RFQ_SOL-111-16-000002_final.pdf

SOLICITATION/CONTRACT 1. THIS CONTRACT IS A RATED

5. SOLICITATION TYPE2. CONTRACT NO. 4. SOLICITATION NUMBER

PAGE OF PAGES

7. ISSUED BY CODE 8. THIS ACQUISITION IS

BIDDER/OFFEROR TO COMPLETE BLOCKS 11, 13, 15, 21, 22, & 27

RATING

ORDER UNDER DPAS (15 CFR 700)

3. AWARD/

EFFECTIVE DATE ISSUE DATE

6. SOLICITATION

UNRESTRICTED OR SET ASIDE:

SMALL BUSINESS

SIZE STANDARD:

9. (AGENCY USE)

NO COLLECT CALLS

10. ITEMS TO BE PURCHASED (BRIEF DESCRIPTION)

SUPPLIES SERVICES

11. IF OFFER IS ACCEPTED BY THE GOVERNMENT WITHIN

CALENDAR DAYS (60 CALENDAR DAYS UNLESS OFFEROR INSERTS A DIFFERENT

PERIOD) FROM THE DATE SET FORTH IN BLOCK 9 ABOVE, THE CONTRACTOR

AGREES TO HOLD ITS OFFERED PRICES FIRM FOR THE ITEMS SOLICITED

HEREIN AND TO ACCEPT ANY RESULTING CONTRACT SUBJECT TO THE TERMS

AND CONDITIONS STATED HEREIN.

CODE 12. ADMINISTERED BY

13. CONTRACTOR FACILITY 14. PAYMENT WILL BE MADE BY CODE CODE

OFFEROR CODE

TELEPHONE NO.

DUNS NO.

CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK:

15. PROMPT PAYMENT DISCOUNT 16. AUTHORITY FOR USING OTHER

THAN FULL AND OPEN COMPETITION

10 U.S.C. 2304 41 U.S.C. 253

NEGOTIATED

(RFP)

SEALED BIDS

(IFB)

1 34

02/05/2016

USAID Armenia 1 American Avenue Yerevan 0082

% FOR:X

x

ARMENIA

Logistical Support Services

SOL-111-16-000002

NAICS:

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

8(A)

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOSB PROGRAM

EDWOSB

17.

ITEM NO.

18.

SCHEDULE OF SUPPLIES/SERVICES

19.

QUANTITY

20.

UNIT

21.

UNIT PRICE

22.

AMOUNT

USAID Armenia will issue a firm-fixed price contract to a company to provide a logistical support to the Assistance to Regional Integration

Program. The contractor must perform the services at prices consistent with the section B of this contract.

Delivery Location Code: USAID/ARMENIA

USAID/Yerevan

Continued ...

27. SIGNATURE OF OFFEROR/CONTACTOR 28. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

NAME AND TITLE OF SIGNER (TYPE OR PRINT) DATE SIGNED NAME OF CONTRACTING OFFICER DATE SIGNED

25. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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

FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY CONTINUATION SHEETS

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

26. AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION

NUMBER SHOWN IN BLOCK 4 INCLUDING ANY ADDITIONS

OR CHANGES WHICH ARE SET FORTH HEREIN, IS

ACCEPTED AS TO ITEMS:

23. ACCOUNTING AND APPROPRIATION DATA 24. TOTAL AWARD AMOUNT

(FOR GOVERNMENT USE ONLY)

Michael Rossman

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION NOT USABLE

STANDARD FORM 1447 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.214(d)

COPIES TO

TYPE OR PRINT NAME AND TITLE OF SIGNER

SIGNATURENAME AND ADDRESS OF FIRM (Include ZIP Code)

WE DO NOT, DESIRE TO BE RETAINED ON THE MAILING LIST FOR FUTURE PROCUREMENT OF THE TYPE OF ITEMS INVOLVEDWE DO

DO NOT REGULARLY MANUFACTURE OR SELL THE TYPE OF ITEMS INVOLVED

CANNOT MEET DELIVERY REQUIREMENT

OTHER (Specify)

UNABLE TO IDENTIFY THE ITEM(S)

CANNOT COMPLY WITH SPECIFICATIONS

PAGE

NO RESPONSE FOR REASONS CHECKED

34 2 OF

DATE AND LOCAL TIME

AFFIX

STAMP

HERE

TO:

FROM:

SOLICITATION NO.

USAID Armenia 1 American Avenue Yerevan 0082

ARMENIA

SOL-111-16-000002

STANDARD FORM 1447 (REV. 2/2012) BACK

(A)

ITEM NO.

(B)

SUPPLIES/SERVICES

(C)

QUANTITY

(D)

UNIT

(E)

UNIT PRICE

(F)

AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 34

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

SOL-111-16-000002

1 American Avenue

Yerevan 0082, Armenia

0001 Logistical Support to the Assistance to Regional

Integration Program

NSN 7540-01-218-4386 STANDARD FORM 1447 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.214(d)

RFQ No.: SOL-111-16-000002

Issuance: Date: February 05, 2016 Questions Due Date: February 12, 2016, 12:00 PM Yerevan local time Closing Date &Time: February 19, 2016, 14:00 PM Yerevan local time

SUBJECT: Request For Quotations (RFQ) No.: SOL-111-16-000002, Logistical Support to the

Assistance to Regional Integration Program

The United States Government, represented by the U.S. Agency for International Development (USA1D), is seeking quotations from qualified local organizations interested in providing logistical support services as described in the attached solicitation. The competition under this solicitation is limited to local organizations in accordance with Section 7077 (a) "Local Competition Authority of Consolidated Appropriations Act, 2012 (P.L. 112-74)."

To be considered eligible to apply under this Request for Quotations (RFQ), the local organization must satisfy all conditions below:

• Be organized under Armenian laws;

• Have its principal place of business in the Armenia;

• Be majority owned by individuals who are Armenian citizens or lawful permanent residents of the Armenia or be managed by a governing body, the majority of whom are Armenian citizens or lawful permanent residents of the Armenia and;

• Not be controlled by a foreign entity or by an individual or individuals who are not citizens or permanent residents of the Armenia.

The term “controlled by” means a majority ownership or beneficiary interest as defined above , or the power, either directly or indirectly, whether exercised or exercisable, to control the election, appointment, or tenure of the organization’s managers or a majority of the organization’s governing body by any means, e.g., ownership, contract, or operation of law.

“Foreign entity” means an organization that fails to meet any part of the “local organization” definition. Government controlled and government owned organizations in which the recipient government owns a majority interest or in which the majority of a governing body are government employees, are included in the above definition of local organization.

The Government expects to award Firm-Fixed Price Contract o/a March 2016. The estimated period of performance is forty two (40) months from the effective award date.

The contractor is exempt of value-added tax (VAT) and the submitted price quotation should include all direct and indirect costs (office space lease, utility costs, etc.) as a lump sum amount, excluding VAT. A tax exemption letter will be provided to the contractor upon signing of the contract.

The authorized geographic code for procurement of goods and services under this contract is 937.

The authority for this RFQ is found in the Foreign Assistance Act of 1961, as amended, FAR Part 12 (Acquisition of Commercial Item) and FAR Part 13 (Simplified Acquisition Procedures). For the purposes of this program, this RFQ is being issued and consists of the cover letter and the following:

PART DESCRIPTION

I A. SF 1447

B. SUPPLIES OR SERVICES AND PRICE/COSTS

C. DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

II CONTRACT CLAUSES

III INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

IV EVALUATION - BASIS FOR AWARD

V ATTACHMENTS

Quotes shall only be submitted via e-mail and received by the Government on or before the closing date stated above to be considered. They must be sent electronically to akarapetyan@usaid.gov and ayeghiazarian@usaid.gov. Quotes received after the deadline will not be considered. Incomplete information submitted in response to this request for quotation will result in disqualification from competition. Hard copies are not requested and will not be considered.

Any questions regarding the RFQ requirements must be submitted to Armen Karapetyan, Acquisition Specialist at akarapetyan@usaid.gov and Mr. Armen Yeghiazarian, Acquisition Specialist via e-mail at ayeghiazarian@usaid.gov no later than February 12, 2016, 14:00 PM Yerevan local time, and must reference the Solicitation number SOL-111-16-000002.

This RFQ in no way obligates the U.S Agency for International Development to award a contract, nor does it commit USAID to pay any cost incurred in the preparation and submission of a quotation in response hereto. Furthermore the Government reserves the right to reject any and all offers, if such action is considered to be in the best interest of the Government.

In addition, final award of any contract cannot be made until funds have been fully appropriated, allocated and committed through internal USAID procedures.

/S/

Michael Rossman Regional Contracting Officer USAID/Armenia mailto:akarapetyan@usaid.gov mailto:ayeghiazarian@usaid.gov mailto:akarapetyan@usaid.gov mailto:ayeghiazarian@usaid.gov

PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 PURPOSE

The purpose of this contract is to provide logistical support to the Assistance to Regional Integration Program planned for the period from March, 2016 to July, 2019.

B.2 CONTRACT TYPE AND SERVICES

This is a Firm Fixed-Price Contract. The Contractor must perform the services set forth in Section C. For the consideration set forth in the contract, the Contractor shall provide the deliverables or outputs described in Section C. and comply with all contract requirements.

B.3 CONTRACT PRICE

The total price of this Firm-Fixed Price contract is $TBD

The Contractor will not be paid any sum in excess of this amount or in excess of the prices.

B.4 PAYMENT SCHEDULE

All direct and indirect costs will be negotiated as a firm fixed price contract.

Payment will be made in US Dollars.

Terms of payment:

• The payments will be done on the monthly basis as follows:

BASE

CLIN Months Rate per Month, $ Total, $

Base

CLIN 1 01 – 12

CLIN 2 13 – 24

CLIN 3 25 – 36

Total Base:

OPTION

CLIN Months Rate per Month, $ Total, $

CLIN 4 37 - 42

Total Option:

Grand Total (BASE and OPTION):

B.5 CONTRACTING OFFICER'S AUTHORITY

The Contracting Officer is the only person authorized to make or approve any changes in the requirements of this contract and notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment shall be made in the contract terms and conditions, including price.

B.6 CONTRACTOR’S STAFF SUPPORT, AND ADMINISTRATIVE AND

LOGISTICS ARRANGEMENTS

The Contractor shall be responsible for all administrative support and logistics required to fulfill the requirements of this contract. These shall include all payroll, transportation arrangements, appointment scheduling, secretarial services, report preparations services, printing, and duplicating.

B.7 INVOICES AND PAYMENT

Claims for payment under this contract must be submitted to the USAID/Armenia Financial and Administrative Management Office. The Contractor must submit a signed SF-1034 Public Voucher for Purchases, Services Other Than Personal, and SF-1034A continuation, (if necessary). Each voucher shall be identified by:

(a) Name of the contractor;

(b) Date and invoice number;

(c) USAID contract number;

(d) Description, price, quantity, period of services rendered;

(e) Contact name, telephone and fax number;

(f) Other substantiating documentation or information required by the contract.

Invoice with required supporting documents may be submitted either through paper or electronic in a Portable Document File (PDF) format through an electronic mailbox. The mailbox address is armeniapayments@usaid.gov . Electronic submission (PDF format) are encouraged and do not require subsequent transmittal of original paper invoices.

One copy of the voucher and the invoice shall also be submitted to the COR.

B.8 ADMINISTRATIVE CONTRACTING OFFICE

The Administrative Contracting Office is:

Office of Acquisition and Assistance

USAID/Armenia 1 American Avenue Yerevan 0082, Armenia mailto:armeniapayments@usaid.gov

B.9 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

The Contracting Officer’s Representative (COR) for the contract will be appointed by the Contracting Officer in a separate designation letter. The COR is responsible for providing technical directions to the Contractor, as defined herein, accepting deliverables, and providing administrative approval for payment.

B.10 PAYING OFFICE

The Paying Office:

Financial and Administrative Management Office (FAMO) USAID/Armenia

B.11 TECHNICAL DIRECTIONS/RELATIONSHIP WITH USAID

(a) Technical Directions is defined to include:

(1) Written directions to the Contractor which fill in details, suggest possible lines of inquiry, or otherwise facilitate completion of work;

(2) Provision of written information to the Contractor which assists in the interpretation of drawings, specifications, or technical portions of the work statement;

(3) Review and, where required, provide written approval of technical reports, drawings, specifications, or technical information to be delivered. Technical directions must be in writing, and must be within the scope of the work as detailed in Section C.

(b) The COR is authorized by designation to take any or all action with respect to the following which could lawfully be taken by the Contracting Officer, except any action specifically prohibited by the terms of this Contract:

(1) Assure that the Contractor performs the technical requirements of the contract in accordance with the contract terms, conditions, and specifications.

(2) Perform or cause to be performed, inspections necessary in connection with a) above and require the Contractor to correct all deficiencies; perform acceptance for the Government.

(3) Maintain all liaison and direct communications with the Contractor. Written communications with the Contractor and documents shall be signed as "Contracting Officer Technical Representative" with a copy furnished to the Contracting Officer.

(4) Issue written interpretations of technical requirements of Government drawings, designs, and specifications.

(5) Monitor the Contractor's production or performance progress and notify the Contractor in writing of deficiencies observed during surveillance, and direct appropriate action to effect correction. Record and report to the Contracting Officer incidents of faulty or nonconforming work, delays or problems.

(6) Obtain necessary security clearance and appropriate identification if access to Government facilities is required. If to be provided, ensure that Government furnished property is available when required.

LIMITATIONS: The COR is not empowered to award, agree to, or sign any contract (including delivery or purchase orders) or modifications thereto, or in any way to obligate the payment of money by the Government. The COR may not take any action which may impact on the contract schedule, funds, scope or rate of utilization of LOE. All contractual agreements, commitments, or modifications which involve prices, quantities, quality, schedules shall be made only by the Contracting Officer.

(c) The COR is required to meet quarterly/semi-annually/annually with the Contractor and the Contracting Officer concerning performance of items delivered under this contract and any other administration or technical issues. Telephonic reports may be made if no problems are being experienced. Problem areas should be brought to the immediate attention of the Contracting Officer.

(d) In the absence of the designated COR, the COR may designate the alternate COR to perform in his (her) place. However, such action to direct an individual to act in the COR's stead shall immediately be communicated to the Contractor and the Contracting Officer.

(e) Contractual Problems - Contractual problems, of any nature, that may arise during the life of the contract must be handled in conformance with specific public laws and regulations (i.e.

Federal Acquisition Regulation and Agency for International Development Acquisition Regulation). The Contractor and the COR shall bring all contracting problems to the immediate attention of the Contracting Officer. Only the Contracting Officer is authorized to formally resolve such problems. The Contracting Officer will be responsible for resolving legal issues, determining contract scope and interpreting contract terms and conditions. The Contracting Officer is the sole authority authorized to approve changes in any of the requirements under this contract. Notwithstanding any clause contained elsewhere in this contract, the said authority remains solely with the Contracting Officer. These changes include, but will not be limited to the following areas: scope of work, price, quantity, technical specifications, delivery schedules, and contract terms and conditions. In the event the Contractor effects any changes at the direction of any other person other than the Contracting Officer, the change will be considered to have been made without authority.

(f) Failure by the Contractor to report to the Administrative Contracting Office, any action by the Government considered to be a change, within the specified number of days contained in

FAR 52.243-7 (Notification of Changes), waives the Contractor's right to any claims for equitable adjustments.

END OF SECTION B

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 BACKGROUND/PURPOSE

The Assistance to Regional Integration Program with an estimated life of up to three years is designed to provide assistance to the Government of Armenia (GOAM) and other energy sector organizations for regional energy integration with Georgia and internal reforms to enhance cooperation.

The contractor will provide office space rental and communication services for the project per the requirements set below:

Functionality Office should be suitable to support operation of the project team that includes 3 local experts, part time translator and 1-2 TDYs, as well as organization of meetings with stakeholders and small training events

Layout 2 rooms – one large room (about 50 sq.m.) for local experts and 1 TDYs (Temporary Duty); another room for meetings and small training events (about 30 sq.m.)

Location Access to public transportation IT infrastructure Telephone and internet connections Security Alarm system and/or physical protection (guards) Insurance Office should be insured: property and third party liability

Office fees should cover: rent, utilities (e.g. power, water, heating and cooling), security and insurance, maintenance (e.g. cleaning), communication (including internet fee and excluding the telephone bills), water coolers.

PART II – CONTRACT CLAUSES

NOTICE LISTING OF CLAUSES INCORPORATED BY REFERENCE:

The following clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" below. See FAR 52.252-2 for an Internet address (if specified) for electronic access to the full text of a clause.

NUMBER TITLE

FEDERAL ACQUISITION REGULATION (48 CFR Chapter 1)

DATE

52.202-1 Definitions NOV 2013 52.203-7 Anti-Kickback Procedures MAY 2014 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-13 Contractor Code of Business Ethics and Conduct OCT 2015 52.204-7 System for Award Management JUL 2013 52.204-12 Data Universal Numbering System Number Maintenance DEC 2012 52.204-13 System for Award Management Maintenance JUL 2013 52.204-19 Incorporation by Reference of Representations and Certifications DEC 2014 52.223-6 Drug-Free Workplace MAY 2001 52.229-3 Federal, State, and Local Taxes FEB 2013 52.232-8 Discounts for Prompt Payment FEB 2002 52.232-18 Availability of Funds for the Next Fiscal Year APR 1984 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.233-1 Disputes MAY 2014 52.246-4 Inspection of Services—Fixed-Price AUG 1996 52.249-1 Termination for Convenience of the Government (Fixed-Price)

(Short Form)

APR 1984

52.252-4 Alterations in Contract APR 1984

A.I.D. ACQUISITION REGULATION (48 CFR Chapter 7)

752.202-1 Definitions JAN 1990 752.209-71 Organizational conflicts of interest discovered after award JUN 1993 752.211-70 Language and measurement JUN 1992 752.225-9 Buy American Act—Trade Agreements Act—Balance of Payments

Program

752.225-70 Source and nationality requirements FEB 2012 752.229-70 Federal, state and local taxes 752.245-71 Title to and care of property APR1984 752.252-1 AIDAR solicitation provisions incorporated by reference MAR 2015

752.7006 Notices APR 1984

752.7009 Marking JAN 1993

752.7013 Contractor-mission relationships OCT 1989

752.7025 Approvals APR 1984

752.7027 Personnel DEC 1990

752.7033 Physical fitness JUL 1997

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 Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

(g) Invoice.

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(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.

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see32.607-2).

(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.

(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.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with

Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

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

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

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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 User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

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

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (Jan 2016)

(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).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-

77 and 108-78 (19 U.S.C. 3805 note)).

(b) The 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)).

_x_ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 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 (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

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__ (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).

_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).

__ (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.

__ (13) [Reserved] __ (14)(i) 52.219-6, Notice of Total Small Business Set-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 2015) (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 2015) 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—Subcon-tracting 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. 657 f).

__ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15

U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically

Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small

Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

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

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