Solicitation - European Sedans QMAA-T8-110001-N FINAL.doc

Solicitation No. QMAA-T8-110001-N

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 17 & 30

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5.SOLICITATION NUMBER

QMAA-T8-110001-N

(i) QFFAP-BK-080001-N

6. SOLICITATION ISSUE DATE

11/18/10

7. FOR SOLICITATION

a. NAME

Laurel Weiskopf

9. ISSUED BY

CODE

U.S. General Services Administration

Federal Acquisition Service

Office of Acquisition Operations

Automotive Acquisition Support Division (QMAA)

2200 Crystal Drive, Suite 1006

Arlington, VA 22202

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UNRESTRICTED

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SET ASIDE: % FOR

SMALL BUSINESS

DESTINATION UNLESS BLOCK IS MARKED

SEE SCHEDULE

Net 30 Days

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SMALL DISADV. BUSINESS

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13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700)

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8(A) 13b. RATING

SIC: NAICS = 336111

SIZE STANDARD: NA

14. METHOD OF SOLICITATION

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RFQ

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IFB

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RFP

15. DELIVER TO

16. ADMINISTERED BY

To be shown on delivery orders issued under the contract

SEE BLOCK 9

17a. CONTRACTOR/CODE

OFFEROR

FACILITY

18a. PAYMENT WILL BE MADE BY

DUNS NUMBER: ___________ TIN NUMBER __________

TELEPHONE NO. ____________ FAX NO. ____________

General Services Administration

Financial Operations & Disbursement Branch (BCEB)

P.O. Box 419279

Kansas City, MO 64141

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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

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SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Passenger Cars and Light Duty Trucks and Vans for European Use for delivery to locations in the countries of Germany, Italy (See Attached)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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

ARE FORMCHECKBOX

ARE NOT ATTACHED.

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

ARE FORMCHECKBOX

ARE NOT ATTACHED.

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 3__ COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29.

AWARD OF CONTRACT: REFERENCE __________OFFER DATED ____________. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

31c. DATE SIGNED

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT FOR

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RECEIVED

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INSPECTED

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CONTRACT, EXCEPT AS NOTED

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PARTIAL

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FINAL

COMPLETE

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PARTIAL

FINAL

38. S/R ACCOUNT NO.

39. S/R VOUCHER NO.

40. PAID BY

42a. RECEIVED BY (Print)

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

TABLE OF CONTENTS

6SECTION A – GENERAL

6A.1 ADDITIONAL INFORMATION FOR STANDARD FORM 1449:

6A.2 A-FSS-2-A (OCT 1988)

6A.3 CP-FSS-3 NOTICE: REQUESTS FOR EXPLANATION OR INFORMATION (MAR 1996)

6A.4 CP-FSS-4-A SOLICITATION COPIES (MAR 1996)

6A.5 CP-FSS-20 SECURITY EXAMINATION OF HAND-DELIVERED OFFERS (JAN 1998)

A.6 CP-FSS-6 ELECTRONIC DATA INTERCHANGE (EDI) ORDERING (JAN 1994)

8SECTION B – SCHEDULE OF ITEMS

8B.1 contract line items

B.2 PRICING NOTES

B.3 STATUTORY PRICE LIMITATION

SECTION C – REQUIREMENTS

c.1 specifications

C.2 DELIVERABLES

C.3 WEEKLY STATUS REPORTS

C.4 WHEELS-OFF-GROUND DELIVERY

C.5 IDENTIFICATION OF VEHICLES

C.6 SHIPMENT DELAYS

C.7 AVAILABILITY OF FUNDS

C.8 GUARANTEED MINIMUM QUANTITY

C.9 ADMINISTRATIVE FEE

C.10 CONTRACT ADMINSTRATION INFORMATION

C.11 ADDENDUM TO THE SOLICITATION

SECTION D – CONTRACT CLAUSES AND PROVISIONS

D.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JUN 2010)

D.2 52.212-5 CONTRACT Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (JULY 2010)

D.3 52.216-18 ORDERING (OCT 1995)(DEVIATION II -- FEB 2007)

D.4 52.216-19 ORDER LIMITATIONS (OCT 1995)(DEVIATION II - FEB 2007) 6.506(b)…………………………………………………………………………………………………………….. 33

D.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

D.6 52.229-6 TAXES - FOREIGN FIXED=PRICE CONTRACTS (JUN

2003)…………………………………………………………………………………………………………………………… 34

D.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

D.8 D-FSS-478 DECALS, STICKERS, AND DATA PLATES (APR 1984)

D.9 D-FSS-479 GSA FORM 1398 (AUG 1993)

D.10 E-FSS-514 PRODUCTION AND INSPECTION POINT(S) (JUN 1990)

D.11 E-FSS-522 INSPECTION AT DESTINATION (MAR 1996)

D.12 F-FSS-200-B DELIVERY--F.O.B. DESTINATION (MAY 1991)

D.13 F-FSS-285 WAIVER OF DELIVERY SCHEDULE (APR 1984)

D.14 F-FSS-742 NOTICE OF SHIPMENT (MAR 1996)

D.15 F-FSS-755 IDENTIFICATION OF VEHICLES (OCT 1988)

D.16 G-FSS-900-A CONTACT FOR CONTRACT ADMINISTRATION (JAN 1994)

D.17 G-FSS-914-B CONTRACTOR'S REMITTANCE (PAYMENT) ADDRESS (SEP 1996)

D.18 H-FSS-582 EVIDENCE OF SHIPMENT OF MANUALS (OCT 1988)

D.19 H-FSS-587 NOTIFICATION OF VEHICLE DEFECTS (OCT 1988)

D.20 I-FSS-100-A SCOPE OF CONTRACT (OCT 1997)

D.21 I-FSS-168 OPTION TO EXTEND THE TERM OF THE CONTRACT (JUN 1996)

D.22 I-FSS-644 DEALERS AND SUPPLIERS (OCT 1988)

D.23 I-FSS-880-A STATEMENT OF ORIGIN (APR 1984)

D.24 I-FSS-965 INTERPRETATION OF CONTRACT REQUIREMENTS (APR 1984)

D.25 552.211-75 PRESERVATION, PACKAGING, AND PACKING (FEB 1996)

D.26 552.211-77 PACKING LIST (FEB 1996)

D.27 552.212-71 CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUL 2003) D.28 552.216-72 PLACEMENT OF ORDERS, Alternate I (Sep 1999) D.29 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS –COMMERCIAL ITEMS (AUG 2009) D.30 552.216-71 ECONOMIC PRICE ADJUSTMENT—STOCK AND SPECIAL ORDER PROGRAM CONTRACTS (AUG 2010) (ALTERNATE I—AUG 2010) (ALTERNATE II—AUG 2010)………………………………………………………………………………………..52

SECTION E – INSTRUCTIONS TO OFFERORS

E.1 52.212-1 INSTRUCTION TO OFFERORS—COMMERCIAL ITEMS (JUNE 2008)

E.2 Addendum to 52.212-1 - Instructions to Offerors—Commercial Items

E.3 52.215-6 PLACE OF PERFORMANCE (OCT 1997)

E.4 52.216-1 TYPE OF CONTRACT (APR 1984)

E.5 52.225-18 PLACE OF MANUFACTURE (SEP 2006)

E.6 52.225-6 TRADE AGREEMENTS CERTIFICATE (JAN 2005)

E.7 52.233‑2 SERVICE OF PROTEST (AUG 1996)

E.8 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

E.9 552.216-73 ORDERING INFORMATION (SEP 1999) (ALTERNATE I—SEP 1999)

E.10 552.217-71 NOTICE REGARDING OPTION(S) (NOV 1992)

E.11 A-FSS-12-A PERIOD FOR ACCEPTANCE OF OFFERS (MAR 1996)

E.12 A-FSS-13-B PAYMENT TERMS (SEPT 1999)

E.13 K-FSS-1 AUTHORIZED NEGOTIATORS (MAR 1998)

E.14 L-FSS-490 UNSOLICITED SAMPLES, DESCRIPTIVE LITERATURE, OR BRAND NAME REFERENCES (APR 1984)

E.15 L-FSS-59 AWARD (APR 1984)

64E.16 Pre-Proposal Conference

64E.17 TELECOPIER OR FACSIMILE SUBMISSIONS, MODIFICATIONS, OR WITHDRAWALS OF PROPOSALS

64E.18 m-fss-301-A METHOD OF AWARD (APR 1984)

E.19 552.217-70 EVALUATION OF OPTIONS (AUG 1990)

SECTION F – EVALUATION

f.1 EVALUATION - Technical f.2 ADJECTIVAL RATINGS

GSA Federal Acquisition Service

November 18, 2010 Dear Prospective Offeror:

The General Services Administration (GSA) appreciates your interest in Solicitation QMAA-T8-110001-N for Passenger Cars and Light Duty Trucks and Vans for European use. These light vehicles will be acquired in accordance with the Specifications as shown herein. This acquisition will result in an Indefinite Delivery/Indefinite Quantity, Fixed Price Type Contract with an Economic Price Adjustment. The resulting contract will consist of one (1) base year with four (4) option years.

This solicitation is being released via the Internet through the FedBizOpps site at: www.fbo.gov. In order to conduct this procurement most effectively, all notices and postings will be made at this location. Please be aware that the solicitation, questions and answers, comments, or any other information will not be disseminated in any other format. Be sure you check the web site regularly for any amendments. We suggest that you also bookmark GSA’s Automotive Acquisition Support Division’s web site as it contains information of interest associated with Automotive programs: www.gsa.gov/automotive

Offerors are encouraged to submit a complete offer. Offerors should propose their best price with their initial offer, as it is GSA’s goal to award without discussions. Note that substantially incomplete offers will be rejected.

Should you have any questions, please contact me at 703-605-5721. GSA Automotive looks forward to receiving your proposal.

Sincerely, /signed/

Laurel Weiskopf Contracting Officer Office of Acquisition Operations

SECTION A – GENERAL

A.1

ADDITIONAL INFORMATION FOR STANDARD FORM 1449:

Offerors shall submit offers to the following address:

U.S. GENERAL SERVICES ADMINISTRATION

Bid Room Solicitation No. QMAA-T8-110001-N / Laurel Weiskopf / (703) 605-5721 301 7th Street, SW Room 1065 Washington, DC 20407

Hard Copy Technical and Price Proposals are due Thursday, December 16, 2010 at 2:00 p.m. Eastern Time.

A.2

A-FSS-2-A (OCT 1988)

FSC GROUP:

PRODUCT:

Passenger Cars and Light Duty Trucks and Vans for European

NAICS:

336111

PERIOD:

Base – Date of award through December 31, 2011 Option 1 – January 1, 2012 through December 31, 2012 Option 2 – January 1, 2013 through December 31, 2013

Option 3 – January 1, 2014 through December 31, 2014 Option 4 – January 1, 2012 through December 31, 2012

A.3

CP-FSS-3 NOTICE: REQUESTS FOR EXPLANATION OR INFORMATION (MAR 1996)

Oral or written requests for explanation or information regarding this solicitation should be directed to:

U.S. GENERAL SERVICES ADMINISTRATION

ATTN: LAUREL WEISKOPF

FAS, QMAA

Crystal Plaza 4 2200 Crystal Drive, Suite 1006 Arlington, VA. 22202 Phone (703) 605-5721 or laurel.weiskopf@gsa.gov A.4

CP-FSS-4-A SOLICITATION COPIES (MAR 1996)

In order to conduct this procurement most effectively and at the lowest costs, all information – including the solicitation, solicitation amendments, and any comments – will be posted only via the Internet at: http://www.fbo.gov.

Offerors may download the solicitation and make hard copies of necessary items for submission. For their own records, offerors are responsible for downloading and making complete copies of the solicitation, the terms of which are incorporated in the contracts.

A.5

CP-FSS-20 SECURITY EXAMINATION OF HAND-DELIVERED OFFERS (JAN 1998)

Offerors are advised that an offer in response to this solicitation is subject to physical examination, x-ray, or other inspection prior to acceptance at the location designated for receipt of offers. Inspection may be conducted by Government personnel or others acting on behalf of the Government. Any offer received at the address designated for receipt of offers after the date and time specified elsewhere in this solicitation for receipt of offers shall be processed in accordance with the late offers provision of this solicitation.

For any hand delivered offer, whether delivered by the offeror or a courier service, the offeror must allow sufficient time to accommodate inspection by designated security personnel. To facilitate this security inspection, initial delivery to an alternate office shall be required prior to final delivery by the offeror to the address designated for receipt of offers. (CAUTION: Delivery to the security inspection point does not constitute timely delivery for receipt of offers.)

The office providing security inspection is located at the following address:

GSA

Security Desk

SOLICITATION NO. QMAA-T8-110001-N / Laurel Weiskopf (703) 605-5721 301 7th Street, SW Room 1065

Washington, DC. 20407 A.6

CP-FSS-6 ELECTRONIC DATA INTERCHANGE (EDI) ORERING (JAN 1994)

Offerors are advised that the Federal Supply Service is expanding use of electronic communications to exchange business documents. The Placement of Orders clause contained in this contract provides that orders may be placed using Electronic Data Interchange (EDI) procedures.

SECTION B – SCHEDULE OF ITEMS

B.1 contract line items

BASE PERIOD

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

CNG

CNG

CNG

CNG

LPG

CNG

OPTION PERIOD ONE

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

CNG

CNG

CNG

CNG

LPG

CNG

OPTION PERIOD TWO

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

CNG

CNG

CNG

CNG

LPG

CNG

OPTION PERIOD THREE

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

CNG

CNG

CNG

CNG

LPG

CNG

OPTION PERIOD FOUR

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

LPG

CNG

CNG

CNG

CNG

CNG

LPG

CNG

B.2

PRICING NOTES

Offerors are instructed to provide pricing for the Base Period and all Option Periods listed under B.1, Contract Line Items, and submit with its offer.

B.3 – STATUTORY PRICE LIMITATION

This acquisition is subject to statutory price limitations pursuant to 31 U.S.C 1343. The current statutory price limitations were established in the Consolidated Appropriations Act, 2010, Public Law 111-117, Division C, Title VII, Section 702 (December 16, 2009). The statutory price limitation is subject to change and the Contractor is required to comply with the statutory price limitations in the base year and any option year of the contract.

SECTION C – REQUIREMENTS

c.1 specifications The file attached contains the required specifications for contract line items listed under Section B. Attachment C references the minimum standards for this acquisition. Standard as used in the specifications is the minimum requirement for each Item listed. This standard highlights, in concise form, types of vehicles with standardized components and equipment for European use. A selection of coded optional additional systems and equipment is included for geographic and operational related needs.

Exceptions to the "standard" must be listed on the Technical Exceptions Worksheet. Please fill out the attachment and submit with offer.

C.2

DELIVERABLES

In addition to the vehicles purchased, the following deliverables are required:

The Contractor shall deliver via email one (1) electronic copy of each deliverable to the designated persons listed below on the date it is due in the most current Microsoft Office, Word, PowerPoint, or Project format, as appropriate, for the deliverables specified herein, whether verbally requested or not. Changes to delivery points of contact shall be issued to the Contractor by email notification. All deliverables shall be delivered no later than the date specified herein.

C.3

WEEKLY STATUS REPORTS

The Contractor shall furnish in addition to the email address: automotiveedi.partnerships@gsa.gov, the weekly status report to the Contracting Officer (CO), and the Contracting Officer Representative (COR), an electronic report covering the progress of each order placed under contract. The Contracting Officer (CO) shall provide the authorized format upon contract award.

C.4

WHEELS-OFF-GROUND DELIVERY

Where individual items are referenced to this paragraph, the delivery method used shall assure that all wheels of subject vehicles are off the ground at all times while in transit from the point of final assembly (vehicle complete as specified) to the destination indicated under the item description. (If vehicles are shipped by rail, the “wheel-off-ground delivery” delivery method is required to a geographical point not more than 96.56 kilometers from the specified under the item description.) For the purpose of complying with delivery mileage restrictions in this solicitation where so specified under the item, the road mileage between geographical points shall be as stated in “Household Goods Carriers” Bureau Mileage

Guide”, or “McNally Road Atlas”, latest issued in effect.

C.5

IDENTIFICATION OF VEHICLES

The contractor must show the applicable GSA delivery Order number on the carrier’s freight bill or other document used in the delivery of vehicles awarded f.o.b. destination under this solicitation. This information is essential to the consignee for identification purposes. Vehicles will not be accepted by the Government without this identifying number. Contractor‘s maroney label is also acceptable, if it provides all of the required data.

C.6

SHIPMENT DELAYS

If vehicles are not produced, inspected and shipped in accordance with the contract time of shipment, they are deemed late. The contractor is required to advise the Government of the delay a minimum of 30 days prior the shipment date and establish a new shipment date and offer concession to the Government to remove the vehicle(s) from default status. The concession is the monthly lease rate established by GSA Fleet for the current model year. The concession rate shall be in U.S. Currency. The lease rate may be found via www.gsa.gov. In accordance with FAR 52.212-4(f), concessions will not be required for delays that are beyond the reasonable control and without the fault or negligence of the contractor or subcontractor. None of the aforementioned shall be regarded as an extension, waiver, or abandonment of the delivery schedule or a waiver of the Government's right to terminate for cause.

C.7

AVAILABILITY OF FUNDS

The Government anticipates making an award on all items and in the quantities specified in the Schedule of Items. However, the actual quantity of vehicles to be awarded under this solicitation is estimated and subject to the availability of funds.

C.8

GUARANTEED MINIMUM QUANTITY

The minimum quantity of supplies that the Government guarantees to order during the period of this contract is quantity of one (1) unit. If at the end of the contract period (base period with four one year options to renew), and the vendor has not received an order; upon request the Government will pay the contractor the dollar amount of the lowest base pricing that was awarded under contract.

(a) Request for payment of any amount due under this clause shall be submitted, in writing, to the Contracting Officer within 30 days after the end of the contract period.

(b) The guaranteed minimum does not apply if the contract is terminated for cause or if the Contractor has not performed in accordance with the terms and conditions of the contract.

C.9

ADMINISTRATIVE FEE

The Government may implement a $150 administrative fee for each modification that is requested by the Contractor (e.g., requests and extension from the original shipment times). The Administrative Fee will be in U.S. Dollars.

C.10 CONTRACT ADMINSTRATION INFORMATION

A. POINTS OF CONTACT:

Contracting Officer:

Laurel Weiskopf

2200 Crystal Drive, Suite 1006

Arlington, VA. 22202

(703) 605-5721 or laurel.weiskopf@gsa.gov

Contract Specialist:

Blair Beander

2200 Crystal Drive, Suite 1006

Arlington, VA. 22202

(703) 605-2991 or blair.beander@gsa.gov Contracting Officer's Representative (COR):

TBD

The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery or any other terms and conditions of the contract.

B. INVOICE SUBMISSION

Invoices shall include the following information:

· Name of vendor;

· Invoice date;

· Government contract number or motor vehicle delivery order number, or other authorization for delivery of goods or services;

· Vendor invoice number, account number, and/or any other identifying number agreed to by contract;

· Description (including, for example, contract line/subline number), price, and quantity of goods and services rendered;

· Shipping and payment terms;

· Taxpayer Identifying Number (TIN);

· Banking information;

· Contact name (where practicable), title and telephone number.

Where to send an invoice (mailed)

General Services Administration

Financial Operations & Disbursement Branch (BCEB)

P.O. Box 419279

Kansas City, MO USA 64141

A copy of the invoice and Value Added Tax Form must be sent simultaneously to the Contract Specialist at:

GENERAL SERVICES ADMINISTRATION

Automotive Acquisition Support Division (QMAA)

Attn: Blair Beander 2200 Crystal Drive, Room 1006

Arlington, VA 22202 or blair.beander@gsa.gov

INVOICES WILL BE PAID ONCE THE SHIPMENT OF ALL VEHICLES ON THE MOTOR VEHICLE DELIVERY ORDER IS COMPLETE.

C.11

ADDENDUM TO THE SOLICITATION

The following attachments are included:

SECTION D – CONTRACT CLAUSES AND PROVISIONS

D.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—

(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.

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

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

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 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; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 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.

D.2 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (JUL 2010)

(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 (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

(2) 52.203-13, Contractor Code of Business Ethics and Conduct (DEC 2008)(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 (Section 1553 of Pub. L., 11-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

Whistleblower Protections Under The American Recovery And Reinvestment Act of 2009 (June 2010)

(a) The Contractor shall post notice of employees rights and remedies for whistleblower protections provided under section 1553 of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (Recovery Act).

(b) The Contractor shall include the substance of this clause, including this paragraph (b), in all subcontracts that are funded in whole or in part with Recovery Act funds.

(4) 52.204-11, American Recovery and Reinvestment Act – Reporting Requirements (MAR 2009) (Pub. L. 111-5).

(5) 52.219-3, Notice of Total HUBZone Set-Aside (JAN 1999) (15 U.S.C. 657a).

(6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JUL 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(7) [Reserved]

(8)

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

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

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

(9)

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

(ii) Alternate I (OCT 1995) of 52.219-7.

(iii) Alternate II (MAR 2004) of 52.219-7.

(10) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637 (d) (2) and (3)).

(11)

(i) 52.219-9, Small Business Subcontracting Plan (APR 2008) (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.

(12) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637 (a) (14)).

(13) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

(14)

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

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

(15) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

(16) 52.219-26, Small Disadvantaged Business Participation Program-Incentive Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

(17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (MAY 2004) (15 U.S.C. 657 f).

(18) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C. 632(a)(2)).

(19) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

(20) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (FEB 2008) (E.O. 13126).

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

(22) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(23) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

(24) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).

(25) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

(26) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201).

(27) 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.)[Delay of applicability date to September 8, 2009]

(28)

(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.