Quantum_RFQ.docx

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6, Streamlined Procedures for Evaluation and Solicitation for Commercial Items as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotations are being requested and a written solicitation will not be issued. The solicitation number is NAMA-17-Q-0058 and is issued as a Request for Quotation (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-95 effective January 19, 2017. This is a full and open RFQ under NAICS 334112 Computer Storage Device Manufacturing. CONTRACT LINE ITEM NUMBER(S): See Attachment 1, Schedule of Prices. REQUIREMENT: The National Archives and Records Administration (NARA) has a requirement to obtain the renewal of On-site Gold Maintenance Support for Four (4) Quantum Scalar Tape Libraries. This is a Brand Name requirement. PERIOD OF PERFORMANCE: The period of performance is July 1, 2017 through June 30, 2018. The following Federal Acquisition Regulation (FAR) clauses are incorporated and are to remain in full force in any resultant purchase order, with the exception of FAR provisions which will be removed prior to award: FAR provision 52.212-1, Instructions to Offerors - Commercial Items (Jan 2017). Addenda: (1) Change paragraph (c) to read: Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 90 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation. (2) Delete paragraph (h), Multiple Awards. - see below for additional quotation submission instructions. EVALUATION (In lieu of FAR provision 52.212-2): Evaluation and award will be in accordance with Simplified Acquisition Procedures at FAR 13.106, Soliciting Competition, Evaluation of Quotations or Offers, Award and Documentation authorized by FAR Subpart 13.5, Simplified Procedures for Certain Commercial Items as prescribed by FAR 12.301(c)(2). Selection of the Contractor to perform this purchase order will be based on NARA’s assessment of the best overall value to the Government. Accordingly, best value for this purchase order will be obtained through a lowest priced technically acceptable evaluation. Exceptions taken to any terms and conditions stated in the RFQ must be clearly outlined on a separate page of the Contractor’s quotation entitled “Exceptions”. The Contractor must also include complete rationale, justification, and the cost impact of each exception noted. The Government reserves the right to make an award on the initial quotation without discussions of this procurement. For evaluation purposes, the firm-fixed price for each CLIN will be determined by multiplying the Unit Price by the Quantity of units, and the Total firm-fixed price will be determined by summing the firm-fixed price of the CLIN(s). FAR provision 52.212-3, Offeror Representations and Certifications - Commercial Items (Jan 2017) - The offeror shall complete only paragraphs (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) Web site accessed through http://www.sam.gov/portal.. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (u) of this provision. FAR clause 52.212-4, Contract Terms and Conditions - Commercial Items (Jam 2017) – see Attachment 3, Additional NARA Terms and Conditions (Addenda to FAR clause 52.212-4). FAR clause 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items (Jan 2017) - see Attachment 4, FAR Clauses for the full text of this clause and for additional applicable FAR clauses. Full text provisions and clauses can be found at http://www.acquisition.gov. QUOTATION DUE DATE: Quotations must be received by 12:00 PM ET on June 30, 2017. Failure to submit quotations by the due date and time may result in rejection of the quotation as untimely. Contractors submitting via e-mail are cautioned to allow one extra business day for delivery and confirm receipt of quotation as the e-mail will need to pass through IT security. QUOTATION SUBMISSION INSTRUCTIONS: This is a brand name specific requirement. Therefore, quotations for other than Quantum Maintenance Support Services will not be considered. Contractors must submit proof, in writing from the Original Equipment Manufacturer (OEM), of its status as an Authorized/Certified reseller of the maintenance support required. The contractor’s quotation will not be technically unacceptable without providing this documentation. NARA requests that contractors email one (1) copy of the quotation to: tyrice.buie@nara.gov. However, vendors may mail one (1) hardcopy and one (1) CD of each quotation. Mailed quotations must be sent to: National Archives and Records Administration, Attention: Ms. Tyrice Buie, 8601 Adelphi Road, Room 3340, College Park, MD 20740-6001.

ATTACHMENT 1

SCHEDULE OF PRICES

Period of Performance: 7/1/2017 to 6/30/2018

CLIN

ISSUE

Qty 1 - Maintenance Renewal - Serial # 273100937 – Gold 7x24x4

EA

Qty 1 – Maintenance Renewal – Serial # 203102407 – Gold 7x24x4

Qty 1 – Maintenance Renewal for SCALAR i2000 – Serial # 203101720 – Gold 7x24x4

Qty 1 – Maintenance Renewal for SCALAR i2000 – Serial # A0C0051224 – Gold 7x24x4

EA

I. GOVERNMENT PURCHASE ORDER ADMINISTRATION

A. This purchase order will be administered by:

National Archives and Records Administration Office of the Chief Acquisition Officer, Code Z 8601 Adelphi Road, Room 3340 College Park, MD 20740-6001

B. Contract Specialist (CS):

Tyrice Buie (Contractor) Telephone: (301) 837-0446 Email: tyrice.buie@nara.gov

C. Contracting Officer (CO):

Any Z Warranted CO

The Contracting Officer (CO) has the overall responsibility for the administration of this purchase order. Written communication to the Contract Specialist (CS) must make reference to the purchase order number and must be emailed or mailed with postage prepaid, to the above address.

The CO alone, without delegation, is authorized to take actions on behalf of the Government to amend, modify, or deviate from the purchase order terms, conditions requirements, specifications, details, and/or delivery schedules; make final decisions on disputed deductions from purchase order payments for non-performance or unsatisfactory performance; terminate the purchase order for convenience or default; and issue final decisions regarding purchase order questions or matters under dispute. However, the CO may delegate certain other responsibilities to authorized representatives.

D. Technical Point of Contact (TPOC): TBD

1. The individual named above is designated as the NARA TPOC to assist the CO in the discharge of the CO’s responsibilities. The NARA TPOC is responsible for monitoring, giving progress reports to the CO and overall technical surveillance of services to be performed under this purchase order and should be contacted regarding questions or problems of a technical nature. In no event will any understanding or agreement, modification, change order, or other mater deviating from the terms of the purchase order between the Contractor and any person other than the CO be effective or binding upon the Government.

2. When, in the opinion of the Contractor, the NARA TPOC requests effort outside the existing scope of the purchase order, the Contractor must promptly notify the CO in writing.

3. No action will be taken by the Contractor under such technical instruction unless the CO has issued a contractual change.

4. The responsibilities of the NARA TPOC include, but are not limited to, the following:

II. INVOICE SUBMISSION INSTRUCTIONS

(a) The preferred method for invoicing is through the Invoice Processing Platform (IPP), which is a secure web-based electronic invoicing and payment information system. This service is provided by the U.S. Treasury’s Bureau of the Fiscal Service free of charge to federal agencies and contractors. IPP allows vendors to view information regarding their purchase orders and orders, electronically submit invoices and view payment information.

(b) The IPP website address is https://www.ipp.gov. Contractors can obtain enrollment assistance by contacting the Fiscal Service Accounts Payable Help Desk via e-mail at AccountsPayable@fiscal.treasury.gov or by phone at 304-480-8000, Option 7.

(c) Contractors that are not able to utilize the IPP system for submitting payment requests may submit invoices electronically by e-mail to AccountsPayable@fiscal.treasury.gov. Microsoft Excel, Adobe Acrobat Portable Document Format (PDF) and Microsoft Word are acceptable formats.

(d) Invoices for services shall be submitted monthly unless otherwise stated elsewhere in the purchase order.

(e) For invoice and payment questions call the Fiscal Service AP Help Desk at 304-480-8000, Option 7.

III. FINAL PAYMENT

Before final NARA payment is made, the Contractor must furnish to the CO a written release of all claims against the Government arising by virtue of the purchase order, other than claims in stated amounts as may be specifically excluded by the Contractor from the operation of the release. If the Contractor’s claim to amounts payable under the purchase order has been assigned under the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 203, 41 U.S.C. § 15), a release may also be requested of the assignee. To ensure that all necessary adjustments for non-performance or unsatisfactory performance have been made and a release of claims has been submitted before the purchase order is closed out, the final NARA payment will be made in thirty (30) calendar days after receipt of a proper invoice, date of completion of performance, or receipt of release of claims by the CO, whichever is later.

1. SECURITY OF SYSTEMS HANDLING AND PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION (JULY 2015)

(a) Applicability

This clause applies to all personally identifiable information, as defined in Section B, regardless of the medium in which it is found and includes paper records.

(b) Definitions. As used in this clause:

“Breach” means the loss of control, compromise, unauthorized disclosure, unauthorized acquisition, unauthorized access, or any similar situation where persons other than authorized users, and for other than authorized purpose, have access or potential access to personally identifiable information, in usable form whether physical or electronic.

“Personally identifiable information (PII)” means any information that permits the identity of an individual to be directly or indirectly inferred, including any other information that is linked or linkable to that individual regardless of whether the individual is a citizen of the United States, legal permanent resident, or a visitor to the United States. Examples of PII include the following:

1. Name.

1. Date of birth.

1. Mailing address.

1. Telephone number.

1. Social Security Number.

1. Email address.

1. Zip code.

1. Account numbers.

1. Certificate/license numbers.

1. Vehicle identifiers including license plates.

1. Uniform resource locators (URLs).

1. Internet protocol addresses.

1. Biometric identifiers (e.g., fingerprints).

1. Photographic facial images.

1. Any other unique identifying number or characteristic.

1. Any information where it is reasonably foreseeable that the information will be linked with other information to identify the individual.

“Sensitive personally identifiable information (sensitive PII)” means a subset of PII, which if lost, compromised or disclosed without authorization, could result in substantial harm, embarrassment, inconvenience, or unfairness to an individual.

(1) Complete social security numbers, alien registration numbers (A-number) and biometric identifiers (such as fingerprint, voiceprint, or iris scan) are considered sensitive PII even if they are not coupled with additional PII.

(2) Additional examples include any grouping of information that contains an individual’s name or other unique identifier plus one or more of the following elements:

(i) Driver’s license number, passport number, or truncated social security number (such as last 4 digits);

(ii) Date of birth (month, day, and year);

(iii) Citizenship or immigration status;

(iv) Financial information such as account numbers or electronic funds transfer information;

(v) Medical information; and/or

(vi) System authentication information such as mother’s maiden name, account passwords or personal identification numbers.

(3) Other PII may be “sensitive” depending on its context, such as a list of employees with less than satisfactory performance ratings or an unlisted home address or phone number. In contrast, a business card or public telephone directory of agency employees contains PII but it is not sensitive.

(c) Data Security.

(1) The Contractor shall limit access to the data covered by this clause to those employees and subcontractor(s) who require the information in order to perform their official duties under this purchase order.

(2) The Contactor’s employees, and subcontractors must physically or electronically secure sensitive PII when not in use and/or under the control of an authorized individual, and when in transit to prevent unauthorized access or loss.

(3) When sensitive PII is no longer needed or required to be retained under applicable Government records retention policies, it must be destroyed, as specified in the purchase order, or if not specified in the purchase order, through means that will make the sensitive PII irretrievable.

(4) The Contractor shall only use sensitive PII obtained under this purchase order for purposes of the Contractor; it shall not be disclosed, released, disseminated, or published without the prior written consent of the Contracting Officer.

(5) If it is established elsewhere in this purchase order that information to be utilized under this purchase order, or a portion thereof, is subject to the Privacy Act, The Contractor shall follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(6) At expiration or termination of this purchase order, the Contractor shall turn over all sensitive PII obtained under the Contractor that is in its possession.

(d) Systems Access. Work to be performed under this purchase order may require the handling of PII. The Contractor shall provide the Government access to, and information regarding those systems handling sensitive PII for the Government under the Contractor, when requested by the Government, as part of the Contractor’s responsibility to ensure compliance with security requirements, and shall otherwise cooperate with the Government in assuring compliance with such requirements. Government access shall include independent testing of controls, system penetration testing by the Government, Federal Information Security Management Act data reviews, and access by agency Inspectors General (IG) for IG reviews.

(e) Systems Security.

(1) In performing its duties related to management, operation, and/or access of systems containing PII under this purchase order, the Contractor, its employees and subcontractors shall comply with all applicable security requirements and rules of conduct applicable to the agency’s systems as described in:

(2) In addition, the use of Contractor-Owned laptops or other portable storage devices to process or store sensitive PII is prohibited under this purchase order until the Contractor provides, and the Contracting Officer, in coordination with the Senior Agency Official for Privacy (SAOP) or the SAOP’s designee, approves the Contractor’s written acknowledgment that the following requirements are met:

(i) Laptops and other portable storage devices must employ encryption that is NIST Federal Information Processing Standard (FIPS) 140-2 validated (or its successor) http://csrc.nist.gov/publications/PubsFIPS.html, and approved.

(ii) The Contractor has developed and implemented a process to ensure that security and other applications software are kept current.

(iii) Mobile computing devices utilize anti-virus software and a host-based firewall mechanism.

(iv) Removable media, such as hard drives, flash drives, devices with flash memory, CDs and floppy disks containing sensitive PII shall not be removed from a Government facility unless they are encrypted using a NIST FIPS 140-2 or successor approved product.

(v) When no longer needed, all removable media, hard drives, and flash memory shall be destroyed in accordance with Government security requirements identified in NARA’s Media Protection Methodology.

(vi) The Contactor shall maintain an accurate inventory of devices used in the performance of this purchase order.

(vii) Contractor employee annual training and rules of conduct/behavior shall be developed by NARA as part of its annual PII training program. This training will be completed within 30 days of Contractor employees beginning work on a sensitive PII project and thereafter annually. Such completion will be acknowledged by employees in writing and reported to NARA’s Senior Agency Official for Privacy or the SAOP’s designee.

(viii) All sensitive PII obtained under this purchase order shall be removed from Contractor-Owned information technology assets upon termination or expiration of purchase order work. Removal must be accomplished in accordance with standard FedRAMP controls for media protection in moderate IT systems. Certification of data removal will be performed by the Contractor’s Project Manager and written notification confirming acknowledgment will be delivered to the Contracting Officer within 30 days of termination/expiration of purchase order work.

(ix) Back up or mirrors of any systems or files containing PII shall be treated in the same manner as the original data containing PII, with the same protections and obligations.

(3) The Contractor shall require FIPS 140-2 (or successor) encryption of any sensitive PII when transmitted electronically across the Internet or other public works.

(f) Breach Notification to Government.

(1) The Contractor has been provided with: NARA Directive 1608, and is aware of its roles, responsibilities, and relationship with the Government in case of data breach.

(2) In the event of any actual or suspected breach of sensitive PII, the Contractor shall immediately, and in no event later than one hour of discovery, report the breach to the Contracting Officer, the COR, the Senior Agency Official for Privacy (currently NARA’s General Counsel garymstern@nara.gov) and the Chief Information Officer (only for IT requirements) in accordance with NARA Directive 1608.

(3) The Contractor is responsible for positively verifying that notification is received and acknowledged by appropriate Government parties identified in subparagraph (2) above.

(g) Flowdown of security requirements to subcontractors.

(1) The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph (g), in all subcontracts under this purchase order, and require written subcontractor acknowledgement of same.

(2) Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

II. CONFIDENTIALITY OF INFORMATION

(a) Confidential information is any information that, if subject to unauthorized access, modification, loss, or misuse could adversely affect the national interest, the conduct of Federal programs, or the privacy of individuals, but has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy. Confidential information also includes proprietary data and information for which other restrictions on access apply.

(b) The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this purchase order specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the Contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the purchase order. Failure to agree will be settled pursuant to the “Disputes” clause.

(c) While in the course of performance of this purchase order, the Contractor may have access to confidential information and communications, including but not limited to Personally Identifiable Information (PII). Confidential information may be contained in printed material or on electronic media. The Contractor will preserve the confidentiality of all such information and communications and agrees not to disclose, release, disseminate, or publish any such information or communications for any purposes whatsoever without the prior approval of the Contracting Officer. Failure to comply with the provisions of this paragraph will be grounds for Termination for Cause and the Contractor may be liable for damages. This provision shall survive the expiration or termination of the period of performance of this purchase order.

(d) If it is established elsewhere in this purchase order that information to be utilized under this purchase order, or a portion thereof, is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(e) During the course of the performance of this purchase order, the Contractor may have access to and use of data and information which may be considered proprietary by other contractors, or which may otherwise be of such a nature that its dissemination or use, other than in performance of this purchase order, would be adverse to the interest of NARA and these other contractors.

(f) Except as may be otherwise agreed to with these other contractors, the Contractor agrees that it will not use, disclose or reproduce proprietary data and information belonging to these other contractors other than as required in the performance of this purchase order; provided, however, that nothing herein shall be construed as: (1) precluding the use of any such data or information independently acquired by the Contractor without such limitation; or (2) prohibiting an agreement at no cost to NARA between the Contractor and these contractors which provides for greater rights to the Contractor.

(g) When considering a request to disclose, release, disseminate, or publish confidential information, the Contracting Officer will consult with appropriate program and legal officials.

(h) At the discretion of the Contracting Officer, the Contractor’s employees may be required to sign a non-disclosure agreement prior to performing any work under this purchase order.

(i) The terms of this paragraph apply to all Contractor employees, subcontractors, and consultants and must be incorporated into any subcontract.

III. NARA PROTECTION OF PII AND KEEP HARD DRIVE

In accordance with NARA policy, NARA will take title to all electronic storage devices, including but not limited to hard drives that may contain Personally Identifiable Information (PII). NARA will not allow the removal of any electronic storage device that may contain PII data from its facilities by a contractor, including individuals performing maintenance on equipment, devices or systems. This provision applies even in the event the equipment is leased. NARA will handle the destruction of this hardware internally. This provision must flow down to all subcontractors, including those for maintenance. If the Contractor comes into possession of an electronic storage device that may contain PII, the Contractor will immediately notify the Contracting Officer and return the electronic storage device to NARA. Contractor will protect the confidentiality of the electronic storage device and will not access, disclose, release, disseminate, or publish any of the information on the electronic storage device.

ATTACHMENT 4

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this purchase order. 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 purchase order 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 purchase order 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 purchase order.

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

(d) Disputes. This purchase order is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this purchase order to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this purchase order 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 purchase order, pending final resolution of any dispute arising under the purchase order.

(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, 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 purchase order.

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

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

(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, purchase order 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 purchase order, 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 purchase order.

(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 purchase order 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 purchase order 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 purchase order shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

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

(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 Contactor has requested an installment payment agreement; or

(C) The Contactor 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 purchase order.

(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 Contactor;

(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 purchase order debt; or

(C) The date on which an amount withheld and applied to the purchase order 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 purchase order.

(j) Risk of loss. Unless the purchase order specifically provides otherwise, risk of loss or damage to the supplies provided under this purchase order shall remain with the Contactor 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 purchase order, if transportation is f.o.b. destination.

(k) Taxes. The purchase order 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 purchase order, 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 purchase order, the Contractor shall be paid a percentage of the purchase order 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 purchase order cost principles for this purpose. This paragraph does not give the Government any right to audit the Contactor’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 purchase order, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any purchase order 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 purchase order for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this purchase order, title to items furnished under this purchase order 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 purchase order.

(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 purchase order.

(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 purchase order 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 purchase order, 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 purchase order, the Contractor is responsible during performance and through final payment of any purchase order 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 Contactor 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 purchase order 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 purchase order), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

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

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

(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 purchase order 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 purchase order.

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

(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 purchase order is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the purchase order II. FAR 52.212-5 -- Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (Jan 2017)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

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

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

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

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

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

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (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 (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved] ___ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

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

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

___ (10) [Reserved] ___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

___ (ii) Alternate I (Nov 2011) of 52.219-3.

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

___ (ii) Alternate I (Jan 2011) of 52.219-4.

___ (13) [Reserved] ___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

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

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

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

___ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637 (d)(4)).

___ (ii) Alternate I (Nov 2016) of 52.219-9.

___ (iii) Alternate II (Nov 2016) of 52.219-9.

___ (iv) Alternate III (Nov 2016) of 52.219-9.

___ (v) Alternate IV (Nov 2016) of 52.219-9.

___ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

___ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

___ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

___ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

___ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

___ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Oct 2016) (E.O. 13126).

___ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

___ (28) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

___ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

___ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

___ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

___ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

___ (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

___ (ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627).

___ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 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) 52.222-59, Compliance with Labor Laws (Executive Order 13673) (Oct 2016).