S01. Iowa Legal Services Solicitation.pdf

United States Department of Agriculture (USDA) Natural Resources Conservation Service (NRCS)

Easement Legal Services

Iowa

FOR SOLICITATION INFORMATION: Tazhawn Ingram (202)401-0105

Tazhawn.Ingram@usda.gov

OFFER DUE DATE/LOCAL TIME: April 12, 2021

12:00 PM EST

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A Solicitation/Contract Form

A.1 SF 1449 – to be provided upon award

A. 2 Department/Agency

A.2.1 United States Department of Agriculture (USDA)

Natural Resources Conservation Service (NRCS)

A.3 Contracting Office

A.3.1 Farm Production and Conservation (FPAC) Business Center

Acquisition Division Section 1 - Operations Branch

A.4 Contracting Officer

A.4.1 Julie Simpson, email: julie.simpson@usda.gov

Phone: 816-926-1200

A.4.2 Any USDA FPAC BC Contracting Officer can act on this contract should the need arise.

A.4.3 A Contracting Officer is the only individual who can legally commit or obligate the Government for the expenditure of public funds. Only the contracting officer has authority to: (1) increase or decrease the award amount; (2) direct or negotiate any changes; (3) modify or extend the period of performance; (4) change the schedule of completion; (5) authorize payment under this order; (6) otherwise modify any terms or conditions of this Contract.

A.5 Contract Specialist

A.5.1 Tazhawn Ingram, Email: Tazhawn.ingraam@usda.gov

Phone: (202)401-0105

A.6 Program Office

A.6.1 Natural Resources Conservation Service (NRCS)

Iowa State Office

A.6.2 Point of Contact: To be provided upon award.

A.6.3 The program office point of contact will act as the liaison to coordinate activities between the

Vendor and Contracting Officer, as required, in the performance of the work under this contract.

They have the authority to provide technical clarification of the contract requirements but does not have the authority to modify any contract provisions, including, without limitation, changing the scope of work, the cost/price thereof, or the performance delivery schedule(s) therefore.

End of Section mailto:julie.simpson@usda.gov mailto:Tazhawn.ingraam@usda.gov

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B SF 1449 Services/Supplies and Prices/Costs

B.1 Contract Type

B.1.1 Purchase Order

B.1.2 Fixed Price

B.2 Pricing

B.2.1 The fixed price for the entire order is $____________. (To be provided upon award)

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C Statement of Work

C.1 Background

C.1.1 NRCS requires a preliminary title search for its conservation easement application properties, as well as any adjacent properties used for ingress and egress. This preliminary opinion will be used to ensure both land eligibility and landowner eligibility for enrollment and for our preparation of the Agreement to Purchase Conservation Easement (APCE). The title search and underlying documents are employed to determine if title issues exist that would preclude or delay closing the easement.

C.2 General

C.2.1 Candidate must be a member of Iowa Title Guaranty Division and be on the list of members approved for closing protection letters or obtain approval. Candidate must also be registered in

SAM.gov and maintain an active registration for the duration of the contract.

C.2.2 Government shall provide NRCS maps of the proposed easement boundaries and access route(s), along with copies of the proof-of-ownership documentation that have been provided by the landowners.

C.3 Preliminary Title Search Requirements/Deliverables

C.3.1 Vendor will order a preliminary title search (often called a Statement of Ownership and Liens) for the easement application, and the adjoining ingress/egress properties, if applicable. You must summarize each search in a Preliminary Title Report that includes the following information, as well as copies of all underlying documents (except for mortgages).

1. Abstract number or reference number.

2. Date of search

3. Legal description of the property.

4. Names of all current owners of record, their marital status and any spouse’s name, including the number of any fractional interests. Listing the last grantee, devisee, or heir of record is not sufficient, so if the abstracter will not title the section as “all current owners of record” then an attorney must do that. In the instance of trusts, corporations, and similar entities, the opinion must identify the person or persons with authority to execute real property transactions. Vendor must also obtain and provide us copies of an entity’s organizational and authority documents (Articles of Incorporation, By-Laws, Corporate Resolution authorizing participation in the program, etc.)

5. Outstanding land contracts, easements, rights-of-way, mineral interests, and other miscellaneous filings.

6. Outstanding mortgages and assignments.

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7. Court proceedings, including pending suits, judgments, and liens.

8. Taxes and special assessments.

C.3.2 You must prepare your report in an outline that uses the above checklist as paragraph headings to simplify our review process. Preliminary Title Reports are due within 6 weeks of the date the order is placed. If multiple reports have been ordered, then submit individual reports soon as complete and do not hold them for submission as a group.

You must not perform work for an easement application for a spouse, child, partner, or business associate, and must not have a financial interest in the real estate covered by the proposed easement.

NRCS will review the preliminary title report and if approved, we will instruct you to submit your invoice.

Once we have a fully executed Agreement to Purchase Conservation Easement (APCE), we will order a professional land survey. Upon our review and approval of the recorded survey, we will forward it to you and request the closing services.

C.4 Closing Services Requirements/Deliverables

C.4.1 Dependent upon the results of the preliminary title search, closing services may or may not be required. In the case that closing services are required, the following requirements apply.

C.4.2 Contact the landowners to obtain the abstract(s) for the easement area and any ingress/egress route delineated on the survey. You should use the landowners’ existing abstract(s). Have the abstract updated and certified by an abstractor who is a member of the Title Guaranty Division, Iowa Finance Authority (TGD). If the abstracts cannot be located, please contact the NRCS COR for instruction. If access is over a 3rd party's property, please have the landowners arrange to borrow their abstract. If that is not possible, you must contact NRCS for further instructions.

C.4.3 Prepare a title opinion in accordance with the standards of TGD, addressed to the NRCS

Easement Programs Team, 210 Walnut St., Room 693, Des Moines, Iowa 50309. This opinion must identify all persons having an interest of record in the subject property and their marital status, and the amounts of any fractional ownership interests. If a corporation, you must state who has signatory authority and provide documents related to that, if not previously provided.

C.4.4 In the instance of trusts, corporations, and similar entities, the opinion must identify the person or persons with authority to execute real property transactions. The opinion must also contain a statement certifying that the surveyed area is contained wholly within the caption of the abstract and must include copies of any underlying documents not previously provided except for mortgages or their abstract entries if the documents are not available.

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C.4.5 A copy of your title opinion(s) must be sent to the NRCS COR no later than thirty (30) days after receiving your Notice to Proceed.

C.4.6 Obtain a Commitment for Title Guaranty and Closing Protection Letter from TGD by sending them an Application for Title Guaranty, a copy of your preliminary title opinion, and a copy of the survey. The Application for Title Guaranty should list the Guaranteed as "The United States of America."

C.4.7 Be sure that you request an owner’s certificate in the amount requested by the USDA-NRCS and request the Standard Exception Waiver Endorsement.

C.4.8 Do not prepare the title guaranty commitment yourself, as the NRCS does not accept attorney-prepared commitments.

C.4.9 The commitment must cover the easement area as described, including any parcels crossed for ingress/egress. This may require the abstracting of third party abstracts to meet TGD requirements.

C.4.10 If you would like assistance with the application process, please contact Matt Veldey at TGD, phone (515) 725-4945. He prepares the commitments for NRCS easement programs and will be glad to send you a partially completed application form and answer any questions. His e-mail addresses is Matthew.Veldey@iowa.gov. Mr. Veldey will send the original commitment directly to the NRCS COR, with a copy to you.

C.4.9.1 Work with the NRCS COR regarding any Title Guaranty exceptions that must be removed.

All taxes and special assessments that constitute a lien against the property must be paid prior to closing. The landowner is responsible for costs associated with title clearance issues.

C.4.9.2 Once the COR has received the original Commitment for Title Guaranty from TGD, NRCS will prepare the closing package, including the easement deed, any subordination documents required, and your closing instructions, for approval by the Regional Office of the General Counsel (OGC) in Kansas City. Once RCS has received OGC’s preliminary title opinion approving the documents, the transaction will be submitted to the agency’s Internal Controls Team for extensive prepayment review. When all necessary approvals have been obtained, NRCS will send you the closing package and order the closing funds.

C.4.9.3 Sign and return the closing instructions included in the closing package to the COR.

C.4.9.4 Receive and hold the closing funds in your trust account. Closing funds cannot be held for more than 30 calendar days after your bank has received them.

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C.4.9.5 Schedule a closing within two (2) weeks of receiving final closing instructions and notify the USDA-NRCS Field Office and COR of the closing date and time. If unusual circumstances exist that will delay closing, inform the COR of the delay and the projected closing date.

C.4.9.6 Conduct a closing:

• Obtain Grantors’ signatures on the Warranty Easement Deed form, with notarial acknowledgements in accordance with Iowa law. Obtain signatures and acknowledgements on subordinations, affidavits, or other documents as required or instructed.

• Ensure that no new encumbrances have been recorded against the property since the date of the Commitment for Title Guaranty by obtaining a pre-closing search certification from the abstractor.

• File for record with the county recorder the easement with attachments, subordinations, and affidavits, if applicable, and other documents, as instructed.

• Make payment to the Grantors from escrow the amount of the easement payment or distribute payment in accordance with the Grantor’s instructions (if applicable).

Immediately inform the COR that closing has occurred.

• Prepare and file IRS 1099-S (you are the Filer and the landowner is the Transferor) and provide a closing statement to the Grantors. NRCS has no preference as to what form you use for the closing statement, but you must send the COR a copy. Only the COR is authorized to sign closing statements on behalf of NRCS.

C.5 Post-Closing Requirements/Deliverables

C.5.1 E-mail a copy of the recorded Warranty Easement Deed to the COR immediately after recording, as the NRCS must report the acres under easement to the Farm Services Agency.

Be sure the recording information is clear and legible.

C.5.2 Have the Grantors’ abstract updated and certified by an abstractor who is a member of the Title Guaranty Division. When you have completed your abstract examination, please return the abstract to the Grantors.

C.5.3 Prepare a supplemental (final) title opinion.

C.5.4 Obtain a Title Policy from TGD by sending them a copy of your final title opinion, a copy of the recorded easement, and a check for the title guaranty premium. All exceptions to clear title should be removed from the Title Policy except those determined to be acceptable by

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C.5.5 Send the original of the recorded documents, a copy of the title opinion, and a copy of your closing statement to the COR not later than fourteen (14) days after recording the easement.

C.5.6 Prepare an invoice for services rendered, expenses incurred, and costs advanced. We will reimburse you for the items performed under this Statement of Work after the issuance of the Notice to Proceed, up to the amount approved for this agreement. Include the landowner’s name and NRCS contract number on the invoice.

C.5.7 All invoices are to be submitted via the electronic Invoice Processing Platform. Please note that invoices submitted before the COR has received all of the post-closing work (final title opinion, original recorded documents, and final title Guaranty Certificate) will be rejected.

C.6 Submission of material

C.6.1 Preliminary Title Reports are due within 6 weeks of the date the order is placed. If multiple reports have been ordered, then submit individual reports soon as complete and do not hold them for submission as a group.

C.6.2 A copy of your title opinion(s) must be sent to the NRCS COR no later than thirty (30) days after receiving your Notice to Proceed.

C.6.3 Schedule a closing within two (2) weeks of receiving final closing instructions and notify the USDA-NRCS Field Office and COR of the closing date and time. If unusual circumstances exist that will delay closing, inform the COR of the delay and the projected closing date.

C.6.4 E-mail a copy of the recorded Warranty Easement Deed to the COR immediately after recording, as the NRCS must report the acres under easement to the Farm Services Agency.

Be sure the recording information is clear and legible.

C.6.5 Send the original of the recorded documents, a copy of the title opinion, and a copy of your closing statement to the COR not later than fourteen (14) days after recording the easement.

C.6.6 All invoices are to be submitted via the electronic Invoice Processing Platform. Please note that invoices submitted before the COR has received all of the post-closing work (final title opinion, original recorded documents, and final title Guaranty Certificate) will be rejected.

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D Reserved

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E Inspection and acceptance

E.1 Work product must comply with the Statement of Work. Substantial performance constitutes acceptance.

E.2 Incomplete work: Payment will only be processed for work completed and accepted by the Government.

Deficiencies must be corrected before they can be listed on an invoice for payment.

E.3 Inspection and acceptance will be done by a USDA designated point of contact.

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F Performance

F.1 Period of Performance

F.1.1 The period of performance is from date of award through September 30, 2023.

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G Contract Administration Data

G.1 Farm Production and Conservation (FPAC) Clauses

G.1.1 FPAC 4I-52.232-70 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS –

INVOICE PROCESSING PLATFORM (IPP)

(a) Invoices must be submitted electronically through the U.S. Department of the Treasury’s Invoice Processing Platform System (IPP). The Contractor must use the IPP website (https://www.ipp.gov) for submitting invoices. Invoices submitted by means other than IPP will not be accepted unless the Contracting Officer authorizes alternate procedures in writing.

(b) Under this contract, the following document(s) are required to be submitted as attachment(s) to the IPP invoice:

Invoices should be submitted once the preliminary title searches are completed then again once closing services are completed.

Invoices shall have supporting documents attached within in IPP. The supporting documents should include a breakdown of the total amount. Travel costs must be broken down by the individual traveler and documentation supporting the costs being invoiced must be attached and clearly indicate the traveler it is associated with. The remaining non-travel amount must be broken down into the individual labor category and rate identified in this contract and the quantity of hours expended. No other amounts shall be listed on an invoice.

Invoices and supporting documentation shall be attached within the Invoice Processing Platform

(IPP) and shall not be submitted directly to the Contracting Officer.

(End of clause)

G.2 Payment

G.2.1 USDA pays for services in arrears (after service is completed). No payments will be made prior to the completion of service.

G.2.2 Payment will be made after receipt of invoice or acceptance of service whichever is later. Payment will be made via Electronic Funds Transfer.

https://www.ipp.gov/

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H Reserved

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I Contract Clauses

I.1 Agriculture Acquisition Regulation (AGAR) Provisions

I.1.1 AGAR 452.204-70 – Inquires (Feb 1988)

Inquiries and all correspondence concerning this solicitation should be submitted in writing to the Contracting Officer. Offerors should contact only the Contracting Officer issuing the solicitation about any aspect of this requirement prior to contract award.

(End of provision)

I.2 Farm Production and Conservation (FPAC) Provisions

I.2.1 FPAC 4I-52.233-70 Protests to the Agency

(a) An agency protest filed with the contracting officer shall be sent to the contracting officer’s mailing address or email address listed in the solicitation. The Vendor should contact the contracting officer to verify the mailing or email address prior to delivering a protest.

(b) The independent review of a contracting officer’s decision regarding a protest described at FAR 33.103(d)(4) is not available as an alternative to consideration of the protest by the contracting officer. An independent review is available only as an appeal of the contracting officer’s decision on a protest. An appeal must be filed within 10 calendar days of the protestor’s receipt of the contracting officer’s decision, otherwise the appeal will be deemed untimely and not considered.

The appeal must be directed to the Head of the Contracting Activity but sent to the contracting officer.

(c) The protest must contain all the elements required by FAR 33.103(d)(2). Failure to substantially comply with any of the requirements of FAR 33.103(d)(2) may be grounds for dismissal of the protest.

I.3 Federal Acquisition Regulations (FAR) Provisions

I.3.1 FAR 52.204-24 – Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the

Offeror has represented that it “does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument” in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items.

(a) Definitions. As used in this provision— https://www.acquisition.gov/content/52204-26-covered-telecommunications-equipment-or-services-representation#id19CAC0P0ESS https://www.acquisition.gov/content/52212-3-offeror-representations-and-certifications-commercial-items#i1060550

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Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

Nothing in the prohibition shall be construed to—

(i)Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii)Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to—

(i)Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii)Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment or services”.

(d) Representation. The Offeror represents that—

(1)It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information https://www.acquisition.gov/content/52204-25-prohibition-contracting-certain-telecommunications-and-video-surveillance-services-or-equipment#id1989I600I4C https://www.sam.gov/

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(2)After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that—

It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds “does” in paragraph (d)(2) of this section.

(e) Disclosures.

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded “will” in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer:

(i)For covered equipment—

(A)The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B)A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number;

and item description, as applicable); and

(C)Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii)For covered services—

(A)If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B)If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded “does” in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:

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(i)For covered equipment—

(A)The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B)A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number;

and item description, as applicable); and

(C)Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii)For covered services—

(A)If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B)If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

I.3.2 FAR 52.204-26 –Covered Telecommunications Equipment or Services-Representation (Dec 2019)

(a) Definitions. As used in this provision, “covered telecommunications equipment or services” has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment or services”.

(c) Representation. The Offeror represents that it □ does, □ does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument.

https://www.acquisition.gov/content/52204-25-prohibition-contracting-certain-telecommunications-and-video-surveillance-services-or-equipment#id1989I600I4C https://www.sam.gov/

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I.4 Agriculture Acquisition Regulation (AGAR) Clauses

I.4.1 AGAR 452.211-72 – Statement of Work/Specifications (Feb 1988)

The Vendor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified), to perform the objectives set forth in the Performance Work Statement/Specifications referenced in Section C.

(End of Clause)

I.4.2 AGAR 452.211-73 Attachments to Statement of Work/Specifications (Feb 1988)

The attachments to the Statement of Work/Specifications listed in Section J are hereby made part of this solicitation and any resultant contract.

(End of Clause)

I.4.3 AGAR 452.211-74 – Period of Performance (Feb 1988)

The period of performance is from date of award through September 30, 2023.

(End of Clause)

I.4.4 AGAR 452.246-70 – Inspection Acceptance (Feb 1988)

(a) The Contracting Officer or Contracting Officer’s duly authorized representative will Inspect and accept the supplies and/or services to be provided under this contract.

(b) Inspection and acceptance will be performed at the end of all services.

I.5 Federal Acquisition Regulation Clauses (FAR)

I.5.1 52.212-4 - Contract Terms and Conditions—Commercial Items (OCT 2018)

(a) Inspection/Acceptance. The Vendor 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

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(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 Vendor 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 Vendor 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 Vendor 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 Vendor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Vendor 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 Vendor 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) An invoice must include-

(i) Name and address of the Vendor;

(ii) Invoice date and number;

(iii) Contract number, 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 the person to notify in event of defective invoice; and http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1048610 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063244

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(ix) Taxpayer Identification Number (TIN). The Vendor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Vendor 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 Vendor 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 Vendor 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 Vendor 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 Vendor 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 Vendor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1050674 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1050705 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_212_5

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(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 line item or subline item, if applicable; and

(D) Vendor 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 Vendor 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 Vendor 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 Vendor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Vendor 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 Vendor has requested an installment payment agreement; or

(C) The Vendor 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-http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-33-protests-disputes-and-appeals#i1080268 https://www.acquisition.gov/content/part-32-contract-financing#i1081898

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

(B) The date of issuance of a Government check to the Vendor 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 Vendor.

(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 Vendor 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 Vendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subVendors to cease work. Subject to the terms of this contract, the Vendor 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 Vendor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Vendor 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 Vendor’s records. The Vendor 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 Vendor, or if the Vendor 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 Vendor for any amount for supplies or services not accepted, and the Vendor 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 Vendor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

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

(q) Other compliances. The Vendor 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 Vendor 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) [Reserved]

(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 Vendor 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.

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

I.5.2 52.212-5 – Contract Terms and Conditions Required to Implement Statutes or Executive Orders—

Commercial Items (JAN 2021)

(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) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(6) 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 Vendor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_203-19 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#id189A70O0P1N https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#unique_1605198408 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062680 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1048661 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1048698

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__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUNE 2020), 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 (JUN 2020) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

__ (ii) Alternate I (MAR 2020) of 52.219-3.

__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (MAR 2020) of 52.219-4.

__ (13) [Reserved]

X (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (MAR 2020) of 52.219- 6 (15 U.S.C. 644).

__ (ii) Alternate I (MAR 2020) of 52.219-6.

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