Water_Cooler_Section_B_-_M.pdf

RFP TABLE OF CONTENTS

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

SECTION D - PACKAGING, MARKING AND SHIPPING

SECTION E - INSPECTION AND ACCEPTANCE

SECTION F - DELIVERIES OR PERFORMANCE

SECTION G - CONTRACT ADMINISTRATION DATA

SECTION H - SPECIAL CONTRACT REQUIREMENTS

PART II - CONTRACT CLAUSES

SECTION I CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS. . . . . . . . . . . . . . . . . . . . . ………………………………………….. 29

PART IV - REPRESENTATIONS AND INSTRUCTIONS

SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS. . . .. . . . . . . . . . . . . ….41

SECTION M - EVALUATION FACTORS FOR AWARD

PART I - THE SCHEDULE

THE INFORMATION SET FORTH IN SECTION A - SOLICITATION/CONTRACT FORM, HEREIN

CONTAINSIMPORTANT INFORMATION FOR ANY OFFEROR INTERESTED IN RESPONDING TO THIS

SOLICITATION.ANY CONTRACT RESULTING FROM THIS SOLICITATION WILL INCLUDE IN ITS

SECTION A - SOLICITATION/CONTRACT FORM, ACCOUNTING, APPROPRIATION AND GENERAL

INFORMATION APPLICABLE TO THECONTRACT AWARD.

THE CONTRACT SCHEDULE SET FORTH IN SECTIONS B THROUGH H, HEREIN, CONTAINS

CONTRACTUALINFORMATION PERTINENT TO THIS SOLICITATION. IT IS NOT AN EXACT

REPRESENTATION OF THECONTRACT DOCUMENT THAT WILL BE AWARDED AS A RESULT OF

THIS SOLICITATION. THE CONTRACTCOST OR PRICE AND OTHER CONTRACTUAL PROVISIONS

PERTINENT TO THE OFFEROR (i.e., those relating to the organizational structure [e.g., Non-Profit, Commercial] and specific cost authorizations unique to the Offeror's proposal and requiring Contracting

Officer Prior Approval) WILL BE DISCUSSED IN THE NEGOTIATION PROCESSAND WILL BE

INCLUDED IN THE RESULTANT CONTRACT. THE ENCLOSED CONTRACT SCHEDULE IS INTENDED

TO PROVIDE THE OFFEROR WITH THE NECESSARY INFORMATION TO UNDERSTAND THETERMS

AND CONDITIONS OF THE RESULTANT CONTRACT.

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

Period Service Cost

Base Period CLIN 0001 1- Jan - 15 through 31 - Mar -15

Water Coolers Various Locations

Option CLIN 1001 1- Apr -15 through 31 - Mar -16

Water Coolers Various Locations

Option CLIN 2001 1- Apr -16 through 31 - Mar -17

Water Coolers Various Locations

Option CLIN 3001 1- Apr -17 through 31 - Mar -18

Water Coolers Various Locations

Total Cost $

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

ARTICLE-C.1. [DESCRIPTION-SPECIFICATION-WORKSTATEMENT-STATEMENT OF OBJECTIVES]

Independently and not as an agent of the Government, the Contractor shall be required to furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government, as needed to perform the Statement of Objectives, dated July 08, 2014 attached hereto and made a part of this Solicitation.

Point-of Use Non-Bottled Filtration Statement of Work

July 08, 2014

Background

The National Institute of Environmental Health Sciences is a toxicological research institution located in Research Triangle Park, NC. The major missions of the Institute are to identify and characterize hazards to human health, their mechanisms of action, and their interactions.

Scope

The scope of this requirement is to provide for the lease of 21 individual Point-of-Use Water Filtration Units, drinking cups, and filter maintenance for Point-of Use Non-Bottled Filtration Systems to combat the unpleasant taste while filtering out harmful impurities and contaminants such as lead, dirt, chlorine taste and odor. Additional units may be added or deleted as the need is determined.

Specifications

Water filtration water cooler specifications shall be equal to or better than those listed below. If different, provide a specification sheets.

Point-of-Use Filtration Systems:

Oasis POU1RRK Coolers (or equivalent)

Filter and/or cartridge: Everpure H-104 Replacement Cartridge (H-104), Everpure OW2- Plus (or equivalent)

Installation

All equipment necessary for the insulation of the Point-of-Use Water Filtration Units and Point-of-Use Water Filtration Units themselves will be provided by the contractor and meet all federal, local codes and regulations.

The Contractor shall use copper; tubing, fittings, connectors and valves, or other tubing fittings, connectors and valves approved by the Project Officer, for all connections and shall provide an accessible shut-off valve at each connection to existing water lines.

Installations will be adjacent to sinks or other sources of water. No more than ten (10) feet of line will be needed per installation. Power will be provided within 10 feet of the Point-of-Use Water Filtration Units. A dedicated shutoff valve shall be provided for the point of use Point-of-Use Water Filtration Units.

A case of cups will be provided once a month for use with the Point-of-Use Water Filtration Units which will have a Water Cup Dispenser attached to the water filtration unit provided by the contractor.

The Point-of-Use Water Filtration Units shall be installed within one week from date of award. The Health and Safety Branch at National Institute of Environmental Health Sciences (NIEHS) will periodically test water from filtered units. The Contractor shall be notified by the Project Officer if the water does not pass the water test. The Contractor will take action to resolve the failed water test.

Current Point-of-Use Filtration Systems locations are listed in Attachment 1.

Inspections

The Point-of-Use Filtration Systems unit shall be inspected every six months for leaks or other problems which will be repaired by the Contractor. Replacement of the filter/cartridge shall be changed yearly or earlier as per manufacture recommendations.

Repairs

The Contractor shall be responsible for all repairs and maintenance of the of the point-of-use filtration systems unit from the shut off valve to include the Point-of-Use Filtration Systems unit. A response time of one day between regular business hours, 8:00am to 5:00pm, will be observed if a repair is needed.

Period of Performance

The Period of Performance is for a Base Year plus 4 one year options.

Documentation

The Contractor shall furnish a service statement upon every visit to NIEHS to the Project Officer detailing the service provided during the visit.

Contractor Personnel

All work shall be accomplished by competent personnel trained and qualified in the work assigned to them.

All duties shall be performed in a workmanlike manner and the Contractor shall be responsible for any and all damages to NIEHS property caused by his/her personnel and/or equipment.

Contractor employees will be subject to all Federal Government and NIEHS Security regulations and must have "NIEHS Contractor security badges" for entry to the campus and buildings. Badges will be provided upon award of the Contract and must be worn at all times while on the NIEHS campus.

Attachment 1

FILTERED WATER COOLER LOCATIONS

1. A0 Fitness Center

2. A229, Hallway

3. B211

4. B240

5. B325

6. C031

7. CI @ Stairway

8. C263

9. C328

10. C4@ Stairway

11. D462

12. E007

13. E l @Stairway

14. E306

15. Building 102 S105 Shops Break Room

16. Building 102, S152

17. Building 104 Break Room

18. Building 105 Break Room

19. Building 105, Control Room

20. Building 106 I105

21. Building 106 Control Room

SECTION D - PACKAGING, MARKING AND SHIPPING

All deliverables required under this contract shall be packaged, marked and shipped in accordance with Government specifications. At a minimum, all deliverables shall be marked with the contract number and Contractor name. The

Contractor shall guarantee that all required materials shall be delivered in immediate usable and acceptable condition.

SECTION E - INSPECTION AND ACCEPTANCE

FAR Clause 52.246-4, Inspection of Services - Fixed Price (August 1996).

SECTION F - DELIVERIES OR PERFORMANCE

ARTICLE F.1. PERIOD OF PERFORMANCE

The period of performance of this contract shall be from January 1, 2015 through Mar 31, 2018.

ARTICLE F.2. PERIOD OF PERFORMANCE

The base period of performance of this contract shall be from January 1, 2015 through Mar 31, 2015.

If the Government exercises its option(s) pursuant to the OPTION PROVISION Article in Section H of this contract, the period of performance will be increased as listed below:

Option

Option Period

Base 1- Jan - 15 through 31 - Mar -15

1001 1- Apr -15 through 31 - Mar -16

2001 1- Apr -16 through 31 - Mar -17

3001 1- Apr -17 through 31 - Mar -18

SECTION G - CONTRACT ADMINISTRATION DATA

G.1.1 Contract Officer (CO)

The Contracting Officer for this contract is:

Name: Joshua Blow Phone Number: 919-541-3764 Email: joshua.blow@nih.gov

Only the Contracting Officer has authority to: (1) increase or decrease the contract amount through a written modification; (2) direct or negotiate any changes; (3) modify or extend the period of performance; (4) change the schedule of completion; (5) authorize payment under this contract; (6)otherwise modify any terms or conditions of this contract.

G.1.2 Contracting Officer's Technical Representative (COTR)/Project Officer (PO)

The Contracting Officer's Technical Representative (COTR)/Project officer (PO) for this contract is:

Name: Paul Poliachik Phone Number: 919-541-1414 E-Mail: poliachikp@mail.nih.gov

The COTR/PO is responsible for: (1) monitoring the contractor's process including surveillance and assessment of performance and recommending to the Contracting Officer changes in requirements:(2) interpreting scope of work;(3) performing technical evaluation as required; (4) performing technical inspections and acceptances required b y this contract; and (5) assisting the contractor in resolution of technical problems encountered during performance.

For guidance from the COTR/PO to be valid, it shall: (1) be consistent with the description of work set forth in this contract; (2) not constitute new assignment of work or changes to the expressed terms, conditions, or specifications incorporated into this subcontract; (3) not constitute a basis for an extension to the period of performance or contract completion schedule; and (4) not constitute a basis for any increase in the contract price.

G.2.1 Personnel Requirements:

G.2.2 Personnel and Supervision: The Contractor shall furnish supervisory, administrative, and direct personnel to accomplish all work required. The Contractor may not hire persons whose employment would result in a conflict with NIEHS' Rules While on Institute Property. Adequate and competent supervision shall be provided for all work performed by the Contractor’s employees to ensure performance and accomplishment in accordance with this specification.

Supervisory tasks shall include, but not be limited to, the following representative types of activities:

G.2.2.1 Providing an adequate labor force.

G.2.2.2 Training personnel to properly perform their work.

G.2.2.3 Providing access to areas otherwise secured or restricted.

G.2.2.4 Preventing general carelessness in cleaning operations, and instructing employees to abide by safety rules and regulations.

G.2.2.5 Preventing wasteful practices in connection with Government-furnished utilities.G.2.2.6 Insuring appropriate employee attire and identification.

G.2.2.7 Instructing employees in all campus policies such as no-smoking, parking, traffic, security, etc.

G.2.3 Key Personnel: A resume is required for any designated key personnel.

The contract shall provide and maintain in the spaces below, the names and phone numbers of key personnel. The personnel shall be reachable by phone during working hours. When contractor's first available key personnel selection becomes unavailable to render services, the contractor is responsible for providing a back-up with equal or greater knowledge and experience in the field of the work to be performed in the statement of objectives covered above as covered under this contract.

mailto:joshua.blow@nih.gov mailto:poliachikp@mail.nih.gov

NAME PHONE NUMBER E-MAIL ADDRESS

1._______________________._______________________._______________________

2._______________________._______________________._______________________

3._______________________._______________________._______________________

4._______________________._______________________._______________________

HHSAR 352.242-70 Key Personnel (January 2006) the key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to diverting any of the specified individuals to other programs or contracts (or as soon as possible, if an individual must be replaced, for example, as a result of leaving the employ of the Contractor), the Contractor shall notify the Contracting Officer and shall submit comprehensive justification for the diversion or replacement request (including proposed substitutions for key personnel) to permit evaluation by the Government of the impact on performance under this contract. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the Contracting Officer. The Government may modify the contract to add or delete key personnel at the request of the contractor or Government. (End of clause) The following are considered key personnel and are required at all times throughout the contract period: On Site Project Manager Assistant (Alternate) Project Manager Quality Control Representative Written notification shall be submitted in advance of absences such as vacations, scheduled medical absences, training, or other required absences. Included in the notification will be the replacement person and duration of the absence. This position must be manned with qualified personnel at all times.

G.2.4 Controlled Entry: The NIEHS Campus Facility is secured by a card reader security system. All employees must use an identification card/key to obtain access to the workplace. The Contractor shall comply with all NIEHS site security policies.

G.2.5 Uniforms and Contractor Provided Identification: All Contractor employees shall be clearly identifiable no later than the time specified by the Project Officer or otherwise, no later than ten working days from the date a new employee starts work. At a minimum, identifiable information shall include the Contractor's name, easily identifiable and the contractors' employee name.

G.2.6 Damages Caused by the Contractor: The Contractor shall be held accountable and liable to the Government for any damages to Government facilities, fixtures, furnishings, equipment, or grounds caused by the Contractor or its employees due to negligence.

G.2.7 Emergency Work: The Contractor shall respond to emergency calls occurring during and after the contractor’s regular work hours, including evenings, weekends, and holidays.

G.2.8 INVOICE INSTRUCTIONS

A. SEND ORIGINAL INVOICES SIMULTANEOUSLY TO THE FOLLOWING ADDRESSES:

1. Email to: ORFOAInvoice3Way@mail.nih.gov (Note: Do not send e-mail correspondence to this address)

2. Mail to: National Institutes of Health

Office of Financial Management Commercial Accounts

2115 East Jefferson Street, Room 4B-432, MSC 8500 Bethesda, MD 20892-8500

Failure to send invoices to both addresses simultaneously may result in the invoice being delayed or rejected

B. CHECKING THE STATUS OF INVOICES

1. Vendors may check the status of their invoice in the following ways:

a. IPPCustomerSupport@fms.treas.gov (Registration is required)

b. Call the Chief, Accounts Payable Section, OFM (301) 496-6088

C. HOW TO EMAIL IN THE INVOICE TO OFFICE OF ACQUISITIONS

NOTE: VENDORS MUST ALSO MAIL AN ORIGNAL TO THE OFFICE OF FINANCIAL MANAGEMENT

1. Please scan your invoice along with the necessary backup documentation (not to exceed 30MB) as one single attachment.

2. Save your invoice attachment in the following format: YourVendorName_Invoice number (e.g., if your Vendor name is AE Construction Inc. and you are submitting Invoice 123456, Save your invoice attachment as 'AEConstruction_Invoice 123456')

Note: Please do not use special characters such as (#$%*&!) when saving your attachment.

3. Send an email with your invoice attached (invoice and all supporting backup as one attachment) to our invoice processing email distribution mailbox: ORFOAInvoice3Way@mail.nih.gov In the subject line of your email, please use the same format ‘YourVendorName_Invoice number’. (e.g., AEConstruction_Invoice 12345)

4. You will receive an automated email reply confirming that our Invoice processing received your invoice for processing. If you do not receive an email notification within 24 hours, it indicates that we did not receive your invoice for processing. In which case double check (1) that your email contained the scanned attachment of your invoice and that (2) you sent it to our inbox at ORFOAInvoice3Way@mail.nih.gov . Only resend an invoice if you have not received an email confirmation within 24 hours. If you have any questions or concerns please call the Intake Center at 301-402-0878.

D. INVOICE REQUIREMENTS

1. Name and Address of the Vendor (use information from Line #7 of OF 347)

2. Name of the Office of Acquisitions (Office of Research Facilities)

3. Invoice Date

4. Unique Invoice Number which can only be used one time regardless of the number of contracts or orders held by an organization (or business unit identified by a separate DUNS or DUNS+4 number), regardless if the invoices are being issued out of separate locations

5. NIH contract award number and, if applicable, order number and modification number

6. Requisition Number, Line Item number

7. Vendor Identification Number (VIN)

8. Identify “3- Way Match”

9. Contracting Officer’s name

10. Project Officer’s name

11. Description, quantity, unit of measure, unit price, and extended unit price of supplies or services. Use the exact description from the contract, otherwise payment may be delayed or rejected

12. Name and mailing address for payment purposes. Use the ACH information on record.

13. Name, title, telephone number, and mailing address of person to be notified in the event of a defective invoice

14. DUNS number or DUNS+4 that identify the Contractor’s name and address exactly as stated on the face page of the contract.

15. Schedule of Values (for construction projects)

16. Work Request Number

17. Include other documents as required by contract

18. If the invoice is the final invoice, mark “final invoice”

SECTION H - SPECIAL CONTRACT REQUIREMENTS

N/A

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

Clauses Incorporated by Reference

52.202-1 Definitions (Jan 2012) 52.203-3 Gratuities (Apr 1984) 52.203-12 Limitation on Payments to Certain Federal Transactions (Oct 2010) 52.204-4 Printed or Copied Double - Sided on Recycle Paper (May 2011) 52.204-7 Central Contractor Registration (Apr 2008) 52.209-2 Prohibition on Contracting with inverted Domestic Corporations - Representation (May 2011) 52.212-4 Contract Terms and Conditions - Commercial Items (Jun 2010) 52.215-8 Order of Precedence - Uniform Contract Format (Oct 1997) 52.223-5 Pollution Prevention and Right-to-Know Information (May 2011) 52.227-14 Rights in Data - General (Dec 2007) 52.223-6 Drug-Free Workplace (May 2001) 52.232-1 Payments (Apr 1984) 52.232-8 Discounts for Prompt Payment (Feb 2002) 52.232-11 Extras (Apr 1984)52.232-17 Interest (Oct 2010) 52.232-23 Assignment of Claims (Jan 1986) 52.233-1 Disputes (July 2002) 52.237-2 Protection of Government Buildings, Equipment, and Vegetation (Apr 1984) 52.242-13 Bankruptcy (Jul 1995) 52.242-15 Stop-Work Order (Aug 1989) 52.246-4 Inspection of Services (Aug 1996) 52.246-25 Limitation of Liability-Services (Feb 1997)

Clauses Incorporated by Full Text

52.212-4 Contract Terms and Conditions—Commercial Items.

As prescribed in 12.301(b)(3), insert the following clause:

CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAY 2014)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment

(e.g., use of the Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of

Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United

States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act

(31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the

Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting

Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

destination.

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The

Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose.

This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the

Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the

Government upon acceptance, regardless of when or where the Government takes physical possession.

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

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the

Government for consequential damages resulting from any defect or deficiencies in accepted items.

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American;

and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

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(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to

(A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims).

Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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(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.

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items.

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

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

[Applicable clauses are checked as appropriate.]

X (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 (Apr 2010) (41 U.S.C. 3509)).

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

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

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

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

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (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).

X (10) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

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

__ (12) 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).

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

__ (ii) Alternate I (Nov 2011).

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__ (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.

X (16) 52.219-8, Utilization of Small Business Concerns (May 2014) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jul 2013) (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.

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

X (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

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

__ (21)(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.

__ (22) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Jul 2013) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (23) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (24) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

X (25) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (26) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

__ (27) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

X (28) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

X (29) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

X (30) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

X (31) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

X (32) 52.222-35, Equal Opportunity for Veterans (Jul 2014)(38 U.S.C. 4212).

X (33) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

X (34) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212).

X (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (36) 52.222-54, Employment Eligibility Verification (Aug 2013). (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.)

X (37)(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.)

__ (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O. 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-13.

__ (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (E.O. 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__ (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Jun 2014) (E.O. 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

X (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

X (43) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

__ (44)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

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