NGA_RFP_11_323.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE 17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITON IS

UNRESTRICTED OR

NAICS:

SIZE STANDARD:

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

EMERGING SMALL

BUSINESS

8(A)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

NGA RFP 11-323

g-spotts Typewritten Text $5.0 million/year g-spotts Typewritten Text 812320

STANDARD FORM 1449 (REV. 3/2005) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

NGA RFP 11-323

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1. SUMMARY OF REQUIREMENTS

The National Gallery of Art (NGA, the Gallery) is located on the National Mall between Third and Ninth Streets at Constitution Avenue, NW, in Washington, DC. Its mission is to serve the United States of America in a national role by preserving, collecting, exhibiting, and fostering the understanding of works of art, at the highest possible museum and scholarly standards. To facilitate that mission, the Gallery requires off-site dry cleaning and laundry service (including minor repairs and alterations) for official uniform items for approximately 300 uniformed Security Officers in the Office of Protection Services (AOP) and for table cloths used at interior security checkpoints. This service requires pick up from and delivery service to the Gallery on a regular schedule.

B.2. CONTRACT TYPE

The National Gallery of Art intends to award an Indefinite Delivery Indefinite Quantity (IDIQ) contract with Fixed Unit Prices and an annual Not to Exceed (NTE) amount.

B.3. SET ASIDE

This requirement is a total set aside for Small Businesses. The NAICS code is 812320. The size standard is less than or equal to $5 million per year.

B.4. DELIVERY ORDERS

The Gallery shall award Delivery Orders on an as-needed basis.

B.5. PERIOD OF PERFORMANCE

The contract shall be awarded for a one-year Base Period, and four one-year Option Periods.

Option Periods shall be exercised at the sole discretion of the Gallery.

Base Period June 1, 2011 – May 31, 2012

Option Period 1 June 1, 2012 – May 31, 2013

Option Period 2 June 1, 2013 – May 31, 2014

Option Period 3 June 1, 2014 – May 31, 2015

Option Period 4 June 1, 2015 – May 31, 2016

B.6. INCENTIVE YEARS

As an incentive, the Gallery intends to award the Contractor five (5) additional one-year Option Periods (“Incentive Option Period”) for exceptional performance and outstanding customer service without additional competition. Pricing for each Incentive Option Period shall be negotiated prior to it being exercised, and shall be commensurate with the then-current Service Contract Act wage determination.

B.7. SET ASIDE

This solicitation and the resulting contract are reserved for a Small Business Set Aside.

B.8. PRICING

See “Uniform Dry Cleaning – Price Schedules” in Section J, Attachment 007.

Note: Quantities are based on actual usage for the past two (2) years and are provided for estimating purposes only. Actual quantities may vary.

SECTION C – STATEMENT OF WORK

SECTION C – DESCRIPTION / SPECIFICATIONS / STATEMENT OF WORK

C.1 SCOPE

The Contractor shall provide all personnel, equipment and supplies to provide off-site dry cleaning, laundry, stain removal and alteration services for official uniform items for approximately 300 uniformed Security Officers in the Office of Protection Services and for table cloths used at internal security check points. The Contractor shall pick-up and deliver twice a week and shall provide the required services with a maximum three-day turn around. All items specified are both Men’s and Women’s items unless otherwise specified. Costs for dry cleaning and laundering includes stain removal (spot cleaning. AOP will mark items with stains for treatment and indicate the cause of the stain (if possible).

C.2 SPECIFICATIONS

C.2.1 Dry Cleaning: (Using solvents instead of water for cleaning)

a) Each dry-cleaned items shall be:

i) Returned on separate coat hangers

ii) In separate plastic bags

iii) Tagged with the Security Officer’s name

b) Items to be dry cleaned are:

i) Blazers

(a) Dark navy blue with embroidered logo

ii) Slacks

(a) Charcoal gray

(b) Navy blue police pants

iii) Women’s Skirts

(a) Charcoal Gray and Navy Blue

iv) Ties

(a) Women’s Printed Bow-Tie and Solid Color Crossover Tie

(b) Men’s Clip-On Tie

(i) Solid and Printed

v) Sweaters

(a) Black or Navy Blue, V-neck, Long Sleeve Pullover, Flat Jersey Commando Type

(b) Twill Elbow and Shoulder Patches

vi) Polo Shirts

(a) Unisex

(b) Various colors with embroidered logo

vii) Shorts

(a) Navy Blue

viii) Coats

(a) Unisex

(b) Lightweight outdoor jacket

ix) Caps

(a) Ladies police style cap

(b) Mens 8 point style cap

x) Outer Winter Coats

(a) Nylon outer shell, detachable collar and lining.

xi) Bulletproof vest carriers

(a) Lining that holds bullet proof inserts

(b) White

C.2.2 Laundry: (washed with water and detergent, then ironed)

a) Each laundered item shall be:

i) Starched

(a) Default is medium starch, but light starch may be requested in the rare event of personal discomfort or allergy.

ii) Returned on separate coat hangers in separate plastic bags

iii) Each item shall be tagged with the Security Officer’s name

b) Items to be laundered are:

i) Shirts

(a) White, button down Long Sleeve

(b) Police Shirts

(i) White button down, Long Sleeve and Short Sleeve

ii) Pants

(a) BDU cargo pants, Navy blue

iii) Plain utility pants, blue

iv) Lab Coats

(a) White and navy blue

v) Table Cloth

(a) Tan

C.2.3 Alterations and other services:

a) The Contractor shall, sew, and repair all items submitted for alterations.

b) The Gallery shall indicate alterations and other requests with a repair tag placed on the lapel of the coat and on the front waistband of the slacks, skirts, or shorts.

c) The Gallery shall provide measurements to hem slacks and skirts.

d) The Contractor shall provide replacement buttons for the shirts that match in quality, size, shape, weight and color.

e) The Gallery shall provide all required patches for the shirts, coats, sweaters and outer coats, as well as replacement buttons for the police coats and blazers.

f) The Contractor shall provide the following alterations as requested:

i) Hem slacks and skirts

ii) Replace buttons on shirts and coats

iii) Replace hooks on slacks and skirts

iv) Sew shoulder patches and chevrons on shirts, coats, and outer coats

v) Repair/patch slacks

vi) Alter/repair seams on slacks and jackets

vii) Repair zippers on slacks, skirts, shorts, and coats

viii) Repair pockets on slacks, skirts, blazers, coats, and shirts

ix) Repair belt loops on slacks, skirts, and shorts

x) Alter waist of slacks, skirts, and shorts and sleeves of jackets

C.2.4 Tracking

a) The Contractor shall provide means by which each item is accurately identified as belonging to a particular Gallery employee (e.g., RFID tag, barcode tag, stamp, etc).

b) The Contractor is invited to propose tracking solutions to provide additional tracking capabilities such as monitoring the frequency with which an item is laundered/dry cleaned. The Contractor shall define its capabilities in its proposal. The Gallery reserves the right to select the solution that suits its best interests.

C.2.5 Other Requirements

a) The Contractor shall pick up and deliver all items at the Gallery’s Service Entrance (to be determined following contract award). The Gallery will provide a space for loading and offloading dry-cleaned and laundered items.

b) All items shall be returned to the Gallery in alphabetical order by Security Officer.

c) Fabric content of items submitted subject to change without notice.

d) The Gallery reserves the right to inquire into laundering and dry cleaning methods, conditions, or chemicals used.

The Contractor shall provide information within five (5) business days of the request.

e) The Contractor shall provide sufficient laundry carts (a minimum of three) as requested by Gallery to accommodate the volume of uniforms.

f) Any items received by the Contractor for cleaning that are not on the contract shall not be cleaned and shall be returned to the Gallery at the next drop-off date.

g) The Contractor shall provide laundry tickets and tags to identify stains and alteration requests for uniform items and maintain the supply.

h)

i) The Contractor shall be assessed a charge/fee for any items lost or damaged. The charge will be equivalent to the current cost of replacement; the amount will be deducted from the next invoice.

j) The Gallery shall inventory cleaned uniform items upon delivery.

The Gallery reserves the right to contract with other vendors for laundry and dry cleaning services for other Gallery departments.

SECTION D - MARKING

D.1. MARKING

The contract number [to be determined] shall be clearly noted on all paperwork delivered for this contract.

SECTION E - INSPECTION AND ACCEPTANCE

E.1. INSPECTION AND ACCEPTANCE

Inspection and Acceptance shall be governed by FAR 52.212-4 Contract Terms and Conditions – Commercial Items (Mar 2009)

SECTION F - DELIVERIES AND PERFORMANCE

F.1 DELIVERABLES

The Contractor shall pick up and return all uniform items on the next scheduled delivery day. Pickup and delivery shall be on fixed days, twice a week, Monday through Friday, excluding Federal holidays, during the hours of 8:30 a.m. and 12:00 p.m.

When a Federal holiday occurs on the routine pick-up and return dates, the Contractor shall pick-up/return the next business day following the Federal holiday. Fixed delivery days shall be determined by mutual agreement of the vendor and National Gallery of Art at the time of award.

F.2 PLACE OF PERFORMANCE

The address for pick-up and delivery is:

National Gallery of Art – Service Entrance 6th Street and Constitution Avenue, NW Washington, DC 20565

This location may be changed temporarily to accommodate NGA Operations. Contractor will be notified in advance.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1. CONTRACT MANAGEMENT

The following individuals will serve as the Gallery points of contact during the performance of this contract:

G.1.1. CONTRACTING OFFICER (CO)

Geoffrey Spotts, Contract Specialist National Gallery of Art Office of Procurement and Contracts (APC) 601 Pennsylvania Ave, NW (South Building) Suite 300 Washington, DC 20565

Mailing Address:

2000B South Club Drive Landover, MD 20785 Phone: 202.842.6407 g-spotts@nga.gov

The CO is the final authority in all contractual matters relating to this contract. The CO has overall responsibility for the administration of this contract, and is authorized to take actions on behalf of the Gallery to amend, modify, or deviate from contract terms, conditions, requirements, specifications, details, and/or delivery schedules. The CO is also responsible for making the final decisions on matters under dispute, unsatisfactory performance, and contract terminations for convenience or default. The CS is responsible for the day-to-day administration of the contract through contract close-out and is authorized to issue Task or Delivery Orders.

The CO will delegate certain responsibilities to the COTR.

G.1.2. CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)

Cheryl Miller, Program Analyst National Gallery of Art Office of Protection Services, Administration (AOPA) 601 Pennsylvania Ave, NW (South Building) Suite 300 Washington, DC 20565

Mailing Address:

2000B South Club Drive Landover, MD 20785 Phone: 202.842.6924 c-miller@nga.gov

The COTR named above has been designated on authority of the CO to monitor all technical aspects of the contract. The duties of the COTR include but are not limited to: Assuring the Contractor’s compliance with the technical requirements of the contract; performing or arranging necessary inspections in connection with the technical performance of the contract;

monitoring the Contractor’s overall performance under the contract; and certifying all invoices/vouchers for acceptance of the supplies or services furnished for payment prior to forwarding the original invoice to the payment office and a conformed copy to the CO.

The COTR does NOT have the authority to alter the Contractor's obligations under the contract, direct changes that fall within the purview of the General Provisions clause entitled "Changes", or modify any of the expressed terms, conditions, specifications, or cost of the agreement. If as a result of technical discussions it is desirable to alter/change contractual obligations or the Scope of the Work, the CO shall issue such changes in writing.

G.2. CORRESPONDENCE

All non-technical correspondence shall be prepared in accordance with Section D and addressed to the CO. All technical correspondence, including submittals, shall be prepared in accordance with Section D and submitted to the COTR.

G.3. INVOICING

All invoices shall include the contract number and be sent to:

Invoices@nga.gov

No additional hard copies need to be sent through the mail. However, if unable to send invoices via email, the Contractor shall mail invoices to:

Office of the Treasurer (TGA) National Gallery of Art 2000B South Club Drive Landover, MD 20785

The Contractor shall submit one (1) original of each invoice. The Contractor shall submit all invoices, inclusive of all reimbursable expenses incurred, within 90 days of the incurrence of the charges to the contract. The submission of the final invoice for each task order does not relieve the Contractor of the responsibility to correct, without additional compensation, NGA RFP 11-323 mailto:g-spotts@nga.gov� errors or deficiencies in the designs, drawings, specifications, and other services under this contract. The Contractor shall mark the last invoice for each task order as “FINAL INVOICE.”

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1. NATIONAL GALLERY OF ART REQUIRED INSURANCE

(a) Contractor's Liability Insurance

(1) The contractor shall purchase and maintain in companies properly licensed to do business in the location where work is being performed under this contract and acceptable to the NGA such insurance as will protect the contractor and the NGA from claims set forth below which may arise out of or result from the contractor's operations under the contract, whether such operations be by the contractor or by any subcontractor, any supplier, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable.

(i) Workman's Compensation: Claims under worker's or workmen's compensation, disability benefit and other similar employee benefit acts. The contractor will require his subcontractors to similarly provide workmen's compensation insurance for all of the latter's employees;

(ii) Bodily Injury: Claims for damages because of bodily injury, sickness or disease or death of his employees;

(iii) Comprehensive General Liability:

(A) Claims for damages because of bodily injury, sickness or death of any persons other than his employees;

(B) Claims for damages insured by personal injury liability coverage which are sustained (1) by any person as a result of an occurrence directly or indirectly related to the employment of such person by the contractor, or (2) by any other person;

(iv) Property Damage: Claims for damages, other than to the work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; and

(v) Comprehensive Automobile Liability: Claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle.

(vi) Professional Liability: Claims for damages because of errors or omissions caused by Contractor's negligence in the performance of its duties under this agreement.

(2) The insurance required under this clause shall be primary and noncontributing to any insurance possessed or procured by the NGA and limits of liability shall be not less than those set forth in this clause.

(3) The insurance required by this clause shall include contractual liability insurance applicable to the contractor's obligations under the contract as to working conditions.

(4) Without limiting the above during the term of the contract, the contractor shall, at his own expense, purchase and maintain the following insurance:

(i) Workman's Compensation insurance or equivalent workman's compensation coverage, as required or prescribed by law, with minimum employer liability limit of at least $100,000.00 for accidental bodily injury or death, or for occupational disease.

(ii) Comprehensive General Liability insurance for bodily injury with limits of not less than $100,000.00 for each person and $100,000.00 for each accident.

(iii) Property Damage insurance with a limit of not less than $500,000.00 for each accident.

(iv) Comprehensive Automobile Liability insurance for bodily injury liability insurance with limits of not less than $200,000.00 for each person and $500,000.00 for each accident, and property damage liability insurance, with a limit of not less than $20,000.00 for each accident.

(v) Employer’s Liability insurance of at least $100,000 for each accident.

(vi) Professional Liability insurance with a limit of not less than $1,000,000.00 for each incident.

H.2. SECURITY REQUIREMENTS

The Contractor shall comply with all Gallery Security Requirements. Please see Section J “Section 01 3553 – Security Procedures”.

H.3. SAFETY REQUIREMENTS

The Contractor shall comply with all Gallery Safety Requirements. Please see Section J “Section 01-3523 – National Gallery of Art Safety Requirements”.

H.4. NATIONAL GALLERY OF ART REGULATIONS

The Contractor shall comply with all Gallery regulations. Please see Section J “Regulations Governing the National Gallery of Art Buildings and Grounds”.

H.5. REMOVAL

The Gallery reserves the right to request that the Contractor promptly remove any of its personnel deemed by the Gallery to be insufficiently qualified; who disregard the Gallery’s Security Requirements, Safety Requirements, and/or Regulations; or who otherwise pose a risk to the Gallery. The Gallery shall immediately and unilaterally remove Contractor personnel who present an immediate risk to the Gallery, its art, artifacts, staff or visitors. Any Contractor personnel removed from the Gallery shall not be allowed to return to work at the Gallery, and shall be promptly replaced by Gallery-approved personnel of commensurate or superior skill levels with no additional cost to the Gallery.

H.6. NON-DISCLOSURE OF INFORMATION

Any information made available to the Contractor by the Gallery shall be used only for the purpose of carrying out the requirements of this contract and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of the contract. The foregoing restriction does not apply to any information (a) received by contractor from third parties without restriction, or (b) in the public domain.

In performance of this contract, the Contractor assumes responsibility for protection of the confidentiality of the Gallery records and shall ensure that all work performed by its subcontractors shall be under the supervision of the contractor or the contractor’s responsible employees.

H.7. ADVERTISING AND PUBLICITY

The Contractor shall not use the name of the National Gallery of Art (Gallery or NGA), its seal, logos or designs, its Web sites, images of the Gallery's exterior or the interior, including images of artwork owned by or on the premises of the Gallery, or any element of the foregoing, for any reason, in any media. However, the Contractor may use the Gallery’s name on its client list.

The Gallery may at any time, in its sole discretion, without cause, revoke any permission granted under this clause. The provisions of this clause shall survive the termination of this contract.

H.8. ELECTRONIC CORRESPONDENCE

Direction via email from the CO or CS is authorized and shall be regarded as signed direction from the CO to the Contractor.

H.9. GALLERY – CONTRACTOR RELATIONSHIP

The Offeror selected by the Gallery shall be considered an Independent Contractor and shall be responsible for performing all of the services and providing all of the goods specified in the Contract, including but not limited to the duties specified in the Offeror’s propsoal, Statement of Work, and RFP. The Contractor is not permitted to subcontract any portion of the contracted services without the explicit written consent of the Gallery.

H.10. ACCIDENT REPORTING PROCEDURES

In the event of an accident involving Gallery personnel, property or art works, the Contractor shall file a report with the Security Office and with the CO, containing the following information:

(1) Time and date of occurrence.

(2) The place of occurrence.

(3) A list of personnel directly involved.

(4) A narrative description of the accident that includes a chronological order of the accident and circumstances.

PART II – CONTRACT CLAUSES

SECTION I – TERMS AND CONDITIONS

I.1. 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS. (JUNE 2010)

(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 the Contract Disputes Act of 1978, 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 of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

Government bill of lading;

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

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

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

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

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

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

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

NGA RFP 11-323

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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.

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(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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986;

41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 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, and Compliance with Laws Unique to Government

Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

(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 CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR 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 CCR 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 CCR 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 CCR 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 CCR database. Information provided to the Contractor’s CCR 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 the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of clause)

I.2. FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—

COMMERCIAL ITEMS (APRIL 2011)

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

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78).

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

[Contracting Officer check as appropriate.]

(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

NGA RFP 11-323

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(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

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

(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

(6) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (DEC 2010) (31 U.S.C. 6101 note). (Applies to contracts over $30,000). (Not applicable to subcontracts for the acquisition of commercially available off-the-shelf items).

(7) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (Jan 2011) (15 U.S.C. 657a).

(8) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(9) [Reserved]

(10)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

(ii) Alternate I (Oct 1995) of 52.219-6.

(iii) Alternate II (Mar 2004) of 52.219-6.

(11)(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.

(12) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

(13)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637(d)(4)).

(ii) Alternate I (Oct 2001) of 52.219-9.

(iii) Alternate II (Oct 2001) of 52.219-9.

(iv) Alternate III (Jul 2010) of 52.219-9.

(14) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

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

(16)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

(ii) Alternate I (June 2003) of 52.219-23.

(17) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

(18) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

(19) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

(20) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2009) (15 U.S.C. 632(a)(2)).

(21) 52.219-29 Notice of Total Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Apr 2011).

(22) 52.219-30 Notice of Total Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Apr 2011).

(23) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

(24) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jul 2010) (E.O. 13126).

(25) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

(26) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(27) 52.222-35, Equal Opportunity for Veterans (Sep 2010)(38 U.S.C. 4212).

(28) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(29) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

(30) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

(31) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

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(32)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(33) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

(34)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423).

(ii) Alternate I (Dec 2007) of 52.223-16.

(35)…