SGE50017R0038.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

SGE50017R0038

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

02/14/2017

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME Chris Heck

b. TELEPHONE NUMBER (No collect calls)

c. EMAIL heckc@State.gov

8. OFFER DUE DATE / LOCAL

TIME

03/16/2017 23:59:00

CODE FRANK

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

9. ISSUED BY X UNRESTRICTED OR SET ASIDE: % FOR

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS: 493110

SIZE STANDARD:

10. THE ACQUISITION IS

SEE

SCHEDULE

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS

RATED ORDER UNDER DPAS

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

STOCKCODE15. DELIVER TO

AMERICAN EMBASSY STOCKHOLM

DAG HAMMERSKJOLDS VAG 31

ATTN: GSO

STOCKHOLM, S-11589

SWEDEN

CODE FRANK16. ADMINISTERED BY

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

FACILITY

CODE

CODE

Contact Duns Telephone No.

17a. CONTRACTOR/OFFEROR STOCKCODE18a. PAYMENT WILL BE MADE BY

AMERICAN EMBASSY STOCKHOLM

DAG HAMMERSKJOLDS VAG 31

ATTN: GSO

STOCKHOLM, S-11589

SWEDEN

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER SEE ADDENDUM

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS

CHECKED

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES

(Use Reverse and/or Attach Additional Sheets as Necessary)

21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT

See Line Items Section

25. ACCOUNTING AND APPROPRIATION DATA

See Line Item Detail

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

X 27a. SOLICITATION INCORPORATES BY REFERENCES FAR 52.212-1, 52.212-4, FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA X ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4, 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN __1__ COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF. OFFER DATED . YOUR OFFER ON

SOLICITATION (BLOCK 5) INCLUDING ANY ADDITIONS OR CHANGES WHICH

ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 02/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

SGE50017R0038

001 BASE YEAR SERVICES

see Attachment 1 for detailed specifications

1.00 YR

(Start to End) Date FOB:

05/15/2017 to 05/14/2018 Destination

002 BASE YEAR 25% VAT 1.00 YR

(Start to End) Date FOB:

05/15/2017 to 05/14/2018 Destination

003 BASE YEAR DBA INSURANCE (if applicable) 1.00 YR

(Start to End) Date FOB:

05/15/2017 to 05/14/2018 Destination

1001 FIRST OPTION YEAR SERVICES

see Attachment 1 for detailed specifications

1.00 YR

(Start to End) Date FOB:

05/15/2018 to 05/14/2019 Destination

1002 FIRST OPTION YEAR 25% VAT 1.00 YR

(Start to End) Date FOB:

05/15/2018 to 05/14/2019 Destination

1003 FIRST OPTION YEAR DBA INSURANCE (if applicable) 1.00 YR

(Start to End) Date FOB:

05/15/2018 to 05/14/2019 Destination

2001 SECOND OPTION YEAR SERVICES

see Attachment 1 for detailed specifications

1.00 YR

(Start to End) Date FOB:

05/15/2019 to 05/14/2020 Destination

2002 SECOND OPTION YEAR 25% VAT 1.00 YR

(Start to End) Date FOB:

05/15/2019 to 05/14/2020 Destination

2003 SECOND OPTION YEAR DBA INSURANCE (if applicable) 1.00 YR

(Start to End) Date FOB:

05/15/2019 to 05/14/2020 Destination

3001 THIRD OPTION YEAR SERVICES

see Attachment 1 for detailed specifications

1.00 YR

(Start to End) Date FOB:

05/15/2020 to 05/14/2021 Destination

3002 THIRD OPTION YEAR 25% VAT 1.00 YR

(Start to End) Date FOB:

05/15/2020 to 05/14/2021 Destination

3003 THIRD OPTION YEAR DBA INSURANCE (if applicable) 1.00 YR

(Start to End) Date FOB:

05/15/2020 to 05/14/2021 Destination

SGE50017R0038

Line Item Summary

Solicitation Number:

SGE50017R0038

Contract Number: Title: Stockholm Warehousing Date of Solicitation:

02/14/2017

Line Item No. Description Quantity Unit Unit Price Total Cost

For Government use only

Do NOT enter prices here.

4001 FOURTH OPTION YEAR SERVICES

see Attachment 1 for detailed specifications

1.00 YR

(Start to End) Date FOB:

05/15/2021 to 05/14/2022 Destination

4002 FOURTH OPTION YEAR 25% VAT 1.00 YR

(Start to End) Date FOB:

05/15/2021 to 05/14/2022 Destination

4003 FOURTH OPTION YEAR DBA INSURANCE (if applicable) 1.00 YR

(Start to End) Date FOB:

05/15/2021 to 05/14/2022 Destination

SGE50017R0038

Line Item Summary

Solicitation Number:

SGE50017R0038

Contract Number: Title: Stockholm Warehousing Date of Solicitation:

02/14/2017

Line Item No. Description Quantity Unit Unit Price Total Cost

SGE50017R0038 Stockholm, Sweden Warehousing and Local Pickup / Deliveries Page 4 of 60

TABLE OF CONTENTS

Section 1 – The Schedule

SF 1449 cover sheet Continuation To SF-1449, Prices, Block 23 Continuation To SF-1449, Schedule Of Supplies / Services, Block 20 Description /

Specifications / Work Statement

Attachment 1 – Statement of Work (SOW) Attachment 2 – Prices Attachment 3 – Key Personnel Attachment 4 – Contract Information / Experience Listing

Section 2 – Contract Clauses

Contract Clauses Addendum to Contract Clauses - FAR and DOSAR Clauses not Prescribed in Part

Section 3 – Solicitation Provisions

Solicitation Provisions Addendum to Solicitation Provisions - FAR and DOSAR Provisions not Prescribed in

Part 12

Section 4 – Evaluation Factors

Evaluation Factors Addendum to Evaluation Factors - FAR and DOSAR Provisions not Prescribed in

Part 12

Section 5 – Representations and Certifications

Offeror Representations and Certifications Addendum to Offeror Representations and Certifications - FAR and DOSAR

Provisions not Prescribed in Part 12

SPACE INTENTIONALLY LEFT BLANK

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SECTION 1 – THE SCHEDULE

CONTINUATION TO SF-1449

PRICES – BLOCK 23

I BACKGROUND / SCOPE OF SERVICES

A. The American Embassy Stockholm requires warehouse lease, warehousing services, local pickups and deliveries. The contractors shall provide warehouse facilities, loading / unloading and transportation services including all required equipment in accordance with the specifications in Attachment 1 – SOW and the terms and conditions of the contract.

B. This is an Indefinite Delivery / Indefinite Quantity (IDIQ) type contract with fixed unit prices under which a firm fixed unit price task order will be issued. The contract shall remain unfunded. The fixed prices for the services are specified in Attachment 2 – Pricing. All quantities listed in the Schedule are reasonable estimates per year based on past experience. They do not obligate the American Embassy to order those quantities.

C. Minimum and Maximum Contract Amounts

As per FAR 52.216-22, "INDEFINITE QUANTITY," the minimum and maximum amounts for this indefinite quantity contract shall be any quantity or combination of supplies and services equal to the amount (s) set forth below. The US Government (USG) makes no guarantee as to the number of orders or actual amount of services that may be requested above the guaranteed minimum value for the life of the contract.

The minimum for this indefinite delivery, indefinite quantity contract is SEK15,000.00 for the base and all option periods (combined).

The maximum for this indefinite quantity contract (if the USG exercises all options) shall be any quantity or combination of supplies and services with a contract value of

SEK9,000,000.00.

II ABBREVIATIONS / ACCRONYMS / DEFINITIONS (and Attachment 1)

Acronym Definition

QA

Quality Assurance

QC

Quality Control

QCP

Quality Control Plan

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III PRICES

A.1 The contractor shall complete all work, including furnishing all labor, material, equipment and services, unless otherwise specified herein, required under this contract for the firm fixed unit prices indicated below and within the time specified herein. The prices entered into Attachment 2 – Pricing shall include all costs for labor, materials, profit, and, if applicable, value added tax (VAT).

Any costs not separately priced will be considered to be included in the prices as overhead or other indirect cost. No additional sums will be payable on account of any escalation in the cost of materials, equipment or labor, or because of the contractor's failure to properly estimate or accurately predict the cost or difficulty of achieving the results required by this contract unless a situation as described in paragraph 1.A.3 below occurs. Nor will the contract price be adjusted on account of fluctuations in the currency exchange rates.

A.2 The currency shall be fixed and cannot be changed by modification to the contract.

A.3 Price Adjustment Based on Laws – Prices may be adjusted during the performance period of the contract as a result of laws enacted by the host government, if such change in the laws has a direct impact on the cost to the contractor to perform this contract at the contracted rate. In that event, the Contracting Officer may enter into negotiations with the contractor to modify the contract to adjust the premium rate(s). The contractor agrees to provide all documentation necessary to support any requested adjustment.

B.1 VAT – If applicable, the contractor shall be responsible for paying to the appropriate authority the applicable rate of Value Added Tax (VAT). Offerors shall identify the VAT as a separate line item (see Attachment 2). The VAT shall also be a separate cost item on all invoices submitted against task orders under the resulting contract. The contractor will be reimbursed for VAT only up to the amount listed in each task order and upon presentation of proof that VAT has been paid to the host country government. If the contractor receives a VAT refund from the host government he shall re-pay the refund amount to the US Government.

B.2 DEFENSE BASE ACT (DBA) INSURANCE

DBA insurance is required for all United States citizens or residents and individuals hired in the United States, regardless of citizenship. Only the countries listed currently on the Department of Labor’s (DOL) Active DBA Waivers are not required to have DBA insurance. (See website:

https://www.dol.gov/owcp/dlhwc/dbawaivers/dbawaivers.htm). The waiver is only valid if alternative worker’s compensation benefits are provided to the waived employees pursuant to applicable local law. If there are no local worker’s compensation laws, the waiver has no effect and local and foreign nationals working under a U. S. contract are covered under the DBA.

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The DBA insurance may be obtained from any authorized DBA insurance broker, see Sub-Section I.14, FAR 52.228-3 WORKER’S COMPENSATION INSURANCE (DEFENSE BASE ACT) (APR 1984). New DBA insurances policies can be purchased directly from any DOL approved insurance carrier. A list of DOL approved carriers may be found at http://www.dol.gov/owcp/dlhwc/lscarrier.htm

The contractor will be reimbursed for DBA only to the extent the contractor provides documentary proof that DBA has been paid and only to the extent quoted the Attachment 2 – Prices.

C. Offeror, insert the currency of prices offered __________________

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CONTINUATION TO SF-1449

SCHEDULE OF SUPPLIES / SERVICES, BLOCK 20

DESCRIPTION / SPECIFICATIONS / WORK STATEMENT

IV SPECIFICATIONS

The specifications for this contract are provided as Attachment 1

V CONTRACT ADMINISTATIVE REQUIREMENTS AND PROCEDURES

V.1 Contractor Responsibility (also see Attachment 1, paragraph 4.10)

a. General – The contractor shall be responsible for the facility and all labor, tools, instruments, reporting, notification and other tasks or materials required in the performance of the work under this contract.

b. Liability – If damage is caused to the items moved during the execution of the work required under this contract, the contractor shall eliminate / repair such damage at no additional cost to the USG.

The contractor shall have appropriate full liability insurance per Swedish law and provide documentation of same to the USG / COR.

NOTE: Proof of insurance shall be provided as part of the proposal.

V.2 Miscellaneous Contractor Requirements – A contract with the USG conveys no special privileges or immunities to the contractor. The contractor is an independent commercial concern and not a part of the U.S. mission. The contractor's employees are not USG employees. If registration of this contract with any government or authority is required by law it will be the sole responsibility of the contractor, and any fees, taxes, or other duties shall be payable by the contractor without recourse to the USG of the amounts thereof.

V.3 Physical and Information Security Requirements

V.3.1 The contractor shall be responsible for safeguarding all government information provided for contractor use. The contractor will allow only the necessary employees to have access to the information provided by the government. All material produced for U.S. Embassy Stockholm will be the sole property of the USG. The contractor shall not release any concepts, material in production, or produced material to anyone, unless authorized by the USG.

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V.3.2 The contractor shall immediately report any and all occurrences of personnel outside their agency inquiring about personnel and work being completed with the U.S.

Embassy Stockholm to the COR or contracting officer. All relevant personally identifiable information (PII) shall not be provided to anyone person or any entity outside the U.S. Embassy Stockholm.

V.3.3 All documents shall be controlled and disseminated on a need-to-know basis.

Reproduction and distribution is prohibited without express approval of the USG.

All design documents generated shall be annotated as follows:

WARNING

This document is the property of the US Government.

Further reproduction and / or distribution are prohibited without the express written approval of the US Government.

V.3.4 All documents shall be marked and handled in strict accordance with all applicable requirements and regulations. Proposed and actual contract documents shall only be disseminated on a strict need-to-know basis, and shall not be further disseminated without prior authorization from the USG.

V.3.5 Those receiving any type of proposed and / or actual contract documents shall be responsible for these materials while in their possession, or that of any of their subcontractors. They shall return all documents, including all copies, promptly upon demand by the USG.

V.4 QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

This plan is designed to provide an effective surveillance method to promote effective contractor performance. The QASP provides a method for the COR to monitor contractor performance, advise the contractor of unsatisfactory performance, and notify the Contracting Officer of continued unsatisfactory performance. The contractor, not the USG, is responsible for management and quality control to meet the terms of the contract. The role of the USG is to conduct quality assurance to ensure that contract standards are achieved.

Performance Objective Reference Performance Threshold

Reporting of damaged goods noticed during receiving / handling

Attachment

1, SOW

C.1.4.11.3

On arrival the contractor shall count, receive, unload and inspect the goods. If any damage is discovered during the unloading of the container contractor staff shall report that damage to the COR within 24 hours. The damage report shall include photographs of damaged items and the container seal.

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Reporting of missing items noticed during receiving / handling in

Attachment

1, SOW

C.1.4.11.3

On arrival the contractor shall count, receive, unload and inspect the goods. If any items are discovered missing during the unloading of the container contractor staff shall report those shortages to the COR within 24 hours. The missing-items report shall include the container seal, the corresponding packaging slip and a detailed list of the missing items.

Delivery of furniture to the appointed location / residence

The furniture shall be delivered and placed / installed in a timely manner (i.e. as instructed in the task orders). During the delivery a USG representative will be present who will inspect the furniture and sign off on the delivery report. If any damage is discovered the contractor shall be responsible for that damage.

SURVEILLANCE – The COR will receive and document all complaints from USG personnel regarding the services provided. If appropriate, the COR will send the complaints to the contractor for corrective action.

STANDARD – The performance standard is that the USG receives no more than one (1) complaint per month. The COR shall notify the Contracting Officer of the complaints so that the Contracting Officer may take appropriate action to enforce the inspection clauses in Section 2.

PROCEDURES

a. If USG personnel observe unacceptable services, either incomplete work or required services not being performed they will contact the COR.

b. The COR will complete appropriate documentation to record the complaint.

c. If the COR determines the complaint is valid, the COR will inform the contractor and give the contractor additional time to correct the defect, if additional time is available.

The COR shall determine how much time is reasonable.

d. The COR shall, as a minimum, orally notify the contractor of any valid complaints.

e. If the contractor disagrees after investigation and challenges the validity of the complaint, the contractor will notify the COR. The COR will review the matter to determine the validity of the complaint.

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f. Repeat complaints are not permitted for any services. If a repeat complaint is received for the same deficiency during the service period, the COR will contact the Contracting Officer for appropriate action under the Inspection clause.

The COR or his / her designee shall make random inspections at the work locations in accordance with the ‘INSPECTION’ clauses in Section 2.

V.5 KEY PERSONNEL

The contractor shall assign to this contract the key personnel to the identified position / function (see Attachment 3 – Key Personnel).

During the entire performance period of this contract, the contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events. The proposed substitute shall possess qualifications comparable to the original key person, as well as satisfying any minimum standards set forth elsewhere in the solicitation / contract. The Contracting Officer will notify the contractor within 15 calendar days after receipt of all required information of the decision on the substitution.

V.6 Laws And Regulations

V.6.1 Compliance Required – The contractor shall, without additional expense to the

USG, be responsible for complying with all laws, codes, ordinances, and regulations applicable to the performance of the work, including those of the host country, and with the lawful orders of any governmental authority having jurisdiction.

V.6.2 Labor, Health and Safety Laws and Customs – The contractor shall comply with all local labor laws, regulations, customs and practices pertaining to labor, safety, and similar matters, to the extent that such compliance is not inconsistent with the requirements of this contract.

V.7 Contract Administration Data

V.7.1 Authority of the Contracting Officer – All work shall be performed under the general direction of the Contracting Officer, who alone shall have the power to bind the Government and to exercise the rights, responsibilities, authorities and functions vested by the contract, except that the Contracting Officer and the Procurement Executive shall have the right to designate authorized representatives to act for the Contracting Officer, as specifically provided in the designation of that individual, such as the COR.

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V.7.2 Government Personnel

Contracting Officer Tandra Jones

Contract Administrator Chris Heck

HeckC@state.gov

Contracting Officer's Representative (COR) Emil Olsson

Stockholm GSO Warehouse Supervisor

OlssonE@state.gov

V.7.3 Invoices, Review and Payment on Funded Task Orders

Invoices shall be issued monthly listing all tasks performed during the time covered. Value Added Tax (VAT) shall be a separate line item on each invoice.

The contractor shall e-mail the invoice as pdf document to the COR and Stockholm FAP at stkfap@state.gov or mail it to the address on page 1, block 21 of the annual task order.

Each invoice shall include the items listed in Section 2, FAR 52.212-4 g.1.

Payment shall be made in the currency the contractor specified in Attachment 2 – Pricing.

V.7.4 Advance Payment shall not be authorized under this contract.

V.7.5 Changes In Ownership – The contractor shall furnish the COR advance notification

(90 calendar days prior to the effective date) of any disposition or the change in ownership or terms of lease of any facilities utilized by him for performance of any service under this contract.

V.8 Funding / Task Orders / Procedures

V.8.1 The contract remains unfunded; funding will be provided by issuing an annual task order. Each task order will contain the following information:

Name of contractor Contract number Task order date Task order number Name of person placing the order Unit prices and total price for each line item VAT or other taxes as a separate item, if applicable COR and post points of contact, including their e-mail addresses applicable contract clauses, either in reference or in full text if necessary

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V.8.2 Only an RPSO Contracting Officer may place a task written order.

V.9 Choice of Law

This contract shall be construed and interpreted in accordance with the substantive laws of the United States of America. By the execution of this contract, the contractor expressly agrees to waive any rights to invoke the jurisdiction of local national courts where this contract is performed and agrees to accept the exclusive jurisdiction of the United States Civilian Board of Contract Appeals and the United States Court of Federal Claims for hearing and determination of any and all disputes that may arise under the Disputes clause of this contract.

V.10 Start / Period of Performance / Working Hours / Local Holidays

Contract performance is estimated to start May 15, 2017. The period of performance is one year, with three possible annual option years. Option years, if exercised, shall be for twelve (12) months each, commencing at the expiration of the previous period of performance.

The USG may extend this contract in accordance with the option clause in Section 2, FAR 52.217-9, Option to Extend the Term of the Contract - Deviation, which also specifies the total duration of this contract.

The Government may exercise the option set forth at Section 2, "FAR 52.217-8, Option to Extend Services", within the currently ongoing period of performance.

Notwithstanding the expressed contract expiration date, this contract shall remain in full force and effect until the last items or services ordered hereunder have been delivered and accepted by the Government.

Working hours shall be 08:00 - 16:30 hours, Monday through Friday except for the holidays identified below. Other hours may be approved by the COR.

In addition to the U.S. holidays in clause 652.237-72 (Section 2), the American Consulate General Frankfurt observes the following Swedish holidays:

Epiphany Day Good Friday Easter Monday Ascension Day Swedish National Day Midsummer Eve Boxing Day

Observance of such holidays by Stockholm Embassy personnel shall not be cause for additional period of performance or entitlement to compensation to the contractor except as set forth in the contract. If the contractor's personnel work on a holiday, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, unless authorized by the Contracting Officer pursuant to an overtime clause elsewhere in this contract.

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V.11 List Of Attachments

Attachment 1

Statement of Work (SOW)

Attachment 2

Pricing

Attachment 3

Key Personnel

Attachment 4

Contract Information Sheet / Experience Listing

END OF SECTION 1

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SECTION 2 – CONTRACT CLAUSES

52.212-4 – CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (JAN 2017)

a. Inspection / Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

b. Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g.,use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

d. Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

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

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

f. Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is

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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.

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(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.

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(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.

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(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.

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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.

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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.

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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 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.

ADDENDUM TO 52.212-4

Paragraph c. Changes. FAR 52.243-1 Changes, Alt. IV is included as an addemdum.

52.212-5 – CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (JAN 2017)

a. The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

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

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(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:

___ (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).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

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

_X_ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Oct 2016) (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).

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

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

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

___ (10) [Reserved]

___ (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 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

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

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___ (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 (Nov 2016) (15 U.S.C.

637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C.

637 (d)(4)).

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

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

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

___ (v) Alternate IV (Nov 2016) of 52.219-9.

___ (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).

___ (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)).

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___ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Dec 2015) (15 U.S.C. 637(m)).

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

_X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Oct 2016) (E.O. 13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (28) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

_X_ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

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

_X_ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C.

4212).

_X_ (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).

_X_ (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) 52.222-59, Compliance with Labor Laws (Executive Order 13673) (Oct 2016). (Applies at $50 million for solicitations and resultant contracts issued from October 25, 2016 through April 24, 2017; applies at $500,000 for solicitations and resultant contracts issued after April 24, 2017).

Note to paragraph (b)(35): By a court order issued on October 24, 2016, 52.222-59 is enjoined indefinitely as of the date of the order. The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, GSA, DoD and NASA will publish a document in the Federal Register advising the public of the termination of the injunction.

___ (36) 52.222-60, Paycheck Transparency (Executive Order 13673) (OCT 2016).

___ (37) (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.)

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___ (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.)

___ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693)

___ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration…