Solicitation_N6449819Q5000_Close_Date_10-31-18.docx

N6449819Q5000

Section A - Solicitation/Contract Form

NOTES TO QUOTERS

THIS IS A COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS

In order to maintain the Navy’s scheduling requirements, questions concerning the subject RFQ shall be submitted in writing via email to Karen Morris at karen.morris@navy.mil please also cc Jillian Randazzo at jillian.randazzo@navy.mil no later than 12:00 PM EST on 23 October 2018.

METHOD OF QUOTE SUBMISSION: Quotes shall be submitted to Karen Morris at karen.morris@navy.mil by 5:00 PM EST on 31 October 2018.

Mark your Quotation with Solicitation No: N6449819Q5000

FACSIMILE QUOTATIONS ARE NOT AUTHORIZED

Block 17a:Quoter’s assigned DUNS Number: ___________________________.

Quoter’s CAGE CODE: ________________________.

Are you registered in System for Award Management (SAM)?

( ) YES ( ) NO

You will not be eligible for award if you are not registered in the System for Award Management (SAM). If you have previously registered, make sure that your registration has not expired.

NOTE: Quoter’s should ensure that all clauses, certifications, and representations within this solicitation have been accurately completed.

**NOTE: The terms “offeror” and “proposal” mean “quoter” and “quote” within this document.**

Section B - Supplies or Services and Prices

12kVDC Rectifier

FFP

Provide a 12kVDC rectifer system capable of supporting 1MW of DC load for testing and evaluation of future Navy components.

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

PSC CD: 6130

NET AMT

Training and Onsite Support

FFP

Provide the services of qualified factory-trained manufacturer's representative for a period of 5 working days at the Philadelphia Navy Yard.

PSC CD: 6130

NET AMT

CLAUSES INCORPORATED BY FULL TEXT

HQ-B-2-0009 NOTE (CDRL)

NOTE A - Offeror shall complete the "Price Group" and "Estimated Total Price" blocks of each data item on the Contract Data Requirements List(s), attached hereto.

(End of Text)

Section C - Descriptions and Specifications

STATEMENT OF WORK

Purchase Title: 12kVDC Rectifier

1. Scope

1.1. The contractor shall provide a 12kVDC rectifier system capable of supporting 1MW of DC load for testing and evaluation of future Navy components. Systems capable of supporting a larger load are welcome, but must still meet the requirements outlined below.

2. Description

2.1. CLIN0001 – 12kVDC Rectifier

2.1.1. System Description:

2.1.1.1. System shall be designed to provide a 12kVDC output from a 480VAC three phase source.

2.1.1.2. System shall be capable of supporting 1MW of 12kVDC load at the DC interface.

2.1.1.3. Duty Cycle - 100% Continuous Full Load

2.1.1.4. The system shall be designed for a reliable operational life of 20 years.

2.1.2. Enclosure and Environment:

2.1.2.1. The system must fit within an area of at most 19'5" long x 14' wide x 10'6" tall and account for the following:

2.1.2.1.1. The system piece lengths must be less than 180” long and less than 135” tall to maneuver between vertical stations located along the outside of the lab space.

2.1.2.1.2. There is a grated floor above this space and the space is open on the sides.

2.1.2.1.3. Individual pieces of the system can be reconnected once they are in place.

2.1.2.1.4. The system design must allow adequate room for front and rear entry to service the provided equipment within the given space. Service is not expected to occur while energized.

2.1.2.1.5. The system design must state any required safety or operational envelopes.

2.1.2.1.6. System components must be adequately cooled by the available airflow.

2.1.2.2. The system must be floor mounted and stand alone.

2.1.2.3. System will be placed and operated in a warehouse environment, which provides it protection from the weather and wind.

2.1.2.4. All electrical components shall be confined using a NEMA type 12 enclosure, as defined below:

2.1.2.4.1. NEMA Type 12: Enclosures constructed (without knockouts) for indoor use to provide a degree of protection to personnel against access to hazardous parts; to provide a degree of protection of the equipment inside the enclosure against ingress of solid foreign objects (falling dirt and circulating dust, lint, fibers, and filings); and to provide a degree of protection with respect to harmful effects on the equipment due to the ingress of water (dripping and light splashing).

2.1.2.5. Air cooling (passive or forced) is the required means of thermal management. Forced air cooling shall be powered from an externally derived 480 VAC or 120 VAC source.

2.1.2.6. Non-operational storage temperature range is -20C to 50C.

2.1.2.7. Operational external ambient air temperature is 2C to 52C.

2.1.2.8. All internal components shall be serviceable through the provided front and rear panels. The methods necessary to remove any covers to access these points will accommodate the use of electrical safety gloves and other Personal Protective Equipment (PPE).

2.1.2.9. System equipment shall be designed with appropriate lifting points so that they are able to be moved by crane and forklift.

2.1.2.10. Labels shall be provided on all equipment, including transformers, disconnects, distribution panels, and all connectors consistent with the contractor provided and government approved drawing package.

2.1.2.11. Nameplates shall all be removable and provided on the outside of each enclosure, door, cover and other accesses that need to be used for maintenance or adjustment of the provided equipment.

2.1.2.12. Cable penetrations shall not be brought through the bottom of the enclosure.

2.1.2.13. Vendor shall provide necessary cables for connecting system units together if units do not bolt together.

2.1.2.14. A method of maintaining the humidity and temperature level in the system enclosures within a tolerable limit to the equipment inside, shall be provided. This equipment associated with this method shall be powered from an externally derived 120 VAC source.

2.1.2.15. System enclosure mounting methods shall be provided to the government for review and approval.

2.1.3. Controls and Instrumentation:

Load bank shall include a monitoring and control system with the following capabilities:

2.1.3.1. Local HMI with the following features:

a. Rectifier set points (if available)

b. Self-latching NFPA 79 emergency stop switch with external interface

c. Local/Remote operating mode selector switch and indicator to prevent simultaneous control via local and remote means

d. Display electrical data (voltage, current) at no less than 10Hz

e. Over-temperature, air-flow indication or other pertinent alarm states

f. Alarms shall be monitored, logged and stored.

g. Ground fault monitoring

2.1.3.2. External remote network interface using MODBUS TCP

a. Shall include all features listed in 2.1.3.1 except Local/Remote operating mode selector switch control

2.1.4. Protection:

2.1.4.1. Grounding and bonding for the system shall follow the guidelines of the NEC NFPA 70E.Surge arresters are required at the primary AC source and DC output to clamp voltage rise at a level the system can withstand.

2.1.4.2. Ground fault monitoring shall be provided and shall be monitored by the HMI and controller, for display and operational decision making. The equipment may be powered from an externally derived 120 VAC source. Internal ambient over-temperature sensing shall be provided and shall be monitored by the HMI and controller, for display and operational decision making.

2.1.4.3. Transformer (if used) winding over-temperature sensing shall be provided and shall be monitored by the HMI and controller, for display and operational decision making.

2.1.4.4. Door open trip alarm shall be provided and shall be monitored by the HMI and controller, for display and operational decision making. This alarm shall trigger when any access is opened on the system enclosure while the system is energized.

2.1.4.5. A fan (if used) failure trip shall be provided and shall be monitored by the HMI and controller, for display and operational decision making.

2.1.4.6. Power electronics used for power conversion shall have an over-temperature trip and shall be monitored by the HMI and controller, for display and operational decision making.

2.1.4.7. A local manual E-Stop button with guard shall be provided next to the HMI, and shall trigger a full shutdown of the system.

2.1.4.8. An external E-Stop command signal shall be accepted by the system, and shall trigger a full shutdown of the system.

2.1.4.9. All local controls shall be galvanically isolated.

2.1.4.10. Snubber circuits and symmetrical balance circuits shall be provided in order to prevent overvoltage of single devices if multiple power electronic devices are connected in a group.

2.1.4.11. A means to automatically dissipate any remaining energy in the system DC output when power to the DC output is turned off or the whole system is shut down shall be provided.

2.1.4.12. Warning signs shall be posted throughout the system to warn personnel of dangers including but not limited to, where multiple power sources are used and where high voltage is present.

2.1.4.13. A strobe light shall be mounted to the provided equipment, and shall be activated when the provided equipment is energized. This equipment shall be powered from an externally derived 120 VAC source.

2.1.5. Input Power Requirements:

2.1.5.1. Power is available from a 5000 Amp 480VAC L-L switchboard breaker, with an adjustable rating plug and remote trip capability

2.1.5.2. The system will receive primary 3 phase input power from multiple AC sources.

2.1.5.3. Power source input is fed from a 480VAC L-L source, which may vary by ±5-7%.

2.1.5.4. Power sources include 60Hz utility power, a 500kW 60Hz diesel generator, a 1MW 60 Hz diesel generator, or a combination of the diesel generators.

2.1.5.5. Input frequency will be within ±3% of 60Hz.

2.1.5.6. Input power factor at rated load shall not be less than 90%.

2.1.5.7. The maximum individual input harmonics of this rectifier at the primary 480V interface should satisfy IEEE519 2014 requirements.

2.1.5.8. Means of input isolation are required, if a transformer is used, the de-rating (K factor) should be appropriately selected for the particular rectification topology and for non-linear DC load.

2.1.5.9. In rush current shall be kept as small as possible, and the magnitude and duration shall be communicated to the government.

2.1.5.10. If a transformer is provided as part of the system, it shall be a dry type transformer designed for normal operations at 60Hz.

2.1.6. Output Power Requirements:

2.1.6.1. The DC output voltage shall be maintained at a 12kVDC ±5-7%, offset from earth ground at ±6kVDC nominal.

2.1.6.2. DC output full load steady state voltage and current ripple shall not exceed ±2%.

2.1.6.3. A DC output mid-point high impedance ground is required.

2.1.6.4. A means to turn the system DC output on and off shall be provided via a switch, pushbutton or selectable on the system HMI.

2.1.6.5. The system shall have a means of responding overcurrent conditions and disconnecting power to prevent equipment damage.

2.1.7. Testing and Documentation:

2.1.7.1. Offerors shall clearly maintain an active quality management program such as ISO 9001, or equivalent.

2.1.7.2. The wholly assembled system shall pass an operational test at the vendor facility before being shipped to the customer. Operational testing shall consist of the following at a minimum:

2.1.7.3. All safety systems shall be verified for proper functionality and recorded.

2.1.7.4. The system shall be powered up using a three phase 480VAC L-L source, and power quality shall be measured for verification of compliance with this SOW and recorded.

2.1.7.5. 12kVDC shall be produced at the output of the system, and measured for verification of compliance with this SOW and recorded.

2.1.7.6. All sensors and controls shall be verified for proper operation and recorded after the system has been allowed to run continuously for 8 hours.

2.1.7.7. The system shall be tested for its capability to pass a continuous shorted heat run operation test at the vendor facility

2.1.7.8. If possible, load shall be applied to the system output.

2.1.8. Shipping and Handling:

2.1.8.1. Assembly can be split into shipping groups for handling per the manufacturer’s recommendations.

2.1.8.2. Shipping groups shall be designed to be shipped by truck

2.1.8.3. Shipping groups shall be bolted to skids.

2.1.8.4. Each assembly shipping group shall be equipped with lifting eyes for handling by crane

2.1.8.5. Each assembly shipping group shall have accommodations for forklift movement

2.2. CLIN0002 – Training and Onsite Support

2.2.1. Field Quality Control & Training:

2.2.1.1. The contractor shall provide the services of qualified factory-trained manufacturer’s representative for a period of 5 working days at the Philadelphia Navy Yard to include:

2.2.1.1.1. Startup and inspection of the equipment specified

2.2.1.1.2. Instruction on the assembly and maintenance of the system, protective devices and other major components

2.2.1.1.3. Procedures for adjusting set points and requirements for interfacing with the switchgear to collect measurements.

2.2.1.2. Offerors shall clearly maintain an active quality management program/certification such as ISO 9001, or equivalent.

3.0 Delivery Date

22 weeks after the award of the contract

4.0 Deliverables:

· Operation and Maintenance Manual in accordance with DI-MISC-81414 (Operation and Maintenance Instructions for Research and Development (R&D) Equipment) (CDRL001)

· Factory Acceptance Test Results in accordance with DI-QCIC-81891 (Acceptance Test Report) (CDRL002)

· Installation and Connection Requirements and Drawings in accordance with DI-MISC-81321A (Equipment Installation Instructions) (CDRL003)

· Wiring Diagram in accordance with DI-SESS-81000E (Product Drawings/Models and Associated Lists) (CDRL004)

· Mechanical Drawings in accordance with DI-SESS-81000E (Product Drawings/Models and Associated Lists) (CDRL005)

· Bill of Materials in accordance with DI-SESS-81000E (Product Drawings/Models and Associated Lists) (CDRL006) Test results, data requirements and deliverables shall be supplied digitally via email, or another digitally secure medium, prior to system shipment.

5.0 Place of Performance:

Building 77L 1000 Kitty Hawk Ave Philadelphia, PA 19112

6.0 Government Furnished Material / Equipment(y/n):

N/A

7.0 Government Furnished Information (y/n explain):

N/A

8.0 Security Clearance: (Security Clearance level required or N/A) N/A

9.0 Travel:

N/A

5237.102-90 Enterprise-wide Contractor Manpower Reporting Application (ECMRA) The contractor shall report contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Naval Surface Warfare Center Philadelphia Division via a secure data collection site. Contracted services excluded from reporting are based on Product Service Codes (PSCs). The excluded PSCs are:

(1) W, Lease/Rental of Equipment;

(2) X, Lease/Rental of Facilities;

(3) Y, Construction of Structures and Facilities;

(4) D, Automatic Data Processing and Telecommunications, IT and Telecom-Telecommunications Transmission (D304) and Internet (D322) ONLY;

(5) S, Utilities ONLY;

(6) V, Freight and Shipping ONLY.

The contractor is required to completely fill in all required data fields using the following web address https://doncmra.nmci.navy.mil.

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may direct questions to the help desk, linked at https://doncmra.nmci.navy.mil.

HQ C-2-0033 LIMITATION OF LIABILITY - HIGH VALUE ITEMS (NAVSEA) (JUN 1992)

The following items are subject to the clause of this contract entitled "LIMITATION OF LIABILITY--HIGH VALUE ITEMS" (FAR 52.246-24):

CLIN 0003

HQ C-2-0063 USE OF NAVY SUPPORT CONTRACTOR S FOR OFFICIAL CONTRACT FILES (NAVSEA) (APR 2004)

(a) NAVSEA may use a file room management support Contractor , hereinafter referred to as "the support Contractor ", to manage its file room, in which all official contract files, including the official file supporting this procurement, are retained. These official files may contain information that is considered a trade secret, proprietary, business sensitive or otherwise protected pursuant to law or regulation, hereinafter referred to as “protected information”. File room management services consist of any of the following: secretarial or clerical support; data entry; document reproduction, scanning, imaging, or destruction; operation, management, or maintenance of paper-based or electronic mail rooms, file rooms, or libraries; and supervision in connection with functions listed herein.

(b) The cognizant Contracting Officer will ensure that any NAVSEA Contract under which these file room management services are acquired will contain a requirement that:

The support Contractor not disclose any information;

(2) Individual employees are to be instructed by the support Contractor regarding the sensitivity of the official contract files;

(3) The support Contractor performing these services be barred from providing any other supplies and/or services, or competing to do so, to NAVSEA for the period of performance of its contract and for an additional three years thereafter unless otherwise provided by law or regulation; and,

(4) In addition to any other rights the Contractor may have, it is a third party beneficiary who has the right of direct action against the support Contractor , or any person to whom the support Contractor has released or disclosed protected information, for the unauthorized duplication, release, or disclosure of such protected information.

(c) Execution of this contract by the Contractor is considered consent to NAVSEA's permitting access to any information, irrespective of restrictive markings or the nature of the information submitted, by its file room management support Contractor for the limited purpose of executing its file room support contract responsibilities.

(d) NAVSEA may, without further notice, enter into contracts with other Contractor s for these services. Contractor s are free to enter into separate non-disclosure agreements with the file room Contractor . (Please contact Director, E Business Division for Contractor specifics.) However, any such agreement will not be considered a prerequisite before information submitted is stored in the file room or otherwise encumber the government.

(End of Text)

Section D - Packaging and Marking

HQ D-1-0002 PACKAGING LANGUAGE (W/O MILITARY SPECIFICATIONS)

Item(s) 0001 The supplies furnished hereunder shall be packaged in accordance with best commercial practice.

HQ D-2-0008 MARKING OF REPORTS (NAVSEA) (SEP 1990)

All reports delivered by the Contractor to the Government under this contract shall prominently show on the cover of the report:

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

HQ E-1-0003 INSPECTION AND ACCEPTANCE LANGUAGE FOR F.O.B. DESTINATION DELIVERIES

Item(s) 0001 - Inspection and acceptance shall be made at destination by a representative of the Government.

Section F - Deliveries or Performance

DELIVERY INFORMATION

TJ MCKELVEY

NSWC PHILADELPHIA DIVISION

1601 LANGLEY AVENUE

BLDG 542

PHILADELPHIA PA 19112

215-897-1867

N64498

02-DEC-2019

N64498

CLAUSES INCORPORATED BY REFERENCE

HQ F-2-0004 F.O.B. DESTINATION (NAVSEA) (APR 2015)

All supplies hereunder shall be delivered with all transportation charges prepaid, in accordance with the clause hereof entitled "F.O.B. DESTINATION" (FAR 52.247-34) in accordance with the delivery instructions specified herein.

The Contractor shall not ship directly to a military air or water port terminal without authorization by the cognizant Contract Administration Office.

Except when the Material Inspection and Receiving Report (MIRR) (DD 250) is used as an invoice, the Contractor shall enter unit prices on all MIRR copies. Contract line items shall be priced using actual prices, or if not available, estimated prices. When the price is estimated, an "E" shall be entered after the price.

All data to be furnished under this contract shall be delivered prepaid to destination(s) at the time(s) specified on the Contract Data Requirements List(s), DD Form 1423.

Section G - Contract Administration Data

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

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

N64498

(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

(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.

Vincent.a.myers1@navy.mil

(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.

Kimberly Villano Kimberly.Villano@Navy.Mil

(215) 897-2433

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

(End of clause)

G-232-H002 PAYMENT INSTRUCTIONS AND CONTRACT TYPE SUMMARY FOR PAYMENT OFFICE (NAVSEA) (JUN 2018)

The entire contract is fixed price.

(End of text)

HQ G-2-0004 PURCHASING OFFICE REPRESENTATIVE

PURCHASING OFFICE REPRESENTATIVE:

Karen Morris Contract Specialist Naval Surface Warfare Center, Philadelphia Division 5001 S. Broad Street, Bldg. 4, Mezzanine Philadelphia, PA 19112 Phone: 215.897.1114 Email: karen.morris@navy.mil

HQ G-2-0009 SUPPLEMENTAL INSTRUCTIONS REGARDING INVOICING (NAVSEA) (APR 2015)

(a) For other than firm fixed priced contract line item numbers (CLINs), the Contractor agrees to segregate costs incurred under this contract/task order (TO), as applicable, at the lowest level of performance, either at the technical instruction (TI), sub line item number (SLIN), or contract line item number (CLIN) level, rather than on a total contract/TO basis, and to submit invoices reflecting costs incurred at that level. Supporting documentation in Wide Area Workflow (WAWF) for invoices shall include summaries of work charged during the period covered as well as overall cumulative summaries by individual labor categories, rates, and hours (both straight time and overtime) invoiced; as well as, a cost breakdown of other direct costs (ODCs), materials, and travel, by TI, SLIN, or CLIN level. For other than firm fixed price subcontractors, subcontractors are also required to provide labor categories, rates, and hours (both straight time and overtime) invoiced; as well as, a cost breakdown of ODCs, materials, and travel invoiced. Supporting documentation may be encrypted before submission to the prime contractor for WAWF invoice submittal. Subcontractors may email encryption code information directly to the Contracting Officer (CO) and Contracting Officer Representative (COR). Should the subcontractor lack encryption capability, the subcontractor may also email detailed supporting cost information directly to the CO and COR; or other method as agreed to by the CO.

(b) Contractors submitting payment requests and receiving reports to WAWF using either Electronic Data Interchange (EDI) or Secure File Transfer Protocol (SFTP) shall separately send an email notification to the COR and CO on the same date they submit the invoice in WAWF. No payments shall be due if the contractor does not provide the COR and CO email notification as required herein.

Section I - Contract Clauses

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (JAN 2017)

(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, 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 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 (DEVIATION 2013-O0019) (AUG 2018)

(a) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (a) 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.