Clauses.pdf

COMBINED SYNOPSIS/SOLICITATION LANGUAGE FOR FEDBIZOPPS POSTING

This is a combined synopsis/solicitation issued by the Bureau of the Fiscal Service, on behalf of the Election Assistance Commission (EAC) for Hotel and Conference Services for EAC’s Standards Board Meeting described in the Statement of Work (SOW). This notice has been prepared in accordance with the format in FAR 12.6, as supplemented with additional information included in this notice.

This announcement constitutes the only solicitation; proposals are being requested as described in “52.212-1 Instructions to Offerors” and a hard-copy written solicitation will not be issued. The solicitation is being issued as a Request for Proposal (RFP). The solicitation document and incorporated clauses and provisions are those in effect through Federal Acquisition Circular 2005-82.

This RFP is being issued on an unrestricted basis to the open market, under NAICS 721110 Hotels (except casino hotels) and Motels that has a United States Small Business Administration size standard of $32,500,000.00 in annual revenue.

This RFP consists of Go/No-Go Requirements as well as Other Technical and Price Factors. Offerors shall submit a proposal in accordance with the requirements set forth in “52.212-1 Instructions to Offerors” and the addendum thereto. It is anticipated that a single fixed price purchase order will be awarded as a result of this solicitation.

Questions received on or before 2:00 pm, EST, Thursday, February 28, 2019 at purchasing@fiscal.treasury.gov, with the subject line of "Questions for EAC-19-0001, Attn:

BGUINN/EDG" will be answered. Questions received after the deadline may not be answered. Any questions and/or comments received are not considered proprietary and will not be protected by the Government. Offerors are prohibited from communicating directly with EAC personnel about this procurement action.

Responsive proposals received on or before 2:00 pm EST, Tuesday, March 5, 209 at purchasing@fiscal.treasury.gov with the subject line of "Proposal for EAC-19-0001.

Interested Offerors may register at http://www.fedbizopps.gov to receive notifications along with any amendments that are issued, which will be available for downloading. Please note that FedBizOpps provides notification of services as a convenience and does not guarantee that notifications will be received by all persons on the mailing list. Therefore, we recommend that interested Offerors monitor the FedBizOpps site for all information relevant to desired acquisitions.

TABLE OF CONTEXTS

STATEMENT OF WORK (SOW)………………………………………..…………….….…...…Pages 1 - 6

CLAUSES & DTARS…………………………………………………..………………….……….Pages 7 - 17

SOLICITATION PROVISIONS, NOTICES AND PROHIBITIONS …..………..…………….. Page 18

INSTRUCTIONS TO OFFERORS …………………………………………………….………... Pages 18 - 20

AWARD DETERMINATION/EVALUATION CRITERIA …………………..………………… Pages 20 - 21

REPRESENTATIONS AND CERTIFICATIONS …………………………………………….… Pages 21 - 34

RFP-EAC-19-0001

STATEMENT OF WORK

2019 EAC STANDARDS BOARD MEETING

1.0 OVERVIEW/BACKGROUND

The U.S. Election Assistance Commission (EAC) is a small independent federal agency established by the Help America Vote Act (HAVA) of 2002. Information about the agency can be found at www.eac.gov. Since its inception, EAC has awarded over $3.1 billion in Federal assistance to States to replace punch card voting systems and to assist with the administration of Federal elections. Pursuant to 42 USC 15345(a)(2)(A), the Standards Board and Advisory Board shall hold a meeting annually for purposes of reviewing the voluntary voting system guidelines, and guidance and best practices in HAVA. EAC staff and Standards Board will visit the Shelby County Election Commission, and the National Civil Rights Museum in Memphis, TN, therefore will need a facility to lodge attendees and hold a meeting near the Elections Commission and Museum.

2.0 SCOPE OF WORK

EAC has a requirement for a Contractor to provide conference facilities, shuttle services, lodging and food services near the Shelby County Election Commission (150 Washington Avenue, Suite 205, Memphis, TN 38103) and the National Civil Rights Museum (450 Mulberry Street, Memphis, TN 38103) to accommodate approximately 120 attendees. In addition, the Contractor shall provide audio visual, office equipment and internet support.

3.0 GOVERNMENT TERMS & DEFINITIONS

Per Diem Rate – Lodging, Meals & Incidental Expenses as established by the General Services Administration.

4.0 PLACE OF PERFORMANCE

The Contractor shall provide the facility and fulfill the requirements at their location.

5.0 PERIOD OF PERFORMANCE

The period of performance shall be April 9-13, 2019.

April 09 – 85 rooms April 10 – 120 rooms April 11 – 120 rooms April 12 – 85 rooms Standards Board will be April 11-12.

Site Visits will be April 10.

6.0 ACQUISITION TYPE

The Government intends on awarding firm-fixed priced purchase order.

7.0 REQUIREMENTS

The Contractor shall furnish all facilities, materials, equipment and services necessary to fulfill the requirements of this SOW, except for the EAC furnished information specified in 9.0.

7.1. Planning Meetings and Administrative Service Requirements

7.1.1 The Contractor and the Government shall conduct two (2) joint conference calls that last sixty (60) minutes per call within 30 days prior to event schedule date. The purpose of these conference calls is for introductions, reviewing the scope of work and the governance procedures and requirements.

7.1.2 Event Manager. The Contractor shall assign an individual and one alternate to serve as an Event Manager for ensuring the requirements are successfully met. This person shall be the single point of contact for the Contracting Officer Representatives (COR) and Contracting Officer (CO).

a. The name of the Event Manager, and the name of any alternate who shall act for the Contractor in the absence of the Event Manager, shall be provided to EAC.

During any absence of the Event Manager, only one alternate shall have full authority to act for the Contractor on all matters related to services provided.

b. The Event Manager or alternate shall be available to assist the COR for the duration of the event and to resolve any issues that may arise.

7.1.3 The Contractor shall have adequate staff at front desk during check-in/registration to ensure attendees are promptly serviced.

7.2 HOTEL AND LODGING REQUIREMENTS

7.2.1 Hotel facility within a 2-mile radius of the Shelby County Election Commission,150 Washington Avenue, Suite 205, Memphis, TN 38103 and National Civil Rights Museum 450 Mulberry Street, Memphis, TN 38103) is preferred. Hotel facility greater than 2 miles, but less than 5 miles, will be considered if a closer venue is not available.

7.2.2 The Contractor shall be compliant with the American Disabilities Act as defined by law.

7.2.3 The Contractor’s Hotel Facility shall be FEMA approved and be identified on the Hotel-

Motel National Master List. http://apps.usfa.fema.gov/hotel/

7.2.4 Event block a minimum of 120 sleeping rooms are required. The Contractor shall reserve this block of sleeping rooms designated “2019 EAC Standards Board Meeting.”

The room numbers blocked shall be provided to the designated government representatives. The Contracting Officer Representative (COR) will determine eligibility prior to check-in by hotel representative.

7.2.5 EAC will only pay for rooms used by members who have had rooms reserved by under

“2019 EAC Standards Board Meeting” block. The Contractor shall block all rooms from incidental expenses such as room service, telephone calls, movie and game rentals, restaurant invoices, etc. if the government representative does not have a credit card to cover incidentals.

7.2.6 Changes to the final number of rooms contracted may be made up to three days prior to the event start date.

7.2.7 Late checkout shall be provided for members attending the event. If late checkout is not available, Contractor shall provide a lockable storage room for stowage of attendee baggage.

7.2.8 Onsite parking is required. Parking shall be provided for event attendees.

7.2.9 The federal government is tax exempt. Hotel shall honor the government per diem rate for participants desiring to arrive up to 2 days early or depart 2 days later, subject to hotel room availability.

7.2.10 The designated Contracting Officer Representative (COR) can definitize the sleeping rooms and meals within the not-to-exceed limits of the purchase order.

http://apps.usfa.fema.gov/hotel/

7.2.11 The facility shall be clean free from dirt, marks or stains, no reported bed bugs in the Bedbug Registry within the last 2 years. The Contractor shall have a favorable customer service rating.

Special Note: The purchase order will not pay for amenities charged to the room such as phone service, spa, room service, or any other chargeable service or product. Nor, will EAC be responsible for lodging and meals other than dates specified in Section 5.0.

7.3 STANDARDS BOARD MEETING SPACE REQUIREMENTS

7.3.1 The Contractor shall provide one (1) room from 6:00am on April 7, 2019 to 6:00pm thru April 13, 2019 to be used by the EAC Program staff as an office/staging area, to prepare and store supplies and to support the event. The room shall be within close proximity to the general session room. The room should have a lockable entrance of which keys will be issued to members of the Staff to access the room when required.

7.3.2 The Contractor shall provide the following spaces on April 11, 2019:

a. a large general session room to accommodate 120 attendees set in classroom configuration from 6 am – 6 pm,

b. one (1) large room to accommodate 130 attendees set in banquet style

(12-15 rounds) for breakfast from 7 am – 9 am

c. five (5) smaller breakout rooms to accommodate 25 attendees hollow square configuration (1 evening and 1 day; 6am-7pm or 5-7pm and 6am- 5pm).

d. one (1) large room to accommodate 130 attendees set in banquet style (12-15 rounds) for a working lunch from 12 pm – 1:30 pm, and

e. a receptions space from 6 am – 7 pm.

7.3.3 The Contractor shall provide the following spaces on April 12, 2019:

a. a large general session room to accommodate 120 attendees set in classroom configuration from 7 am – 1 pm,

b. one (1) large room to accommodate 130 attendees set in banquet style (12-15 rounds) for breakfast from 7 am – 9 am, and

c. a reception space from 7 am – 1 pm.

7.3.4 The Contractor shall provide access to the facility business center for the duration of event to utilize office equipment.

7.3.5 All conference rooms/meeting spaces shall be indoors. No temporary tents.

7.3.6 The Contractor shall provide access to WiFi throughout conference times and areas.

7.4 STANDARDS BOARD AUDIO/VISUAL EQUIPMENT AND SERVICE REQUIREMENTS

7.4.1 The Contractor shall provide and setup equipment as follows on April 11, 2019 by 6 am and have Information Technology staff available for onsite assistance, as needed until 7 pm:

a. Large General Session Room:

i. shall be equipped with a riser with a panel setup of seven (7), one (1) podium, two (2) LCD projectors, six (6) 80-inch projector, (2) two 55 inch projectors (2) wireless microphones (2 wireless handheld), 62 table gooseneck microphones, (4) 12 inch powered loud speakers, (1) channel box, (1) mixer, extension cords, connector cords, power strips, microphone floor stand, powered speakers w/floor stand, wireless mouse, and one (1) cart.

ii. shall be able to provide real-time closed captioning to accommodate persons that are visually or hearing impaired

b. One (1) large room used for working lunch

i. shall be equipped with a one (1) podium, (2) LCD projector, (2) 80 inches projector screens, (1) channel box, (2) table gooseneck microphone, (2) 12 inch powered loud speakers, (2) wireless microphones, (1) mixer, extension cord, connector cords, power strips, wireless mouse, and (1) cart

7.4.2 The Contractor shall provide and setup equipment as follows on April 12, 2019 by 6 am and have Information Technology staff available for onsite assistance, as needed until 1 pm:

a. Large General Session Room:

i. shall be equipped with a riser with a panel setup of seven (7), one (1) podium, two (2) LCD projectors, six (6) 80 inch projector, (2) two 45 inch projectors (2) wireless microphones (2 wireless handheld), 62 table gooseneck microphones, (4) 12 inch powered loud speakers, (1) channel box, (1) mixer, extension cords, connector cords, power strips, microphone floor stand, powered speakers w/floor stand, wireless mouse, and one (1) cart.

7.4.3 EAC shall be permitted to bring and setup its own laptop computers with Microsoft

PowerPoint applications and printers to be used in conjunction with Contractor Provided equipment in the conference room and breakout rooms.

7.4.4 EAC shall be permitted to connect its equipment to the Contractor’s electrical outlets and facilities with no additional costs to the government for use of Contractor’s electrical service.

7.5 STANDARDS BOARD CATERING SERVICE AND FOOD AND BEVERAGE REQUIREMENTS

The Contractor shall provide catering services for the estimated 130 attendees that entails:

7.5.1 Providing beverages (coffee, water, tea, etc) from 7 am – 7 pm on April 11 and from 7 am – 1 pm on April 12 in all meeting spaces. No individual bottles.

7.5.2 Providing the following meals within the government’s per diem rate for the locality:

a. April 10, 2019

i. A grab-n-go continental breakfast from 6:30am-7:45am that includes pastries, fruit and a protein

b. April 11, 2019:

i. A continental breakfast available from 7 am to 8:30 am that includes a protein, fruit, and pastries,

ii. AM break/refreshment with snacks such as fruit, cookies, pastries, granola, etc. available from 9:30 am – 10:30 am,

iii. Lunch, available from 12 pm – 1:30 pm shall be a hot meal, buffet or plated service, that includes at least two entrees, vegetables, starch, dessert and beverages to include non-carbonated. Vegetarian and gluten free options are required. Contractor shall have ample amount of food and beverage to accommodate the total agreed upon attendees.

iv. PM break/refreshment with snacks such as fruit, cookies, pastries, granola, etc available from 2:30 pm – 3:30 pm.

c. April 12, 2019:

i. a continental breakfast from 7am to 8:30 am that includes a protein, fruit, and pastries, and

ii. AM break/refreshment with snacks such as fruit, cookies, pastries, granola, etc. available from 9:30 am – 10:30 am.

7.5.3 Meal service can be via a voucher system used within the contractor’s facility.

7.5.4 The Contractor shall be responsible for all clean up relating to the meal to include washing, drying, and putting away all equipment used at/owned by the facility.

7.5.5 The Contractor shall not impose a penalty upon the EAC for food not consumed by attendees, provided that EAC gives proper personnel count to the Contractor.

7.5.6 Changes to the final number of contracted meals may be finalized three days prior to the event.

7.6 SHUTTLE SERVICE REQUIREMENTS

7.6.1 The Contractor shall perform shuttle services for no more than 100 attendees on April 10 to the Shelby County Election Commission (150 Washington Avenue, Suite 205, Memphis, TN 38103) and the National Civil Rights Museum (450 Mulberry Street, Memphis, TN 38103) from 8:00am to 6:00pm.

7.7 OTHER SERVICE REQUIREMENTS

7.7.1 The Contractor shall post signage identifying the location of the “2019 EAC Standards

Board Meeting” for the general session and breakout rooms.

7.7.2 The Contractor shall provide storage for packages in advance

7.7.3 The Contractor shall provide signage to display outside of each room on easels

8.0 CONTRACTOR PERSONNEL AND CONDUCT

8.1.1 Qualified Personnel. The Contractor shall provide qualified personnel to perform all requirements specified in this Statement of Work (SOW). All Contractor employees supporting this contract effort shall be citizens or legal residents of the United States.

8.1.2 Employee Conduct. The Contractor shall ensure Contractor employees present a professional appearance at all times and that their conduct shall not reflect poorly on the EAC.

9.0 GOVERNMENT FURNISHED RESOURCES AND INFORMATION

9.1.1 EAC will provide an itemized list of attendees to assist the contractor in securing appropriate lodging and meal services to be paid through this contract.

9.1.2 EAC shall provide Contractor with a final count for personnel to be provided with lunch no later than 5:00pm on April 1, 2019.

10.0 CONTRACTING OFFICER AUTHORITY

In no event shall any understanding or agreement between the Contractor and any Government employee other than the Contracting Officer on any order modifications, change orders, letter or verbal direction to the Contractor be effective or binding upon the Government. All such actions shall be formalized by the proper contractual document executed by the appointed Contracting Officer. The Contractor is hereby put on notice in the event a Government employee other than the Contracting Officer directs a change in the work to be performed or increases the scope of work to be performed, as described in DTAR 1052.201-70(c)(1-6); it is the Contractor’s responsibility to make inquiry to the Contracting Officer no later than the beginning of the next Government work day before making the deviation. Payments will not be made without being authorized by the appointed Contracting Officer with the legal authority to bind the Government.

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 address: https://www.acquisition.gov/far

52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (OCT 2018)

1052.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (DEVIATION 2017-00001) (JULY 2017)

(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; 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.

1052.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS. (ALTERNATE II) (DEVIATION 2016-

00001) (APR 2018)

(e) Definitions.

(2) As used in this clause, "Commercial supplier agreements" means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of commercial item set forth in FAR 2.101 and intended to create a binding legal obligation on the end user. Commercial supplier agreements (CSA) are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies-

(i) Regardless of the format or style of the document. For example, a CSA may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of an offer or quotation responding to a solicitation;

(ii) Regardless of the media or delivery mechanism used. For example, a CSA may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

(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, Unauthorized Obligations, and Commercial Supplier Agreements - Unenforceable Clauses 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.

https://www.acquisition.gov/far

(8) Other documents, exhibits, and attachments.

(9) The specification.

(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 CSA, that includes any language, provision, or 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 language, provision, or 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 CSA. If the CSA 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 language, provision, or clause is deemed to be stricken from the CSA.

(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.

(w) Commercial supplier agreements - unenforceable clauses. When any supply or service acquired under this contract is subject to a CSA, the following language shall be deemed incorporated into the CSA. As used herein, "this agreement" means the CSA:

(1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the Government, the following shall apply:

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the Government for the acquisition of the supply or service that necessitates a license (including all contracts, task orders, and delivery orders under FAR part 12).

(ii) End user. This agreement shall bind the Government as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

(iii) Law and disputes. This agreement is governed by Federal law.

(A) Any language purporting to subject the Government to the laws of a U.S. state, U.S.

territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted.

(B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

(C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

(iv) Continued performance The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the Government to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in paragraph (d) of this clause.

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).

(vi) Updating terms.

(A) After award, the contractor may unilaterally revise terms if they are not material. A material change is defined as:

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

(3) Terms that decrease overall level of service; or

(4) Terms that limit any other Government right addressed elsewhere in this contract.

(B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification.

(C) Any agreement terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative.

(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the Government. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order.

(B) This charge, if disputed by the Government, will be resolved through paragraph (d) of this clause; no payment obligation shall arise on the part of the Government until the conclusion of the dispute process.

(C) Any audit requested by the commercial supplier or licensor will be performed at the commercial supplier’s or licensor’s expense, without reimbursement by the Government and must be performed within the parameters of the Government’s security procedures.

(D) The Contractor must notify the Contracting Officer of any audit request.

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the underlying contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under paragraph (b) of this clause.

(xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price, as applicable, shall be deemed "confidential information." Issues regarding release of "unit pricing" will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1) of this clause, the language, provisions, or clause of paragraph (w)(1) of this clause shall prevail to the extent of such inconsistency.

1052.201-70 CONTRACTING OFFICER’S REPRESENTATIVE (COR) APPOINTMENT AND AUTHORITY (APR 2015)

(a) The COR(s) are named on the award form. Should a change to the COR(s) be necessary in the future, they will be named on the modification SF-30.

(b) Performance of work under this contract is subject to the technical direction of the COR identified above, or a representative designated in writing. The term “technical direction” includes, without limitation, direction to the contractor that directs or redirects the labor effort, shifts the work between work areas or locations, and/or fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

(c) Technical direction must be within the scope of the contract specification(s)/work statement. The COR does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the contract specification(s)/work statement;

(2) Constitutes a change as defined in the clause entitled “Changes”;

(3) In any manner causes an increase or decrease in the contract price, or the time required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the contract;

(5) Interferes with the contractor's right to perform under the terms and conditions of the contract; or

(6) Directs, supervises or otherwise controls the actions of the contractor's employees.

(d) Technical direction may be oral or in writing. The COR must confirm oral direction in writing within five workdays, with a copy to the Contracting Officer.

(e) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COR.

If, in the opinion of the contractor, any direction of the COR or the designated representative falls within the limitations of (c) above, the contractor shall immediately notify the Contracting Officer no later than the beginning of the next Government work day.

(f) Failure of the Contractor and the Contracting Officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled “Disputes.”

1052.210-70 CONTRACTOR PUBLICITY (APR 2015)

The Contractor, or any entity or representative acting on behalf of the Contractor, shall not refer to the supplies or services furnished pursuant to the provisions of this contract in any news release or commercial advertising, or in connection with any news release or commercial advertising, without first obtaining explicit written consent to do so from the Contracting Officer. Should any reference to such supplies or services appear in any news release or commercial advertising issued by or on behalf of the Contractor without the required consent, the Government shall consider institution of all remedies available under applicable law, including 31 U.S.C. 333, and this contract. Further, any violation of this clause may be considered during the evaluation of past performance.

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

LAPSE FUNDING

In the event of a lapse funding resulting in a government shutdown, the status of Fiscal Year funding and any necessary action required of the Contractor will be made available at the following website: https://www.fiscal.treasury.gov/doing-business-with-fiscal-service/ . It is the Contractor's responsibility to monitor this website for information regarding Fiscal Year funding.

1052.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS. (DEVIATION 00002)(April 2018)

(a) Definition. As used in this clause-

"Commercial supplier agreements" means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of commercial item set forth in FAR 2.101 and intended to create a binding legal obligation on the end user. Commercial supplier agreements (CSA) are https://www.fiscal.treasury.gov/doing-business-with-fiscal-service/ https://www.fiscal.treasury.gov/doing-business-with-fiscal-service/ particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies-

(1) Regardless of the format or style of the document. For example, a CSA may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of an offer or quotation responding to a solicitation;

(2) Regardless of the media or delivery mechanism used. For example, a CSA may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

(b) Except as stated in paragraph (c) of this clause, when any supply or service acquired under this contract is subject to any CSA, that includes any language, provision, or clause requiring the Government to pay any future fees, penalties, interest, legal costs or 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:

(1) Any such language, provision, or clause is unenforceable against the Government.

(2) 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 CSA. If the CSA 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.

(3) Any such language, provision, or clause is deemed to be stricken from the CSA.

(c) Paragraph (b) of this clause does not apply to indemnification or any other payment by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

1052.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (APR 2015)

(a) Definitions. As used in this clause—

(1) “Payment request” means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), "Content of Invoices" and the applicable Payment clause included in this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the Invoice Processing Platform (IPP). Information regarding IPP, including IPP Customer Support is available at www.ipp.gov or any successor site.

(c) The Contractor may submit payment requests using other than IPP only when the Contracting Officer authorizes alternate procedures in writing in accordance with Treasury procedures.

(d) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer’s written authorization with each payment request.

http://www.ipp.gov/

PAYMENT AND INVOICE QUESTIONS (IPP)

For payment and invoice questions, go to https://arc.fiscal.treasury.gov/ipp/fsippqrg.htm or contact Accounts Payable at (304) 480-8000 option 7 or via email at AccountsPayable@fiscal.treasury.gov.

OVERPAYMENTS

In accordance with 52.212-4 section (i) 5 Overpayments: Accounts Receivable Conversion of Check Payments to electronic funds transfer (EFT): If the Contractor sends the Government a check to remedy duplicate contract financing or an overpayment by the government, it will be converted into an EFT. This means the Government will copy the check and use the account information on it to electronically debit the Contractor's account for the amount of the check. The debit from the Contractor's account will usually occur within 24 hours and will be shown on the regular account statement.

The Contractor will not receive the original check back. The Government shall destroy the Contractor's original check, but will keep a copy of it. If the EFT cannot be processed for technical reasons, the Contractor authorizes the Government to process the copy in place of the original check.

MARKING OF SHIPMENTS

The Contractor shall ensure the contract number is clearly visible on all shipping/service documents, containers, and invoices.

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS (JAN 2019) ((Deviation 2017-00001) (JULY 2017))

(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) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 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:

__ (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.)

__ (4) 52.203-17, Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (April 2014) (41 U.S.C. 4712) relating to whistleblower protections).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L.

109-282) (31 U.S.C. 6101 note).

https://arc.fiscal.treasury.gov/ipp/fsippqrg.htm mailto:AccountsPayable@fiscal.treasury.gov https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1158787 https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html#wp1146366 https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113329 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113344 http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137622 http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1141983 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1144881 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1151163 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1141649 http://uscode.house.gov/

__ (6) [Reserved].

__ (7) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L.

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

_X_ (9) 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).

__ (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41

U.S.C. 2313).

__ (11) [Reserved].

__ (12)(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.

__ (13)(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.

__ (14) [Reserved] __ (15)(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).

__ (16)(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.

__ (17) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (18)(i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637(d)(4)).

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

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

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

__ (v) Alternate IV (Aug 2018) of 52.219-9.

__ (19) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

__ (20) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

__ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C.

657 f).

_X_ (23) 52.219-28, Post Award Small Business Program Representation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (24) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-

Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (25) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns

Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_X_ (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (27) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

_X_ (28) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (29) i 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

(ii) Alternate I (FEB 1999) of 52.222-26.

_X_ (30)(i) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

(ii) Alternate I (JULY 2014) of 52.222-35.

_X_ (31)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (July 2014) (29 U.S.C. 793).

(ii) Alternate I (JULY 2014) of 52.222-36.

_X_ (32) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

_X_ (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O.

13496).

_X_ (34)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).

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

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__ (35) 52.222-54, Employment Eligibility Verification (OCT 2015). (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.)

__ (36)(i) 52.223-9, Estimate of…