ELEMENTALRFP0916.docx

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 General

GSA IT services enable GSA’s mission. IT offers guidance on how to leverage IT services to support business and service objectives to GSA. IT has the responsibility for maintaining, and ensuring quality IT services to include video and audio equipment and support.

The current “Helix” audio and video system is no longer being sold. Therefore, GSA intends to acquire the Elemental Live 280 AE Network, Audio and Video Equipment and Support.

B.2 Objective

The objective of this contract is to replace the current Helix audio and video equipment network and support, and acquire the Elemental Live 280 AE Network and Support for one base year and two option years.

B.3 Supplies or Services

This contract is intended to be a commercial buy advertised on the Federal Business Opportunities (FBO) site. It solicits for full and open competition to businesses capable of providing the required Elemental Live AE Support as described in Section C, Performance Work Statement. The Government makes no guarantees.

B.4 Right to Cancel/Reject

GSA reserves the right to cancel all or part of this Request for Proposal (RFP) at any time without prior notice. This RFP does not commit GSA to accept any quotes submitted, nor is GSA responsible for any costs incurred in the preparation of responses to this RFP. GSA reserves the right to reject any or all quotes, to accept or reject any or all items in the quotes, and/or to award the contract in whole or in part as is deemed to be in the best interest of the Government. The Government reserves the right to cancel, delay, amend, or reissue the RFP at any time.

B.5 Base and Option Periods

The period of performance is one base year and two option years. The Government is not obligated to exercise the option years.

B.6 PRICE TABLE

The required Elemental audio video equipment and support, quantities, period of performance, and other relevant data is listed in the price table below. The Contractor shall complete the following price table and submit to be considered for award. (See Price Table Attached)

GSA Elemental Live 280 AE Network Base Year Table of Contract Line Items (CLINS)

Quantity

Year 1Support

TOTAL

Base Year Required CLINS

(END OF SECTION B)

PRICE TABLE

GSA Elemental Live 280 AE Network Option Year ONE (1) Table of Contract Line Items (CLINS)

12 Month Term

Quantity

Year 2 Support

Year 3 Support

TOTAL

ELEMENTAL OPTION YEAR ONE 1

PRICE TABLE

GSA Elemental Live 280 AE Network Option Year TWO (2) Table of Contract Line Items (CLINS)

12 Months

QUANTITY

SP200GAE-EL-PRM ELEMENTAL

Premier AE Support For Elemental Live

TOTAL

ELEMENTAL OPTION YEAR TWO (2)

(END OF SECTION B)

SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 Background GSA staff counts on the Office of the Chief Information Officer (OCIO), now known as GSA IT, for high quality information technology (IT). GSA IT provides staff with technology that is ever changing to provide better productivity, mobility, agility and cost savings.

GSA IT services enable GSA’s mission. The infrastructure is the backbone of GSA’s business and management applications. The IT security program protects the systems and facilitates successful telework program. The help desk and onsite support are the point of contact for most of the IT services provided to the staff, from mobile and laptops, to security, voice and video capabilities. OCIO establishes the policies and procedures that govern the use of IT at GSA, as well as ensure agency adherence consistent with government-wide guidelines published by the Office of Management and Budget (OMB). OCIO provide the agency’s enterprise architecture as a framework to manage IT resources. IT offers guidance on how to leverage IT services to support business and service objectives to GSA.

The Office of the Chief Information Officer (OCIO) has a requirement for the Elemental Live 280 AE Network and Support. In alignment with the federal government’s current audio and video platform GSA entered into an agreement with Helix which recently stop producing products. Thus, a new audio video network is required.

C.2 Objectives GSA intends to continue the audio video network and maintenance support with new and improved equipment and services to replace the old Helix system. Therefore, a RFP will be issued to acquire another audio video network system that meets the Government’s needs and requirements as described herein.

C.3 Scope The Government requires the Elemental Live 280 AE network equipment and support. The network must meet the following:

· High Dynamic Range Video

· Create Scalable Workflows

· Unified Linear TV Delivery

· Implement Live-to-VOD( Video on Demand ) Services

· Software-Defined Video

C.4 Required Elemental Products and Support The required specific Elemental Manufacturer’s part numbers are listed in the table below.

GSA Elemental Live 280 AE Network Base Year Table of Contract Line Items (CLINS)

12 Months

Quantity

Year 1Support

Base Year Required CLINS

GSA Elemental Live 280 AE Network Option Years 1 -2 Table of Contract Line Items (CLINS)

12 Months

Quantity

Year 2 Support

Year 3 Support

ELEMENTAL OPTION YEARS 1-2 (Total 3 years)

Reference the Elemental Price Table under Section B of this request for proposal. Offerors shall complete the price table.

(END OF SECTION C)

SECTION E – INSPECTION AND ACCEPTANCE

E.1 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 http://farsite.hill.af.mil.

E.2 Inspection Requirements

All deliverables must meet the government's specified requirements. The COR and PM will have seven (7) business days to complete the review of each deliverable and accept/reject the deliverables. The PM has the right to reject or require correction of any deficiency(is) found in any deliverable that is contrary to the information contained in the contractor's' accepted proposal. The contractor shall be notified in writing by the COR or PM of the specific reasons why the deliverable is being rejected. The Contractor shall have five (5) business days to correct the rejected deliverable(s) and return it to the COR and/or PM. The contractor shall be allowed only one resubmission of each deliverable.

E.3 Basis of Acceptance

The basis for acceptance shall be compliance with the requirements set forth in the statement of work, the Contractor's proposal and other terms and conditions of this contract. Deliverable items rejected shall be corrected in accordance with the applicable clauses.

(END OF SECTION E)

SECTION F – DELIVERIES OR PERFORMANCE

F.1 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 http://farsite.hill.af.mil.

F.2 Deliverables: The awarded Contractor shall deliver the following:

F.3 Period of Performance: The period of performance of this task order shall be one base year with two twelve month option periods:

F.4 Place of Performance:

GSA

Office of the Chief Information Officer (OCIO) 1800 F Street NW Washington, DC 20405 Attention: Mr. Bill Cochran

(END OF SECTION F)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 Accounting and Appropriation Data

Accounting and appropriation data for this contract will be set forth on the resultant contract.

G.2 Primary Government Roles and Responsibilities

The following subsections describe the roles and responsibilities of individuals and/or authorized users who will be the primary Points of Contact (POC) for the Government on matters regarding contract administration as well as other administrative information. The Government reserves the right to unilaterally change any of these individual assignments at any-time.

G.3 Contracting Officer (CO)

The Contracting Officer has the authority to bind the Government into a contract. The CO is authorized to make commitments, agreements, changes, and other contractual actions.

GSA Contracting Officer:

Anita M. Little Office of Internal Acquisition 1800 F Street NW | Washington, DC 20006 202-501-0087 Anita.little@gsa.gov

G.3 Contracting Officer’s Representative (COR)

The Contracting Officer’s Representative (COR) performs surveillance of the contract work and conduct inspections that are necessary to assure compliance with the contract terms and conditions. Resolve day-to-day matters within the scope of their authority. The COR make recommendations to the Contracting Officer when it appears that there is a need for a change in scope or terms of the contract. The COR point of contact information is as follows:

William Cochran, Contracting Officer Representative (COR) Office of the Chief Information Officer 1800 F Street NW | Washington, DC 20006 202 357-9601 william.cochran@gsa.gov

(END OF SECTION G)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 Kick Off Meeting

The Contractor shall participate in a Kick Off Meeting that will be held within two weeks after contract award. The purpose of the kick off is to aid both the Contractor and the Government in achieving a clear and mutual understanding of all contract requirements and identify and resolve potential problems (See FAR Subpart 42.5, Post award Orientation).

The Government is responsible for establishing the time and place of the conference and will notify the appropriate Government representatives and the Contractors. The Government will designate or act as the chairperson at the conference. The conference may be conducted at a location within the Washington, DC, commuting area at the Government’s discretion.

H.2 System for Award Management (SAM)

System for Award Management (SAM) is the required Federal database that every vendor must be registered to conduct business with the government. For registration information call 1-877-252-2700 or go to www.sam.gov.

H.3 Organizational Conflicts of Interest (OCI)

(a) An organizational conflict of interest (OCI) may result when factors create an actual or potential conflict of interest on a contract, or when the nature of the work to be performed on a contract creates an actual or potential conflict of interest on a future acquisition. The Contractor’s attention is directed to the rules and principles relating to OCI’s detailed in FAR Subpart 9.5. Contractor shall familiarize themselves with the principles and examples set forth in that Subpart.

(b) In accordance with FAR 9.505, as a matter of general principle Contractor must (1) prevent the existence of conflicting roles that might bias its judgment; and

(2) Prevent unfair competitive advantage. In addition to other situations, an unfair competitive advantage may exist where a Contractor competing for award of any Federal contract possesses—

(i) Proprietary information that was obtained from a Government official without proper authorization; or

(ii) Source selection information (as defined in FAR 2.101) that is relevant to the contract but is not available to all competitors, and such information would assist that Contractor in obtaining the contract.

(c) In accordance with FAR 9.505-4, if Contractor must gain access to proprietary information of other companies to perform under this contract, it must agree with the other companies to protect their information from unauthorized use or disclosure for as long as it remains proprietary, and to refrain from using the information for any purpose other than that for which it was furnished. The contracting officer shall obtain copies of these agreements and ensure that they are properly executed.

(d) Within ten (10) working days of becoming aware of any actual or potential OCI described by FAR Subpart 9.5 or the general principles set forth in paragraph (b) of this clause, Contractor shall disclose to the Contracting Officer information that concisely describes all relevant facts concerning any past, present or currently planned interest (financial, contractual, organizational, or otherwise) relating to the work to be performed and bearing on whether Contractor has a possible OCI.

(e) If appropriate, Contractor shall propose a plan to mitigate any actual or potential OCI, which may include a restriction upon Contractor’s ability to participate in a specific future procurement. The Contracting Officer shall determine whether any such mitigation plan is in the Government’s best interests, and after negotiating any changes deemed appropriate with Contractor, shall accept or reject the mitigation plan in writing. If accepted, the Government will reserve the right to audit internal OCI mitigation procedures for verification purposes, and to review the mitigation plan as needed, in the event of changes in the vendor community due to mergers, consolidations, or any unanticipated circumstances.

(f) If Contractor fails to disclose, or misrepresents, any information regarding an actual or potential OCI, the Government reserves the right to terminate all or part of the work remaining under this contract, or to take such other remedial action as may be permitted or provided by law or elsewhere in this contract.

H.4 Travel

No travel is anticipated for this contract. However, all travel will be administered in accordance with the Government Federal Travel Regulation. Travel must be approved in advance by the Government.

H.5 Invoicing/Billing

Requests for payments shall be submitted in accordance with the format contained in GSAR 552.232-72, Invoice Requirements (APR) 1989 to be considered proper for payment. Additionally, the data elements indicated below shall be included on each invoice:

Task order number: (from GSA Standard Form 1449).

Paying Number: (PDN NO.) (from GSA Standard Form 1449) Project Title: GSA Elemental Live 280 AE Network Equipment and Support

All invoice documents must contain the Project Name and Task Order Number. More specifically, invoices shall be itemized to include, but not limited to, the employee’s name, project/task worked (include end users, if applicable), number of hours worked, labor rate, monthly total of hours worked and monthly cost. Additionally, at the end of the task order, the contractor shall clearly mark the final invoice as “Final Invoice.”

Invoices shall be submitted directly to GSA Financial Operations in Kansas City, MO; address to be provided at award. Electronic copies of the invoice shall be submitted to the COR. Invoices shall be submitted at the beginning of the period of performance.

The contractor’s failure to comply with the procedures outlined above may result in the contract payment being delayed.

H.6 Regional Business Application (RBA)

Upon submission of proposal, all Offerors must be registered in the Regional Business Application (RBA). You may visit https://portal.fars.gsa.gov for instructions and assistance on registration.

The registration must include Contractor Name, Contractor Company, Contractor’s GSA MAS Contract Number (e.g., GS-##X-####). If Offeror is currently registered, Offeror must verify prior to submission of quote, users are listed in RBA and “all access” is granted. If this is an initial registration, the Offeror must list users and select “all access” upon registering. Offeror must verify the company address and DUNS number must correspond with the company’s address in GSA e-Library and System for Award Management (SAM). Registration may take up to 24 hours to process. For additional information contact RBA Help Desk: 1-877-472-4877 or AASBS.helpdesk@gsa.gov.

(END OF SECTION H)

SECTION I – CONTRACT CLAUSES

FAR PROVISIONS AND CLAUSES INCORPORATED BY REFERENCE

H.1 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 http://farsite.hill.af.mil.

52.203-5 Covenant Against Contingent Fees. (MAY 2014) 52.203-6 Restrictions on Subcontractor Sales to the Government. (SEPT 2006) 52.203-7 Anti-Kickback Procedures. (MAY 2014) 52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (APR 2014) 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014) 52.211-5 Material Requirements. (AUG 2000) 52.232-39 Unenforceability of Unauthorized Obligations. (JUN 2013) 52.233-3 Protest after Award. (AUG 1996) 52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004)

SECURITY CLAUSES INCORPORATED BY REFERENCE

FAR Clause 52.204-2, Security Requirements GSAR Clause 552.204-9, Personal Identity Verification Requirements GSAR Clause 552.236-75, Use of Premises GSAR Clause 552.239-70, Information Technology Security Plan and Security Authorization GSAR Clause 552.239-71, Security Requirements for Unclassified Information Technology Resources

FAR PROVISIONS AND CLAUSES INCORPORATED IN FULL TEXT

52.212-4 Contract Terms and Conditions—Commercial Items.

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

CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (MAY 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 as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(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 FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations

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

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

(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) Alternate I (MAY 2014). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.] (5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means—

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’.”]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).”]

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price.