SBAHQ-15-Q-0049_Amend_1_RFQ.pdf

Request For Quotation

SBAHQ-15-Q-0049

Company Name: NAICS 541611 Attention:

Tel Number:

Email:

Item Description Quantity Unit Total Price Price

Line 0001 Labor Category #1 ______ _______ _______

Line 0001 Labor Category #2 ______ _______ _______

Line 0002 Other Direct Costs _____ ______ ______

Line 0003 Travel __N/A_

Total Price of all line items $________

Please provide your applicable fully loaded Labor Rates, number of hours , total price for each labor category, and any applicable ODC’s in the above schedule. Travel will be funded as needed, please do not include in travel your quote. The award will be issued as Firm Fixed Price.

SAM registered yes / no DUNS number ______________

Small Business yes / no

Signature: __________________________________________________ Dated: _____________

Note: Offerors may use another format for submission of quotes. However, all quotes must contain the minimum information required required under FAR 52.212-1, Instructions to Offerors, Commercial Items (February 2012)

Small Business Administration

DFC/Acquisition Division Attn: Leonard Spakow Phone: (303) 844-7993 E-Mail Address: Leonard.Spakow @sba.gov

Solicitation Notification

The U.S. Small Business Administration (SBA), Office of International Trade (OIT) is requesting a quote for Financial Services. We currently desire to issue a single Purchase Order with a base period of 18 months under this solicitation.

The purpose of this solicitation is to select a contractor who shall provide financial examinations, review responses to financial recommendations, perform financial analysis, program evaluations and provide routine status reports as described in the Statement of Work.

INSTRUCTIONS TO OFFERORS

Submission of Quotes.

Please submit your quote to Lenny Spakow, Contract Specialist, by e-mail – leonard.spakow@sba.gov - on or before the close date with RFQ number SBHQ-15-Q-0049 in the subject line. Offers that do not contain a, technical response (including all applicable labor category descriptions); past performance information, and price quote will not be considered for award. Please submit your technical and price quote as described below.

Technical Approach: The contractor shall submit a technical response defining the scope of work and resources necessary to execute the work to be performed under this contract including applicable labor category descriptions.

Past Performance: Provide documentation and references for past performance on previous comparable projects in the past three years. Whereas experience describes the work performed, past performance describes the knowledge and/or skills you gained from the work performed. Provide “lessons learned” from your past performance. For those contracts with less than positive performance, provide a description of the problems and the efforts made to correct and prevent future occurrences.

Page Limits: Technical Approach and past performance information together is limited to no more than 10 pages, including cover pages, resumes and attachments. Any materials submitted that exceed the 10 page limit shall not be provided for review by the Technical Evaluation Panel

Cost/Price: Price must be contained in a separate document excluded from technical approach, and past performance information. Please provide your applicable fully loaded Labor Rates, number of hours, total price for each labor category, and any applicable ODC’s in the above RFQ schedule. Travel will be funded on an as needed basis, please do not include travel in your quote. The award will be issued as Firm Fixed Price.

A written notice of award or acceptance of a quote mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the quote, shall result in a binding contract without further action by either party. Before the quote’s specified expiration time, the Government may accept a quote, whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award. FAR 15 is not applicable to this procurement.

EVALUATION FACTORS FOR AWARD

The Government reserves the right to make award to the responsible offeror whose offer conforms to the solicitation and represents the best value to the government. The government will consider three factors:

(1) Technical Approach, (2) Past Performance, and (3) Cost/Price. Technical Approach will be more important than Past Performance. When combined, Technical Approach, and Past Performance are significantly more important than cost or price. SBA will assign an overall rating for Technical Approach based on the ratings received for each factor. SBA shall evaluate all responses received using the following evaluation criteria. SBA will consider the level of effort and the mix of labor proposed to perform the specific task ordered and will determine whether the proposed price is reasonable. Only those offers who are rated as technically acceptable or above will be evaluated on Past Performance and Cost/Price.

FACTOR 1: TECHNICAL APPROACH

The offeror’s proposal will be evaluated to ensure that it demonstrates the following:

1. A sound and thorough understanding of all elements of the Statement of Work

2. Personnel proposed with applicable qualifications and education levels.

3. Specified knowledge and familiarity with and understanding of small business finance analysis and evaluation.

4. Ability to perform financial examination as outlined in the statement of work.

The following rating method shall be used in the evaluation of the technical factors listed above:

Excellent: Based on the quoter's technical approach, no doubt exists that the quoter will successfully perform the required effort. The technical approach shows a complete understanding and methodology for completing the work within the standards and workload specified.

Good: Based on the quoter's technical approach, little doubt exists that the quoter will successfully perform the required effort. The technical approach shows an acceptable understanding and methodology for completing the work within the standards and workload specified.

Marginal: Based on the quoter's technical approach, some doubt exists that the quoter will successfully perform the required effort. The technical approach shows a marginal understanding and methodology for completing the work within the standards and workload specified.

Poor: Based on the quoter's technical approach, serious doubt exists that the quoter will successfully perform the required effort. The technical approach demonstrates significant deficiencies in understanding and implementing performance of the work within the standards and workload specified.

FACTOR 2: PAST PERFORMANCE

The evaluation will be based on information obtained from references provided by the offeror, other relevant past performance information obtained from other sources known to the Government, and any information supplied by the offeror concerning problems encountered on the identified contracts and corrective action taken.

The following rating method shall be used in the evaluation of past performance:

Excellent - Performance met all contract requirements and exceeded many. Problems, if any, were negligible, and were resolved in a timely and highly effective manner

Good: Performance met all contract requirements and exceeded some. There were few minor problems, which the contractor resolved in a timely, effective manner.

Satisfactory: Performance met contract requirements. There were some minor problems, for which corrective actions taken by the contractor were satisfactory

Neutral: Contractor has no record of past performance, or the record is inconclusive.

Marginal: Performance did not meet some contractual requirements. There were problems, some of a serious nature, for which corrective action was only marginally effective.

Poor: Performance did not meet contractual requirements. There were serious problems, and the contractor’s corrective actions were ineffective

The Government will assess the relative risks associated with each offeror. Performance risks are those associated with an offeror's likelihood of success in performing the acquisition requirements as indicated by that offeror's record of past performance.

The assessment of performance risk is not intended to be the product of a mechanical or mathematical analysis of an offeror's performance on a list of contracts but rather the product of subjective judgment by the Government after it considers all available and relevant information.

When assessing performance risks, the Government will focus on the past performance of the offeror as it relates to all acquisition requirements, such as the offeror's record of performing according to specifications, including standards of good workmanship; the offeror's adherence to contract schedules, including the administrative aspects of performance; the offeror's reputation for reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the offeror's business-like concern for the interest of the customer.

The Government will consider the currency and relevance of the information, source of the information, context of the data, and general trends in the offeror's performance. The lack of a relevant performance record may result in an unknown performance risk assessment, which will neither be used to the advantage nor disadvantage of the offeror.

FACTOR 3: COST/PRICE

The government will evaluate the proposed rates for the labor categories in the Pricing Schedule of the solicitation for best value and completeness. The Government will also evaluate cost and price realism with regard to the ability of the offeror to meet requirements in terms of skills required, complexity of disciplines and job difficulty, if the Government deems such analysis necessary.

Travel: is not on the bid schedule and will not be evaluated. This is a NTE line item and is funded in the amount estimated for the travel required. The contractor shall be required to travel on occasion usually throughout the contiguous USA. Only travel costs allowable under FAR 31.205-46 Travel Costs will be reimbursed. All travel costs are subject to the reimbursement limitations set forth in FAR 31.205-46 Travel Costs and any limitations established by the terms of an order.

Award Determination:

The SBA reserves the right to award this agreement based on initial quotes received, without discussions or negotiations; therefore, it is critically important that each quote be fully responsive to the solicitation without exception to any provision. The SBA anticipates awarding to the offeror whose response is the “best value” to the SBA, proposed price and other factors considered. The Contracting Officer may consider award to other than the lowest priced offeror when in the best interest of the Government. The SBA reserves the right to make no award pursuant to this solicitation. The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. If the Contracting Officer determines that the number of quotes that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of responses in the competitive range to the greatest number that will permit an efficient competition among the most highly rated quotes. The importance of price will increase as the technical merit of the responses becomes more equal. Among quotes that are substantially equal in technical merit, price may become the determinative factor for award; thus, the responses offering the SBA the best value, technical and price factors considered, shall be considered for award. The award may be made to other than the offeror with the lowest price or the highest technical rating. A written notice of award or acceptance of a quote, as specified in the solicitation, may result in a binding contract without further action by either party. Before the solicitation’s specified expiration time, the government may accept a quote unless a written notice of withdrawal is received before award.

Statement Of Work

Financial Examinations and Financial Analysis Final Report

PURPOSE:

The Small Business Administration (SBA) has been providing assistance to Americans to start, build, and grow businesses for nearly 60 years. The SBA is the one Government agency with direct responsibility for assisting the nation’s 2 million small businesses.

The Office of International Trade (OIT) is a Federal program. The SBA’s Office of International Trade's mission is to enhance the ability of small businesses to compete in the global marketplace. As SBA's office for the support of small business international trade development, the office works in cooperation with other federal agencies, and public- and private-sector groups to encourage small business exports and to assist small businesses seeking to export.

The OIT provides various services through State Trade and Export Program (STEP) grants. OIT requires that every awardee receive a financial examination every two years. Once the financial examinations have been completed, OIT will ensure the awardees comply with all recommendations, which are based on Federal cost accounting principles.

The OIT requires 20 financial examinations and requires 20 reviews of states’ responses to recommendations in financial examinations.

To ensure complete compliance with cost accounting principles, OIT uses trained auditors to review awardees’ corrective action plans. The end-product of this procurement will be the final report that summarizes the 20 financial examinations, plus the 20 reviews of the 20 states’ responses to recommendations in the 20 financial examinations. The report will also include a list of all actions the OIT must take. For example, the report will include a list of all monies that must be recovered, all state processes that must be changed, and any OIT processes that should be changed.

The program requires a financial examination of each awardee every two years. The overall goal is to analyze the financial management by the states of the STEP funds. For example, based on the totality (Task 6, Final Report) of the financial management of STEP funds, the STEP program office may need to change how all the states manage funds. It is the totality of the financial management that tells the program office of systemic problems. However, when necessary, individual state’s financial management problems will also be observed and corrected.

Labor Category Description

Senior Analyst ‐ responsible for developing the financial examination methodology and running the financial examinations, and performs work of a technically complex nature often directing the work of Analysts and Junior Analysts. This position typically has a bachelor’s degree in an accredited college or university degree program, in a field related to the specific subcategory (for example, financial analyst or technical writer) and has six or more years of experience performing work identified by the specific subcategory. An advanced degree can substitute for two years of experience.

Analyst ‐ sets up the financial examinations and conducts research for the financial examinations. Responsible for performing technical work of a moderately complex nature under the direction of a Senior Analyst. Does not require bachelor’s degree in an accredited college or university degree program, but typically has at least one year of experience performing work identified by the specific subcategory.

TECHNICAL SPECIFICATIONS:

1. Task 1. Financial Examinations. Financial Examinations. The contractor will perform financial examinations of grantees. The financial examination will be performed in accordance with current, appropriate cost accounting standards. The financial examinations may be on site or off site, which will be at the direction of the OIT. The regulations that provide guidance for the financial examinations are those found in the “Super Circular”, cited as 2 CFR Part 200. The OIT requires 20 financial examinations.

The financial examinations are conducted individually. However, the STEP program office must understand the totality of the financial management of the entire STEP program so that systemic problems are understood and then systemic changes are made to all grantees. The only way to understand systemic problems and trends is via Task 6, Final Report which analyzes the outcomes of Task 1.

2. Task 2. Review Responses to Financial Examination Recommendations. Following the completion of a financial examination, OIT asks the state for a plan to address all financial examination recommendations. OIT will ask the contractor to evaluate the state’s plan and provide the OIT with an assessment of the plan as to whether the plan adequately addresses all recommendations. Additionally, OIT will expect the contractor to review any additional documentation from the state and assess whether the state has complied with recommendations. Given that the contractor will have minimal access to state’s records and documents, OIT expects only that the contractor will assess state’s compliance using nominal documentation. The OIT requires 20 reviews of recommendations in financial examinations.

3. Task 3. Financial Analysis. This is ad hoc financial analysis related to grantees.

4. Task 4. Weekly Status Reports. This is a conference call with the COR where OIT discusses all active projects and any inhibitors to the timely completion of the projects.

5. Task 5. Monthly Status Reports. This is a written report where all active and completed projects are summarized.

6. Task 6. Final Report. This report will deliver the final version of each financial examination. The final report will re-state all the draft financial examinations described in Task 1, including all changes that may have been made to the draft financial examinations. The final report will include a summary of all actions the OIT must take in response to the financial examinations. For example, the report will include a section that highlights monies that must be recovered, by state. The report will include processes that must be changed by state, The report will also include any recommendations to processes the OIT follows.

DELIVERABLES SCHEDULE

DELIVERABLES SCHEDULE

Task Deliverable Schedule

Task 1.

Financial Examinations.

Contractor will provide the results of the 20 financial examinations.

Six months after the date of the announcement letter, unless otherwise agreed to by the OIT.

Task 2. Review Responses.

Contractor will provide as assessment of the state’s response to the 20 financial examination recommendations.

30 days after receiving the state’s plan, unless otherwise agreed to by the OIT.

Task 3.

Financial Analysis

White paper or other appropriate deliverable, based on the nature of the financial analysis.

7 days after receiving the state’s plan, unless otherwise agreed to by the OIT.

Task 4.

Weekly Status

Contractor will call into the weekly conference call and present the status of all outstanding projects.

Weekly.

Task 5.

Monthly Status Report

Contractor will provide a written status report of all open and closed projects.

Monthly.

Task 6. Final Report

Contractor will provide the final version of each financial examination.

18 months after date of award.

QUALITY ASSURANCE SURVELLIANCE PLAN

Inspection and acceptance of services will be in accordance with a Quality Assurance Surveillance Plan (QASP) shown below

Task Performance Indicators

Performance Standards

AQL –

Acceptable Quality Level

Surveillance Method

Task 1.

Financial Examinations.

The report of the 20 financial examinations shall contain details of all background information, observations, findings and recommendations.

The report shall address the nature of the financial examination, the sample, the background information, and the basis for the observations, findings, and recommendations

1. Report will be 95% accurate with minor revisions.

2. Must be timely. That is plus or minus 1 week.

3. Spelling and grammar must be 95% accurate with minor revisions.

The COR will conduct weekly conference calls that are expected to last 30 minutes.

During this call, the contractor will update the COR on all outstanding activities. The contractor will also submit a monthly written status report of all completed and uncompleted work.

Task 2. Review Responses.

The review of the 20 states’ plans to address recommendations will contain as assessment of the states’ plan. The assessment should detail specific recommendations, analysis of the plan, and detailed explanation of the assessment.

The assessment shall address the recommendation, the plan to comply with the recommendations

1. The assessment will be 95% accurate with minor revisions.

2. Must be timely. That is plus or minus 1 week.

3. Spelling and grammar must be 95% accurate with minor

The COR will conduct weekly conference calls that are expected to last 30 minutes.

During this call, the contractor will update the COR on all outstanding activities. The contractor will also submit a monthly written status report of all completed and uncompleted work.

revisions.

Task 3.

Financial Analysis

This is ad hoc financial analysis work. However, the work shall contain details of the task as well as any conclusions or recommendations.

This work product shall address all elements of the task.

1. This work product will be 95% accurate with minor revisions.

2. Must be timely. That is plus or minus 1 week.

3. Spelling and grammar must be 95% accurate with minor revisions.

The COR will conduct weekly conference calls that are expected to last 30 minutes.

During this call, the contractor will update the COR on all outstanding activities. The contractor will also submit a monthly written status report of all completed and uncompleted work.

Task 4. Weekly Status

This weekly conference call will be call-in. The contractor will be expected to discuss all open tasks, as well as any problems to delivery.

The verbal reporting will be complete and current.

The contractor will call in on time, 100 percent of the time.

The COR will conduct the conference calls and monitor performance during this call.

Task 5.

Monthly Status Reports

The contractor will submit a monthly status report of all open and closed tasks.

The content will be nominally address all open tasks and the status of the plans to conduct all future tasks.

The report will be due on the 1st of each month and be complete and current.

1. Report will be 95% accurate with minor revisions.

2. Must be timely. That is plus or minus 1 week.

3. Spelling and grammar must be 95%

The COR will survey all work as it is submitted.

accurate with minor revisions.

Task 6. Final Report

The contractor will submit a report that contains the final versions of all financial examinations.

The report will be due 18 months after the date of the order.

1. Report will be 95% accurate with minor revisions.

2. Must be timely. That is plus or minus 1 week.

3. Spelling and grammar must be 95% accurate with minor revisions.

The COR will survey all work as it is completed.

Contract Administration

1. Contracting Officer-The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this SOW and not withstanding any clauses contained elsewhere in this contract, the said authority remains solely with the Contracting Officer.

2. The Contracting Officer’s Representative (COR) will represent the Contracting Officer in administration of the technical details within the scope of this SOW. The COR is responsible for final inspection and acceptance of all reports and such other responsibilities as may be specified in the commitments of any kind on behalf of the Contracting Officer or the Government. The COR does not have authority to alter the Contractor’s obligations or change the SOW; changes will be issued in writing and signed by the Contracting Officer. The COR will be appointed by the contracting officer under separate cover.

Contract Clauses

52.212-4 -- 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 Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71,Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include --

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

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

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

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer— System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data.

To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

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

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

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database.

Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations.

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

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or https://www.acquisition.gov/ 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)

52.212-5 -- Contract Terms and Conditions Required to Implement Statutes or Executive Orders. (Mar 2015)

(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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

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

[Contracting Officer check as appropriate.]

___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (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 (Jul 2013) (Pub.

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

___ (5) [Reserved]

___ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (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 (Aug 2013) (31 U.S.C. 6101 note).

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

___ (10) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Public Law 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

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

___ (ii) Alternate I (Nov 2011) of 52.219-3.

___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (ii) Alternate I (Jan 2011) of 52.219-4.

___ (13) [Reserved]

___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

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

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

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

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Oct 2014) (15 U.S.C. 637 (d)(4)).

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (iv) Alternate III (Oct 2014) of 52.219-9.

XX (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

___ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

XX (22) 52.219-28, Post Award Small Business Program Representation (Jul 2013) (15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

___ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

XX (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

XX (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

XX (27) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

XX (28) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

XX (29) 52.222-35, Equal Opportunity for Veterans (Jul 2014) (38 U.S.C. 4212).

XX (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

XX (31) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212).

XX (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

___ (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O.

13627).

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

___ (34) 52.222-54, Employment Eligibility Verification (Aug 2013). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (36) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514

___ (ii) Alternate I (Jun 2014) of 52.223-13.

___ (37) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-14.

___ (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (39) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Jun 2014) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-16.

XX (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

___ (41) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

___ (42) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112- 43).

___ (ii) Alternate I (May 2014) of 52.225-3.

___ (iii) Alternate II (May 2014) of 52.225-3.

___ (iv) Alternate III (May 2014) of 52.225-3.

___ (43) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

___ (44) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

___ (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (49) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C.

2307(f)).

XX (50) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (51) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul…