USCP Terms and Conditions_Purchase Orders.docx

US Capitol Police (USCP) – Terms & Conditions for Purchase Orders

The USCP reserves the right to modify its terms and conditions as needed for award of the order.

USCP52.004 Changes The Contracting Officer may at any time, by written order, make changes, within the general scope of this contract, in the manner and method of delivery of services; provided however that changes are within the Contractor's capability and in accordance with USCP Procurement Policy. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this contract, an adjustment shall be made in the contract price or delivery schedule, or both, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within [Enter Number of days] calendar days from the date of receipt by the Contractor of the notification of change; provided, however, should the Contracting Officer decide that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this contract. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." However, nothing in this clause shall excuse the Contractor from proceeding with the contract, as changed.

USCP52.006 Disputes USCP Contract Disputes Clause (June 2008)

(a) This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613), as modified by Section 1501 of Title I of Division H of the Consolidated Appropriations Act, 2008, Pub. L. No. 110-161, 121 Stat. 2249 (December 26, 2007).

(b) Except as provided in the Act, all disputes arising under or relating to this Agreement shall be resolved under this clause.

(c) “Claim,” as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of Agreement terms, or other relief arising under or relating to this Agreement. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $50,000 is not a claim under the Act until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

(d) (1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this Agreement, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer.

(2) (i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $50,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the Agreement adjustment for which the Contractor believes the USCP is liable; and that I am duly authorized to certify the claim on behalf of the Contractor.”

(3) The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim.

(e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The Contracting Officer’s decision shall be final unless the Contractor appeals, within ninety days of receipt of a Contracting Officer’s decision, to the Government Accountability Office Contract Appeals Board, 441 G Street, N.W., Room 7182, Washington, DC 20548; Facsimile: 202-512-9749; E-Mail: CAB@gao.gov.”

(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor’s specific reasons for rejecting the offer.

(h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Secretary of the Treasury during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of this Contract, pending final resolution of any request for relief, claim, appeal, or action arising under the Contract, and comply with any decision of the Contracting Officer.

USCP52.007 Termination For Convenience The Contracting Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the USCP. Should the USCP terminate for convenience, the USCP shall be liable only for payment in accordance with the payment provisions of this contract for services rendered prior to the effective date of termination.

USCP52.018 Acceptance of the Terms of the Order The terms and conditions of this order, including the face page of the order and all attached pages, must be accepted in their entirety. Additional terms and conditions, or variations in the Standard USCP Terms and Conditions are restricted to those that are expressly agreed to by the USCP in writing in this order or any modifications to this order. Shipment of any items or provision of any services under this order will be construed to constitute acceptance of these Terms and Conditions. If the Vendor believes that any of these Terms and Conditions do not reflect the intent of the parties or that the order contains any errors or omissions to the agreed upon terms of sale, the Vendor must contact the Contract Specialist listed in this order to request a modification to the terms that are omitted or in error, and must receive the signed modification prior to beginning performance on this order.

USCP52.019 Tax Exemption Unless otherwise provided for by statute, the USCP is exempt from all taxes, including any sales and use taxes. The Tax Exemption Number of the USCP is 38-3716738

USCP52.020 Required Delivery Date If the Vendor cannot deliver the items or provide the services in the time specified, the Vendor must notify the USCP as soon as possible, but in any event, prior to the delivery date. In addition to any other remedies available to the USCP, failure to meet delivery dates shall, at the option of the USCP, relieve the USCP of the obligation to accept tender of the items or services ordered. In the event that tender is not accepted by the USCP, no charges shall accrue to the USCP, and payment will not be made for any items, services or incidental charges associated with the non-accepted items or services.

USCP52.021 Circumstances Out of Control of the Parties However, the Vendor shall not be liable for failure to deliver products when prevented by any cause beyond its control, and the USCP shall not be liable for failure to accept products when prevented from receiving or using them in its customary manner by any cause beyond its’ control. A party who is prevented from performing for any reason outside of their control shall immediately notify the other party of the cause of such non-performance and the anticipated extent of the delay.

USCP52.022 Clear Title The Vendor warrants that free and clear title is provided for all items delivered under this Purchase Order

USCP52.023 Compliance with Applicable Law Vendor warrants that the products sold or services furnished under this order have been produced or furnished in full and complete compliance with all applicable laws and regulations. Vendor agrees to hold the USCP harmless from any and all liabilities, claims, fines, penalties, including reasonable costs and settlements, which may arise due to non-compliance with any laws or regulations. Specifically, the Vendor agrees to comply with the appropriate provisions of law required of all companies doing business with an Agency of the United States Government.

USCP52.024 Implied Warranty of Merchantability and Fitness for a Particular Purpose The items provided through this order are covered by the implied warranties of merchantability and fitness for particular purpose as well as by any express warranties offered by the manufacturer or by the Seller. All products shall be delivered free from defects in workmanship, material and design and shall conform to description and specifications set forth in the Purchase Order, or referenced through a manufacturers part or model number, or shall be consistent with samples provided to the USCP.

USCP52.025 Patents Vendor warrants that the products as delivered to the USCP, are free from any valid claim for patent infringement and any labels or trademarks affixed thereto by or on behalf of Vendor are free from any valid claim for copyright or trademark infringement. The Vendor agrees to save and hold harmless and indemnify the USCP against such infringement liability

USCP52.026 Warranty of Services The Vendor warrants that any services provided under this Purchase Order, including incidental services such as installation, and any materials furnished in connection with the services shall be provided free from defects in materials and workmanship for a period of at least ninety (90) days after delivery/ performance and acceptance, unless a longer warranty period is provided by the equipment warranty or by law, in which case the longer warranty period will apply. Should Vendor’s services and/or material prove to be defective within the warranty period, upon receipt of written notice from the USCP, the Vendor agrees to promptly replace or repair the materials or correct the services to the satisfaction of the USCP without additional cost.

USCP52.027 USCP Property in the possession of the Vendor The Vendor assumes all risk of loss or damage to any USCP property entrusted to Vendor either while in Vendor’s possession or under Vendor’s control. In the event of loss or irreparable damage, Vendor shall promptly reimburse the USCP for the value of the article. Any other damage shall be promptly repaired at Vendor’s expense

USCP52.028 Freight, delivery, shipping, and handling charges Unless a line item is separately identified and funded for the cost of delivery or shipping and handling, it is presumed that all shipping, handling and other transportation charges are included in the price of the items purchased. If this is in error, prior to shipment of the item, this Purchase Order must be modified to add a line item to fund the charges

USCP52.029 Delivery Instructions For United States Capitol Police Security inspections are required on all deliveries on Capitol Hill. Drivers must be pre-registered in order to have access for inspection.

In order to pre-register a driver, the company must initiate a letter on company letter-head/stationery accompanied by the signature of the president, owner or manager of the company. The letter shall contain the following information:

1. The driver's full name (first, middle, last);

2. The driver's Social Security Number;

3. The driver's Date of Birth;

4. Vehicle Registration information; and

5. The "SHIP TO" Point of Contact and the name of the building to be accessed.

The letter should be faxed to the Off-Site Delivery Center at (202) 563-5140. Receipt can be confirmed by calling (202) 224-0202.

Registered drivers are to bring the trucks to the Off-Site Delivery Center at 4700 Shepherd Parkway SW, Washington, DC between the hours of 0430 and 1900 for inspection.

Once the inspection is complete, the driver must deliver to the address show in the "SHIP TO" block on Page 1 of the Award/Order Form.

USCP52.030 Transfer of Title and Risk of Loss Risk of loss and title to the product shall pass at the delivery location specified by the USCP unless otherwise expressly stated in the Purchase Order. If it is not otherwise stated in the order, it is presumed that the order is being placed F.O.B. Destination.

USCP52.031 Variation in Quantity or Charges Except as otherwise provided, no variation in the quantity of an item, nor any extra items or charges will be accepted unless agreed to in writing in the order or by order modification.

USCP52.032 Inspection and Acceptance Supplies and services provided under this order will be inspected and accepted at destination unless otherwise stated. The USCP reserves the right to reject items and services which are not in accordance with instructions, specifications, drawing and data or Vendor’s warranties (express or implied) or the terms and conditions of the order. Products not accepted will be held (at Vendor’s risk) for no more than thirty (30) business days after notification of the Vendor of the rejection. The items will be returned only at Vendor’s expense and direction. Failure of the Vendor to provide timely disposition instructions may result in the disposal of such items through any means practicable.

USCP52.033 Liability for Damages or Injury The USCP shall not be liable for any injury to the Vendor’s personnel or damage to the Vendor’s property unless such injury or damage is due to gross negligence on the part of the USCP

USCP52.034 Security Requirements for All Contractors Performing Work at the USCP Contractor/Vendor employees performing work at the USCP may be required to undergo a criminal history check and fingerprinting prior to initiating work. Contractor/Vendor employees working on-site may also be required to sign a Confidentiality Agreement/ Acknowledgement of Status Agreement.

USCP52.035 Termination for Cause The USCP reserves the right to terminate this order, or any unaccepted part of the order without liability, for cause, in the event of any default of the Vendor, failure to comply with any terms or conditions, or failure to provide, upon request, adequate assurances of performance. Additionally, this order may be terminated if it is determined by the USCP that a gratuity (e.g., an entertainment or gift) was offered or given to any Officer or employee of the USC or Vendor working for the USCP, with the intention of obtaining this order or gaining favorable treatment under this order. No Member, Delegate, Resident Commissioner, employee of the Congress or of the United States Capitol Police shall be admitted to any share or part of this order, or to any benefit that may arise thereupon. In the event of termination for cause, the USCP will not be liable to the Vendor for supplies and/or services not accepted and the Vendor will be liable to the USCP for any and all rights and remedies allowable including the cost of re-procurement of the items

USCP52.036 Prohibition of Assignment Neither this order nor Vendor’s obligation to perform shall be assigned or delegated by Vendor without the consent of the United States Capitol Police

USCP52.037 Prohibition on Release of Information of Award

No news releases, press conferences, or advertisements pertaining to the award of this order or the work performed or delivered under this order will be made without prior written approval of the Contracting Officer. This includes the use of information concerning the award in websites, catalogs or other promotional material produced by the vendors or its employees

USCP52.038 Orders under Existing Contracts If this order is given pursuant to any existing contract, it is also subject to the terms of such contract, and such terms shall control in the case of any conflict with the provisions hereof

USCP52.039 Availability of Funds The USCP’s obligation under this order is contingent upon the availability of appropriated funds from which payment for contracting purposes can be made. No legal liability on the part of the USCP may arise until the funds are made available to the Contracting Officer for this contract action.

USCP52.041 Delivery Delivery is [TBD].

USCP52.042 Contract Administration The USCP Contracting Officer (CO) will perform administration of this contract. The CO is authorized to make contractual modifications and render contractual decisions, including but not limited to changes in the scope of work and monetary additions and/ or deletions, within the limits of their authority. No changes to the contract requirements shall be effective without a modification of the contract fully executed by the Contracting Officer. The Contracting Officer will communicate in writing any necessary rejection of services.

All communications pertaining to contractual and/or administrative matters under this contract shall be addressed to:

Contract Specialist: Eboni Luck United States Capitol Police Office of Acquisition Management 499 South Capitol Street SW, 6th Fl. Washington, D.C. 20003-4013

Telephone Number: 202-309-9312 Facsimile Number: 202-593-3600 Email: Eboni.Luck@uscp.gov

USCP52.043 Advertising of Award The award of this contract and the work that the contractor will be performing under it, is, at a minimum, law enforcement sensitive, and may have national security implications. The Contractor and its employees are prohibited from issuing any news releases, or holding any press conferences concerning award of this contract. Further, the prohibition extends to discussion of this contract and work performed under it in speeches, professional seminars and classroom lectures.

Reference is not to be made to this contract in any advertisements, promotional materials or on the Contractor website or websites sponsored by any Contractor employees working under this contract. The Contracting Officer must grant any exceptions, in writing. As a general rule, the USCP will allow the use of the USCP as a reference for past performance when proposing on other government contracts

USCP52.045 Termination for Convenience by the USCP The Contracting Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the USCP. Should the USCP terminate for convenience, the USCP shall be liable only for payment in accordance with the payment provisions of this contract for services rendered prior to the effective date of termination.

USCP52.046 Employment Eligibility Verification

(a) Definitions. As used in this clause –

Commercially available off-the-shelf (COTS) item – (1) Means any item of supply that is –

(i) A commercial item (as defined in paragraph (1) of the definition at 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and

(iii) Offered to the Government, without modification, in the same form in which it is sold in the commercial marketplace; and

(2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural products and petroleum products. Per 46 CFR 525.1(c)(2), “bulk cargo” means cargo that is loaded and carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo.

Employee assigned to the contract means an employee who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), who is directly performing work, in the United States, under a contract that is required to include the clause prescribed at 22.1803. An employee is not considered to be directly performing work under a contract if the employee –

(1) Normally performs support work, such as indirect or overhead functions; and

(2) Does not perform any substantial duties applicable to the contract.

Subcontract means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor.

United States, as defined in 8 U.S.C. 1101(a)(38), means the 50 States, the District of Columbia, Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, and the U.S. Virgin Islands. (b) Enrollment and verification requirements.

(1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall –

(i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract award;

(ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verify to initiate verification of employment eligibility of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and

(iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verification within 90 calendar days after date of enrollment or within 30 calendar days of the employee's assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section).

(2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall use E-Verify to initiate verification of employment eligibility of – (i) All new employees.

(A) Enrolled 90 calendar days or more. The Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or

(B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor in E-Verify, the Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or

(ii) Employees assigned to the contract. For each employee assigned to the contract, the Contractor shall initiate verification within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section).

(3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond, the Contractor may choose to verify only employees assigned to the contract, whether existing employees or new hires. The Contractor shall follow the applicable verification requirements at (b)(1) or (b)(2), respectively, except that any requirement for verification of new employees applies only to new employees assigned to the contract.

(4) Option to verify employment eligibility of all employees. The Contractor may elect to verify all existing employees hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), rather than just those employees assigned to the contract. The Contractor shall initiate verification for each existing employee working in the United States who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), within 180 calendar days of –

(i) Enrollment in the E-Verify program; or

(ii) Notification to E-Verify Operations of the Contractor's decision to exercise this option, using the contact information provided in the E-Verify program Memorandum of Understanding (MOU).

(5) The Contractor shall comply, for the period of performance of this contract, with the requirements of the E-Verify program MOU.

(i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate the Contractor's MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case, the Contractor will be referred to a suspension or debarment official.

(ii) During the period between termination of the MOU and a decision by the suspension or debarment official whether to suspend or debar, the Contractor is excused from its obligations under paragraph (b) of this clause. If the suspension or debarment official determines not to suspend or debar the Contractor, then the Contractor must reenroll in E-Verify.

(c) Web site. Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify.

(d) Individuals previously verified. The Contractor is not required by this clause to perform additional employment verification using E-Verify for any employee –

(1) Whose employment eligibility was previously verified by the Contractor through the E-Verify program;

(2) Who has been granted and holds an active U.S. Government security clearance for access to confidential, secret, or top secret information in accordance with the National Industrial Security Program Operating Manual; or

(3) Who has undergone a completed background investigation and been issued credentials pursuant to Homeland Security Presidential Directive (HSPD)-12, Policy for a Common Identification Standard for Federal Employees and Contractors.

(e) Subcontracts. The Contractor shall include the requirements of this clause, including this paragraph

(e) (appropriately modified for identification of the parties), in each subcontract that –

(1) Is for –

(i) Commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item); or

(ii) Construction;

(2) Has a value of more than $3,000; and

(3) Includes work performed in the United States.

USCP52.047 Employment Verification The contractor must provide proof of employment eligibility to work in the United States when providing support services that requires the contractor to work on-site in a government facility that requires the issuing of a United States Capitol Police (USCP) badge.

USCP52.048 Electronic Submission of Payment Requests

(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). "Payment documentation and process" and the applicable Payment clause included in this contract.

(2) [Reserved]

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the Invoice Payment Platform (IPP). Information regarding IPP is available on the Internet at www.ipp.gov. Assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email IPPCustomerSupport@fiscal.treasury.gov or phone (866) 973-3131.

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

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

(End of clause)

USCP52.051 Buy American Act Although not legally bound by it, the USCP strives to follow the Buy America Act. Therefore, unless otherwise specified, items are to be of the growth and manufacture of the United States, provided such items are upon as good of terms regarding quality and price as like items of foreign growth and manufacture. An item shall be deemed to be manufactured in the United States if more than fifty (50%) percent of the cost of its components are of the growth and manufacture of the United States.

The United States sanctions are imposed against countries that violate the interests of the US. Therefore, USCP is prohibited from purchasing goods or entering into an agreement with the following countries: Afghanistan, Belarus, China, Crimea, Cuba, Eritrea, Iran, Libya, Myanmar, Nicaragua, North Korea, Palestine, Russia, Sudan, Syria, Ukraine (sanctioned areas), Venezuela and Zimbabwe.

1. Definitions. As used in this clause- "Component" means an article, material, or supply incorporated directly into an end product. "Cost of components" means--

(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or

(2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.

"Domestic end product" means--

(1) An unmanufactured end product mined or produced in the United States; or

(2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic.

"End product" means those articles, materials, and supplies to be acquired under the contract for USCP use. "Foreign end product" means an end product other than a domestic end product.

2. The Contractor shall comply with all applicable laws of the United States (federal, state, and local).

3. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the solicitation entitled "Buy American Act Certification." Refer to Organizational Representations and Certifications (ORCA) in the System for Award Management (SAM.gov).