) 52.222-3, Convict Labor (Jun 2003)(E.O. 11755). | |
| [_X_] (27) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (Jul 2010) (E.O. 13126). | |
| [_X_] (28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999). | |
| [_X_] (29) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246). | |
| [_X_] (30) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2010)(38 U.S.C. 4212). | |
| [_X_] (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010)(29 U.S.C. 793). | |
| [_X_] (32) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212). | |
| [___] (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). | |
| [___] (34) 52.222-54, Employment Eligibility Verification (Jul 2012). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.) | |
| [___] (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (May 2008)(42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.) | |
| [___] (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.) | |
| [___] (36) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b) | |
| [___] (37)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423). | |
| [___] (ii) Alternate I (Dec 2007) of 52.223-16. | |
| [_X_] (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) | |
| [_X_] (39) 52.225-1, Buy American Act--Supplies (Feb 2009)(41 U.S.C. 10a-10d). | |
| [___] (40)(i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (Nov 2012) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42 and 112-43). | |
| [___] (ii) Alternate I (Mar 2012) of 52.225-3. | |
| [___] (iii) Alternate II (Mar 2012) of 52.225-3. | |
| [___] (iii) Alternate III (Nov 2012) of 52.225-3. | |
| [___] (41) 52.225-5, Trade Agreements (Nov 2012) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note). | |
| [_X_] (42) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury). | |
| [___] (43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150). | |
| [___] (44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150). | |
| [___] (45) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002)(41 U.S.C. 255(f), 10 U.S.C. 2307(f)). | |
| [___] (46) 52.232-30, Installment Payments for Commercial Items (Oct 1995)(41 U.S.C. 255(f), 10 U.S.C. 2307(f)). | |
| [_X_] (47) 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration (Oct 2003)(31 U.S.C. 3332). | |
| [___] (48) 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration (May 1999)(31 U.S.C. 3332). | |
| [___] (49) 52.232-36, Payment by Third Party (Feb 2010)(31 U.S.C. 3332). | |
| [___] (50) 52.239-1, Privacy or Security Safeguards (Aug 1996)(5 U.S.C. 552a). | |
| [___] (51)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)( 46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). | |
| [___] (ii) Alternate I (Apr 2003) of 52.247-64. | |
| (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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) 52.222-41, Service Contract Act of 1965, (Nov 2007)(41 U.S.C. 351, et seq.). | ||
| [___] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989)(29 U.S.C. 206 and 41 U.S.C. 351, et seq.). | ||
| [___] (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple Year and Option Contracts) (Sep 2009)(29 U.S.C.206 and 41 U.S.C. 351, et seq.). | ||
| [___] (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Sep 2009)(29 U.S.C. 206 and 41 U.S.C. 351, et seq.). | ||
| [___] (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Mar 2009)(41 U.S.C. 351, et seq.). | ||
| [___] (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.). | ||
| [___] (7) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (E.O. 13495). | ||
| [___] (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247). | ||
| [___] (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008)(31 U.S.C. 5112(p)(1)). | ||
| (d) Comptroller General Examination of Record . The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation. | ||
| (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract. | ||
| (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. | ||
| (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. | ||
| (e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraph (e)(1) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause | ||
| (i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)). | ||
| (ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010)(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1,500,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. | ||
| (iii) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013)(E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17. | ||
| (iv) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246). | ||
| (v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2010)(38 U.S.C. 4212). | ||
| (vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010)(29 U.S.C. 793). | ||
| (vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40. | ||
| (viii) 52.222-41, Service Contract Act of 1965, (Nov 2007), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.) | ||
| (ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50. | ||
| Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)). | ||
| (x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.) | ||
| (xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Feb 2009)(41 U.S.C. 351, et seq.). | ||
| (xii) 52.222-54, Employment Eligibility Verification (Jul 2012). | ||
| (xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. | ||
| (xiv ) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64. | ||
| (2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. |
| 52.252-2 | CLAUSES INCORPORATED BY REFERENCE (FEB 1998) |
| This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): https://www.acquisition.gov/far/ or http://farsite.hill.af.mil. |
| 252.204-7000 | DISCLOSURE OF INFORMATION (AUG 2013) |
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