Combined_Synopsis_Solicitation_R17PS00533.pdf

Combined Synopsis/Solicitation

BUREAU OF RECLAMATION, MID-PACIFIC REGION

SACRAMENTO, CALIFORNIA

SOLICITATION # R17PS00533

COMBINED SYNOPSIS/SOLICITATION

PROPOSAL TO ADDRESS REFINEMENTS FOR THE TRINITY RIVER RESTORATION

PROGRAM

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with FAR part 13 and additional information included in this notice. The Bureau of Reclamation intends to award a Firm-Fixed Price Contract in response to this solicitation. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. This requirement is being set aside 100% for Small Business.

GENERAL INFORMATION

RFQ Number: R17PS00533

Request for Quotation (RFQ) Request for Proposal (RFP) Invitation for Bid (IFB)

North American Industry Classification Code (NAICS): 541611 Size Standard: $15 Million

Set-aside 100% for Small Business

Proposals are due April 3, 2017 at 4:00 pm PDT to npigeon@usbr.gov

CLIN

# DESCRIPTION QTY Unit of

Issue Total Price

00010

Task 1 & 2 – Review documents and reports as stated in PWS to become familiar with TRRP.

Deliverable: Submit document summarizing program goals and objectives based on review of documents in Task 1 and 2.

1 Job

00020

Task 3 – Perform approximately 25 face-to-face or by phone interviews with program staff, partners and stakeholders to gain an understanding of known program obstacles.

Deliverable: Submit document summarizing interview responses, shielding identity of respondents. Include a list of questions asked.

00030

Task 4 – Determine specific actionable recommendations by summarizing the strengths and weaknesses of the entire organizational structure.

Deliverable: Submit document

PROPOSAL PRICING SCHEDULE

mailto:npigeon@usbr.gov summarizing the strengths and weaknesses of the program and processes based on the documents reviewed and interviews performed.

00040

Task 5 - Present the strengths and weaknesses document to the Coordination Team and work with them to facilitate interaction and suggestions on potential solutions to improve TRRP implementation of the ROD and other regulatory documents.

Deliverables:

a. Prepare a draft report summarizing specific actionable recommendations for submittal to the TMC.

b. Prepare a power point presentation summarizing suggested items to the TMC and TAMWG for their feedback.

00050 Task 6 - Submit, present, and discuss, for comment the revised draft report, from Task 5, to the TMC, TAMWG and Reclamation. Facilitate discussion amongst all parties to reach a consensus on actionable items from the draft report.

Deliverable: Prepare a final report incorporating the consensus agreements from Task 6 for consideration and implementation by Reclamation, program partners and stakeholders.

0060 Task 7 - Remain available for a period of one year after final report has been submitted to assist the TMC, TAMWG and coordination group with oversight and implementation of recommendations. Task would include quarterly status reviews and one annual meetings with the TRRP (December 2018) to review implementation and recommend adjustments if needed.

Proposals shall be valid for 60 days from the offer due date.

Offeror’s Business Information:

Business Name: _________________________________________________________

Authorized Agent’s Signature/Date: __________________________________________

DUNS Number/Cage Code: ________________________________________________

Business Size (select one): Large Small

Please see further instructions for quote submission under Provision 52.212-1 on page 39 of this document.

Documents necessary for quote submission are as follows:

1. Detailed technical proposal detailing how tasks will be accomplished.

2. Completed and signed Proposal Pricing Schedule, Page 2 through 4 of this document

3. Cost breakdown sheets – separate and breakdown labor and other costs. Offerors to submit proposals that detail the hours and assumptions projected to meet the PWS objective.

4. Completed provision 52.212-3, Offeror’s Representations and Certifications NOTE: The offeror shall complete only paragraphs (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) Web site located at http://www.sam.gov/portal. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (u) of this provision.

5. Completed FAR 52.209-5 Certification Regarding Responsibility Matters.

Attachments:

1. Performance Work Statement (PWS)/Quality Assurance Surveillance Plan (QASP)

2. Evaluation Plan

3. Contract Clauses and Provisions

Attachment 1

Performance Work Statement Trinity River Restoration Program Review and Refinement

March 1, 2017

1.0 Background

1.1 Introduction

The December 19, 2000 Record of Decision (ROD) for the Trinity River Mainstem Fishery Restoration Environmental Impact Statement/Impact Report (EIS/EIR) directed the Department of Interior to undertake an innovative and system-oriented approach to recovering the River’s anadromous fish populations. The Trinity River Restoration Program (TRRP) was established to restore the attributes found in natural alluvial river systems on a managed river downstream of a dam. A combination of mechanical rehabilitation, sediment management, a naturalized flow release schedule, and adaptive environmental assessment and management (AEAM) will be used to reverse the impacts caused by decades of flow diversion on one of California’s most significant rivers. In addition to recovery of naturally-spawning anadromous fish populations in the Trinity River, the TRRP also presents a unique opportunity to advance scientific understanding of managed river systems and the recovery processes of natural systems for broader application.

The TRRP performs work in several different fields, some of those areas include: meeting water temperature objectives; implementation of ROD flow regimes including science based adaptive management revisions to improve riparian establishment; completing mandated infrastructure improvements to accommodate increased flows; producing habitat gains at specific restoration sites; and development of new restoration techniques and strategies not envisioned in the ROD. While the TRRP has met some of the essential program goals, responsibilities, and processes, the program has had challenges, particularly the adaptive management component of the program. For example, an integrated analysis across multiple disciplines evaluating program success, which feeds back into management decisions, is needed. Several reviews of the TRRP have been conducted over the past 11 years (Trinity Management Council (TMC) Subcommittee 2004, CDR Associates 2008, Department of Interior (DOI) 2009, Science Advisory Board 2014), which have identified successes, but also shortcomings of the program like a clearly defined adaptive management framework. In response, the Trinity Management Council implemented an organizational and functional refinement in 2009 (DOI 2009), but many of the core issues remain.

The Trinity River Flow Evaluation (TRFE) describes the geomorphic environment and processes of a healthy alluvial river. These attributes provide a foundation for understanding the dynamic equilibrium of the river and developing recommendations to meet restoration objectives, and remain valuable for evaluating potential strategies for improving the fishery within the mainstem Trinity River

1.2 Contractor Requirements

The adaptive management service contractor should have substantial experience in managing ecosystem restoration programs, have appropriate autonomy from DOI and program partners, have adequate time and resources, have ability to get assistance from other topical experts, and have experience with tribal concerns.

2.0 Scope

An adaptive management consulting service will review the goals and mandates of the TRFE and ROD, identify refinements to the TRRP management and functions that will better serve those goals and mandates, and assist the DOI in implementing refinements.

A Coordination Team made up of program partners (state, federal and tribal) would assist in facilitating the efforts of the adaptive management consultant, including gathering information, answering questions, logistics, and coordinating with their responsible agency/stakeholder managers.

3.0 Type of Contract

The government will award a Firm Fixed Priced (FFP).

4.0 Period of Performance

June 1, 2017 – May 31, 2019 (This is an Option Year contract) Base Year: June 1, 2017 – May 31, 2018 Option Year 1: June 1, 2018 – May 31, 2019

*See task 7.0 for specific schedule of deliverables.

5.0 ADMINISTRATIVE INFORMATION

5.1 RECOGNIZED HOLIDAYS:

New Year’s Day Labor Day Martin Luther King Jr.’s Birthday Columbus Day President’s Day Veteran’s Day Memorial Day Thanksgiving Day Independence Day Christmas Day

5.2 Hours of Operations

The contractor is responsible for conducting business, between the hours of 8:00am – 5:00pm, Monday thru Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. For other than firm fixed price contracts, the contractor will not be reimbursed when the government facility is closed for the above reasons. The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

5.3 Place of Performance

The work to be performed under this contract will be performed at both the contractor’s facilities and at various meeting locations throughout the period of performance.

5.4 Security

The contractor may need to provide identification in order to gain entry to certain federal buildings.

6.0 Tasks

Task 1. Review the Trinity River Flow Evaluation Study (USFWS and HVT 1999), Trinity River Restoration Record of Decision (DOI 2000), Native American Policy (USFWS 1994), intended organizational structure and process of the Trinity River Restoration Program as described in Appendix C of USFWS et. al (2000), and Executive Order 13175 and Secretarial Order 3335.

Task 2. Review previous situation reports, Phase 1 Program review, and stakeholder recommendations, and then summarize priority TRFE and ROD implementation successes and shortcomings (largely drawing from TMC Subcommittee 2004, CDR Associates 2008, DOI 2009, Science Advisory Board 2014, Trinity Adaptive Management Work Group (TAMWG) recommendations, TMC’s 52 issues, etc.).

Deliverable for Task 1-2. Submit document summarizing program goals and objectives based on review of documents in Task 1 and 2.

Task 3. Perform approximately 25 face-to-face or by phone interviews with program staff, partners and stakeholders from the TMC and other affiliated groups, to gain an understanding of known program obstacles. This includes 2 individuals from the Department of Water Resources, 2 from Trinity County, 2 from the Hoopa Valley Tribe, 2 from the Yurok Tribe, 2 from the Forest Service, 2 from the National Marine Fisheries Services, 2 from the Fish and Wildlife Service, 2 members of the TAMWG and eleven employees from Reclamation staff.

Deliverable for Task 3. Submit document summarizing interview responses, shielding the identity of respondents. Include a list of questions asked.

Task 4. Determine specific actionable recommendations by summarizing the strengths and weaknesses of the entire organizational structure, including roles and responsibilities, administrative/technical work flow, planning, and decision making processes and products. Also consider similar restoration programs in the United States (e.g., Platte River, San Joaquin River, Colorado River, and others as appropriate), while comparing their potential application to the Trinity River

Deliverable for Task 4. Submit document summarizing the strengths and weaknesses of the program and processes based on the documents reviewed and interviews performed.

Task 5. Present the strengths and weaknesses document to the Coordination Team and facilitate interaction and suggestions on potential solutions to improve TRRP implementation of the ROD and other regulatory documents.

Deliverables for Task 5.

a) Prepare a draft report summarizing specific actionable recommendations for submittal to the TMC and TAMWG. The revised draft report may include recommendations for improvements to the TRRP’s organizational structure, science and decision-making processes, strategic planning and budgeting processes, information flow processes, performance and other actions needed to achieve the goals of the TRFE and ROD. The revised draft report must also ensure consistency with the ROD and Public Law 102-575 section 3406(b)(23).

• Report should follow the below format:

Single spaced 12 pt. font Pages numbered in the center of the footer 1” Margins all around Black font Indent the first sentence of every paragraph References sited within the body of the report

• Report should include the following pages/sections:

Title Page (Inclusive of report title, date, contractor name and logo) Table of Contents with associated page numbers Content of the Report (Introduction, Body, Conclusion) Reference Page

b) Prepare a Power Point presentation summarizing the specific actionable recommendations to be used in briefing the TMC, TAMWG and TRRP in Task 6.

Task 6. Present Power Point presentation from Task 5 to the TMC, TAMWG and TRRP. After the presentation, the TMC, TAMWG, and TRRP will have 2 hours to ask questions and provide feedback, after which time the TMC, TAMWG, and TRRP will then have 2 weeks to email the COR or designated official any outstanding comments or concerns for consideration of inclusion in the final report. The COR will provide the contractor with comments or concerns within 2 weeks of receipt from TMC, TAMWG and TRRP.

Deliverable for Task 6. Prepare a final report, addressing the comments or concerns from Task 6, for consideration and implementation by Reclamation, program partners and stakeholders. Final Report shall be in the format specified in Task 5.

Task 7. Remain available for a period of one year after final report has been submitted to assist the TMC, TAMWG and coordination group with oversight and implementation of recommendations. Task would include quarterly status reviews and one annual meeting with the TRRP (December 2018) to review implementation and recommend adjustments if needed.

7.0 Schedule

Task Deliverable Date 1-2 Summarize Program Goals and Objectives Due approximately 2 months after award 3 Summary of Interview Responses Due approximately 4 months after award 4 Strengths and Weaknesses Summary Due approximately 6 months after award 5 Actionable Items Report Due approximately 8 months after award 5 Summary Power Point Presentation Due approximately 8 months after award 6 Draft Report Due approximately 10 months after award 7 Final Report Due approximately 1 year after award

8.0 Government-Furnished Property

No government services or property will be provided as part of this contract

9.0 Performance Assessment and Disincentives

(a) Monitoring Performance. During the course of the evaluation period, the Contracting Officer’s

Representative (COR) will track Contractor performance. Interim (mid-term) evaluations may be provided to identify strengths and weaknesses in the Contractor's performance during the period being evaluated. At the end of the period, the COR will assess the Contractor's performance in accordance with the Quality Assurance Surveillance Plan (QASP) and report to the Contracting Officer.

(b) Contractor Self-Assessment. Following each evaluation period, the Contractor may provide a written self-assessment of its performance to the COR to be considered in its report to the Contracting Officer. The self-assessment shall be submitted not later than 5 working days after the end of each evaluation period. The self-evaluation shall not exceed 1 page per PRS element. The self-assessment shall address both the strengths and weaknesses of the Contractor's performance during the evaluation period. Where deficiencies in performance are noted, the Contractor shall describe the actions planned or taken to correct such deficiencies and avoid their recurrence. The self-assessment itself will NOT be the basis for the Disincentives determination.

(c) COR Recommendation. The COR will consider all evaluations and any other pertinent information, including Contractor self-assessment, and will prepare a report to the Contracting Officer with findings and recommendations. The Contractor will be provided a copy of the draft findings and recommendations of the COR and will be afforded the opportunity to identify factual errors. The COR's draft recommendation is not subject to negotiation and the COR will not engage in discussions with the Contractor. Any errors identified by the Contractor will be addressed by the COR in its final report. The Contractor will be provided a copy of the final COR report at the same time the report is submitted to the Contracting Officer.

(d) Payment Determination. The Contracting Officer may meet with the COR to discuss the COR's report. The Contracting Officer will make a final determination in writing as to the percentage of work successfully completed, and the resulting payment to be made. A copy of the determination will be provided to the Contractor no later than 45 calendar days after the end of the period being evaluated. All Contracting Officer decisions regarding Disincentives are unilateral decisions made solely at the discretion of the Government.

(e) Deduction. Notwithstanding any other clause of this contract, deduction of the Disincentive will be made within the later of 60 days after the end of the evaluation period or 30 days after receipt of an approved invoice.

(f) The Quality Assurance Surveillance Plan is one evaluation method the government uses to surveillance performance to determine whether the Contractor meets the standards of performance as defined in the PWS. The absence of a QASP for any contract requirement, however, shall not detract from its enforceability or limit the rights or remedies of the government under any other provision of the contract in determining the quality of the Contractor performance.

PERFORMANCE REQUIREMENTS SUMMARY AND

QUALITY ASSURANCE SURVIELLANCE PLAN (QASP)

Required Services/ Deliverables

Acceptable Quality Level Performance Standard

Method of Review

Task 1 through 2- Summarize Program Goals and Objectives

Deliverable of perceived program goals and objectives based on the information reviewed

Adherence to negotiated schedule.

Schedule Tracking by

COR

Task 3 – Summary of Interview Responses

Deliverable should include a list of questions asked and non-specific summary of responses received

Adherence to negotiated schedule.

Schedule Tracking by

COR

Task 4 – Strengths and Weaknesses Summary

Deliverable should be an informal document depicting the program strengths and weaknesses based on the knowledge gained from previous 3 tasks

Adherence to negotiated schedule.

Schedule Tracking by

COR

Task 5- Actionable Items Report and Power

Point Presentation

Deliverable will be judged by ability to effectively manage time and substance at meetings and engage participants

Adherence to negotiated schedule.

Schedule Tracking

Task 6- Draft Report

Compilation of all information gathered thus far and input into an easy to follow organized formal document

Adherence to negotiated schedule.

Schedule Tracking by

COR

Task 7-Final Report Similar to the above document but inclusive of all final comments

Adherence to negotiated schedule.

Schedule Tracking

REFERENCES:

CDR Associates. 2008. Trinity River Restoration Program Situation Assessment.

Trinity Management Council (TMC) Subcommittee. 2004. Trinity River Restoration Program Evaluation Subcommittee Final Report.

Trinity River Science Advisory Board (SAB). 2014. Review of the Trinity River Restoration Program following Phase 1, with emphasis on the Program’s channel rehabilitation strategy, Prepared for the Trinity River Restoration Program, Weaverville, CA April 2014.

U. S. Department of the Interior (DOI). 2000. Record of Decision. Trinity River Mainstem Fishery Restoration Final Environmental Impact Statement/Environmental Impact Report. December 2000. 43pp

U. S. Department of the Interior (DOI), State of Wyoming, State of Nebraska, State of Colorado.

Adaptive Management Plan. Attachment 3 in the Final Platte River Recovery Implementation Program.253 pp.

U. S. Department of the Interior (DOI). 2009. Description of Organization and Functional Refinements, Trinity River Restoration Program. Developed by the U.S. Fish and Wildlife Service and the Bureau of Reclamation.

U.S. Fish and Wildlife Service (USFWS). 1994. The Native American Policy of the U.S. Fish and Wildlife Service.

U.S. Fish and Wildlife Service (USFWS) and Hoopa Valley Tribe (HVT). 1999. Trinity River Flow Evaluation Final Report, report to the Secretary of Interior.

U.S. Fish and Wildlife Service (USFWS), U.S. Bureau of Reclamation (USBR), Hoopa Valley Tribe (HVT), and Trinity County. 2000. Trinity River Mainstem Fishery Restoration Environmental Impact Statement/Environmental Impact Report.

Attachment 2

EVALUATION PLAN

Trinity River Restoration Program Refinements Requisition No. 40320628 Solicitation: R17PS00533

1. The proposed contract will be awarded using an informal best value tradeoff process, similar to what is described in FAR 15.101-1, however the process will be less formal as allowed by FAR 13.106-2(b).

2. The factors that will be evaluated for award are:

Factor Name A Past Experience B Key Personnel C Proposed Technical Approach D Price

Factors A - C are the “technical factors,” and are listed in descending order of importance. Price is significantly less important than all other factors combined.

A. Past Experience: Work of similar size, scope, complexity and nature under oversight of multiple federal, state and local governments is demonstrated in readily available public documents.

B. Key Personnel: Experience with adaptive management programs and managing ecosystem restoration programs, have appropriate directive and autonomy from DOI, have adequate time and resources, have the ability to get assistance from other topical experts and have experience with tribal co-management.

C. Proposed Technical Approach: Have a clear and easy to follow path forward to accomplish the goals set forth in the PWS.

3. The evaluator shall provide one of the following grades for each of the factors.

Grade Final Definition Definition Prior to Discussions A Superior Comprehensive, in-depth, clear and uniformly outstanding in quality. Consistently high quality performance can be expected. The proposal demonstrates an exceptional understanding of goals and objectives of the acquisition.

One or more major strengths exist. No significant weaknesses exist.

B Exceeds requirement Exceeds minimum requirements and is of high quality.

Proposal demonstrates a good understanding of goals and objectives of the acquisition. Satisfactory performance can be expected.

C Acceptable Meets requirements – proposal is acceptable as written D Unacceptable Does not meet requirements, but can be improved with a complete rework of the proposal F Completely unacceptable Does not meet requirements, and cannot be improved without a complete rework of the proposal

4. The specific evaluation criteria for each non-price factor above are shown below. For each factor the evaluators will provide a group consensus grade and text supporting that grade. The text supporting the grade will make reference to specific portions of the offeror's proposal (or mention that information is lacking from the proposal) and will flow from the evaluation criteria.

Offeror Evaluation Criteria Grade and Text Supporting Grade

Factor 1 – Past Experience

Qualifications of personnel are described in detail related to specific work requirements in the performance work statement. The proposal indicates the contractor and its personnel have experience in performing work similar in size, scope, complexity, and nature to what is proposed for this task order. The work is similar in technical nature. Resumes and CVs were provided and experience documented. The age and relevance of past performance information, the completeness of the information provided and the contractor’s overall work record will be considered.

Factor 2 – Key Personnel

The proposal indicates the key personnel assigned have the appropriate education, knowledge, expertise, and experience to accomplish this project. The proposal identifies key personnel have appropriate abilities related to:

Project management: Method for coordination among multiple stakeholders and cooperating agencies is described.

Project controls: Roles and responsibilities of personnel are provided in detail. Schedule of meetings, budget updates, and reporting are described.

Product quality: Document development and review timelines are described.

Factor 3 – Technical Approach

The technical approach proposed by the offeror is sound, feasible, likely to be performed in a timely manner, and shows an understanding of the requirement for each work requirement as described in the performance work statement.

Factor 4 – Price

Attachment 3 Contract Clauses and Provisions

TABLE OF CONTENTS

COMMERCIAL CLAUSES PAGE

1 FAR 52.252-2 Clauses Incorporated by Reference 18 2 FAR 52.212-4 Contract Terms and Conditions--Commercial Items 18 3 FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders--Commercial Items

4 1452.201-70 Authorities and Delegations 29 5 DIAPR 2010-14 Contractor Performance Assessment Reporting System (CPARS) 30 6 DOI-AAAP-0028 – Electronic Invoicing and Payment Requirements – Invoice

Processing Platform

7 WBR 1452.223-82 Protecting Federal Employees and the Public from Exposure to Tobacco Smoke in the Federal Workplace – Bureau of Reclamation

8 WBR 1452.237-80 Security Requirements--Bureau of Reclamation 33

SOLICITATION PROVISIONS

1 FAR 52.252-1 Solicitation Provisions Incorporated by Reference 36 2 FAR 52.209-5 Certification Regarding Responsibility Matters 37 3 FAR 52.212-1 Instructions to Offerors – Commercial Items 39 4 FAR 52.212-2 Evaluation – Commercial Items 43 5 FAR 52.212-3 Offeror Representations And Certifications -- Commercial Items 43 6 FAR 52.216-1 Type of Contract 64 7 FAR 52.233-2 Service of Protest 64 8 1452.215-71 Use And Disclosure Of Proposal Information—Department Of

Interior

9 WBR 1452.211-80 Notice Of Intent To Acquire Metric Products And Services – Bureau Of Reclamation

10 WBR 1452.225-82 World Trade Organization Government Procurement Agreement Evaluations – Bureau Of Reclamation

COMMERCIAL CLAUSES

1 FAR 52.252-2 CLAUSES INCORPORATED BY

REFERENCE FEB 1998

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/ http://farsite.hill.af.mil/

Clauses Title Date 52.203-12 Limitation on Payments to Influence Certain Federal Transactions OCT 2010 52.203-17 Contractor Employee Whistleblower Rights and Requirement to

Inform Employee of Whistleblower Rights

APR 2014

52.203-99 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements (Deviation 2015-2)

MAR 2015

52.204-13 System for Award Management Maintenance JUL 2013 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.209-6 Updates of Publicly Available Information Regarding

Responsibility Matters

JUL 2013

52.222-54 Employment Eligibility Verification AUG 2013 52.223-6 Drug-Free Workplace MAY 2001 52.232-7 Payments Under Time and Materials and Labor Hour Contracts AUG 2012 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business Subcontractors DEC 2013 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 52.246-6 Inspection – Time and Materials and Labor Hour Contracts MAY 2001

2 FAR 52.212-

CONTRACT TERMS AND CONDITIONS--

COMMERCIAL ITEMS MAY 2015

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. 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.

(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 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

destination.

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

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

The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(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 Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

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

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

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the 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 FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this 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 Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.

1341), the following shall govern:

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

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

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

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

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) https://www.acquisition.gov/

3 FAR 52.212-5

CONTRACT TERMS AND CONDITIONS

REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS --

COMMERCIAL ITEMS

NOV 2016

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

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

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

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 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:

[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 (Oct 2015) (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 (Oct 2016) (Pub. L. 109-

282) (31 U.S.C. 6101 note).

[_] (5) [Reserved].

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

[_] (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L.

111-117, section 743 of Div. C).

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

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

[_] (10) [Reserved].

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

[_](ii) Alternate I (Nov 2011) of 52.219-3.

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

[_] (ii) Alternate I (Jan 2011) of 52.219-4.

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

[_] (ii) Alternate I (Nov 2011).

[_] (iii) Alternate II (Nov 2011).

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

[_] (ii) Alternate I (Oct 1995) of 52.219-7.

[_](iii) Alternate II (Mar 2004) of 52.219-7.

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

[_] (17)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2017) (15 U.S.C. 637(d)(4)).

[_] (ii) Alternate I (NOV 2016) of 52.219-9.

[_] (iii) Alternate II (NOV 2016) of 52.219-9.

[_](iv) Alternate III (NOV 2016) of 52.219-9.

[_](iv) Alternate IV (JAN 2017) of 52.219-9.

[_] (18)…