SOL-617-17-000023.pdf

Issuance Date: July 19, 2017

Bidder’s Conference:

Deadline for registering to attend Bidder’s Conference: July 26, 2017, 4pm Uganda time Date and Time of Bidder’s Conference: July 27, 2017, 2-4pm Uganda time Location of Bidder’s Conference: Will be provided after registration

Deadline for Submission of Questions: July 28, 2017, 10:00 am Uganda time

Submission of Proposals:

Closing Date for submission of proposals: August 17, 2017 Closing Time for submission of proposals: 4:00 p.m. Uganda time

SUBJECT: Solicitation Number SOL-617-17-000023 Request for Proposal for Procurement of the Hardware Component of an Enterprise Resource Planning (ERP) System for National Medical Stores (NMS)

USAID/Uganda is seeking proposals from qualified organizations interested in providing, installing and commissioning the Hardware Component of an Enterprise Resource Planning (ERP) System for

National Medical Stores (NMS).

This procurement will be conducted under full and open competition under which any type of organization (U.S. and Non U.S. commercial for profit firms, educational institutions, and non-profit organizations) is eligible to compete. The procedures set forth in Federal Acquisition Regulation

(FAR) Part 12.3 and Part 15 apply.

USAID anticipates awarding one or more 3 year Firm Fixed Price (FFP) contracts.

The RFQ and any amendments to this solicitation will be issued and posted on the FBO website at https://www.fbo.gov. It is the Offeror’s responsibility to check the website periodically for official updates and amendments to the solicitation. It is the responsibility of the recipient of this solicitation document to ensure that it has been received from the internet in its entirety and USAID bears no responsibility for data errors resulting from transmission or conversion processes.

This RFP consists of this cover letter and the following:

Section A – Solicitation cover form SF 1449

Section B – Contract Information

Section C—Specifications

Section D – Contract Clauses

Section E – Instructions for Offerors

Section F – Evaluation Criteria

Section G – Solicitation Provisions

Section H –Representations and Certifications

Section I –List of Attachments

Proposals must be submitted via e-mail to kampalausaidsolicita@usaid.gov no later than the closing date and time specified above. Incomplete information submitted in response to this request for quotation will result in disqualification from competition. Offers must remain valid for 120 calendar days from the due date for the receipt of offers.

https://www.fbo.gov/ mailto:kampalausaidsolicita@usaid.gov

SOL-617-17-000023

ERP HARDWARE AT NMS

SECTION B: CONTRACT INFORMATION

1. PURPOSE

The purpose of the contract is to supply Enterprise Resource Planning Hardware and Associated

Equipment and Services, System software, Installation and Hardware Training services, and

Manufacturer’s Extended Warranty for National Medical Stores (NMS) and Government of Uganda

(GoU) Health facilities around Uganda.

2. CONTRACT TYPE

This is a firm fixed price contract.

3. CONTRACT PAYMENT AND DELIVERABLE SCHEDULE

[To be completed upon award]

4. PLACE OF PERFORMANCE

Uganda

5. PERIOD OF PERFORMANCE

The period of performance of this contract is three (3) years from the date of award.

6. DESIGNATION OF RESPONSIBLE USAID OFFICIALS

The Contracting Officer is:

Nancy Kleinhans

U.S Agency for International Development

US Mission Compound South Wing

Plot 1577 Ggaba Road, Nsambya

Kampala, Uganda

E-mail: nkleinhans@usaid.gov

The Contracting Officer’s Representative (COR) is:

Rose Okot-Chono

US Agency for International Development

US Mission Compound South Wing

Plot 1577 Ggaba Road, Nsambya

Kampala, Uganda

E-mail: rochono@usaid.gov

7. REPORTING

Summary table for required reports:

YEAR ONE

Report Due date Delivered to

Final Annual work plan 30 days after award COR

Monthly Progress, Operations

& Maintenance Report

On the 5 th business day of the month to cover the prior month’s implementation.

COR

mailto:nkleinhans@usaid.gov mailto:rochono@usaid.gov

YEAR ONE

Report Due date Delivered to

To be submitted only for the first 6 months

Quarterly Progress, Operations & Maintenance

Report (including a quarterly inventory report)

Every award quarter COR

Quarterly VAT Reports 25th of the month after the calendar year quarter end. For example, taxes and receipts for the period

January to March are due April 25.

COR

Annual VAT Report April 16, Per Clause D.14

Annual report Draft due 30 days before the end of the fiscal year.

Final due 60 days after receipt of USAID comments to the draft.

COR

YEAR TWO

Report Due date Delivered to

Final Annual work plan 30 days after award COR

Quarterly Progress, Operations & Maintenance

Report (including a quarterly inventory report)

Every award quarter COR

Quarterly VAT Reports 25th of the month after the calendar year quarter end. For example, taxes and receipts for the period

January to March are due April 25.

COR

Annual VAT Report April 16, Per Clause D.14

Annual report Draft due 30 days before the end of the fiscal year.

Final due 60 days after receipt of USAID comments to the draft.

COR

YEAR THREE

Report Due date Delivered to

Final Annual work plan 30 days after award COR

Quarterly Progress, Operations & Maintenance

Report (including a quarterly inventory report)

Every award quarter COR

Quarterly VAT Reports 25th of the month after the calendar year quarter end. For example, taxes and receipts for the period

January to March are due April 25.

COR

Annual VAT Report April 16, Per Clause D.14

Final report Draft due 60 days prior to the end of the contract.

COR to provide comments within 2 weeks.

Final Report due not later than contract end date.

COR

Final report 30 days prior to award end date. COR

Close out & Disposition

Plan

Draft due six (6) months prior to the contract end date.

COR &

CO

YEAR THREE

Report Due date Delivered to

Final due four months prior to contract end date.

8. INSPECTION AND ACCEPTANCE

The Contractor will comply with the Inspection and Acceptance provision in FAR 52.212-4 Contract

Terms and Conditions -Commercial Items.

Inspection and acceptance by the Contracting Officer’s Representative will take place at National

Medical Stores (NMS) and any relevant Government of Uganda (GoU) facilities.

9. WARRANTY

The warranty period will commence after inspection and acceptance is completed. The warranty period is for [to be completed after award] calendar days.

10. BRANDING AND MARKING

I. 752.7009 MARKING (JAN 1993)

(a) It is USAID policy that USAID-financed commodities and shipping containers, and project construction sites and other project locations be suitably marked with the USAID emblem.

Shipping containers are also to be marked with the last five digits of the USAID financing document number. As a general rule, marking is not required for raw materials shipped in bulk

(such as coal, grain, etc.), or for semi-finished products which are not packaged.

(b) Specific guidance on marking requirements must be obtained prior to procurement of commodities to be shipped, and as early as possible for project construction sites and other project locations. This guidance will be provided through the cognizant technical office indicated on the cover page of this contract, or by the Mission Director in the Cooperating Country to which commodities are being shipped, or in which the project site is located.

(c) Authority to waive marking requirements is vested with the Regional Assistant

Administrators, and with Mission Directors.

(d) A copy of any specific marking instructions or waivers from marking requirements is to be sent to the Contracting Officer; the original will be retained by the Contractor.

II. BRANDING AND MARKING POLICY

Branding Strategy Implementation and Markings under this contract must comply with the

“USAID Graphics Standards Manual” available at http://www.usaid.gov/branding or any successor branding policy, as detailed in ADS Chapter 320.

III. BRANDING STRATEGY

In accordance with ADS 320 Branding and Marking, and USAID’s overall policy, all assistance delivered through this program must be clearly credited to the American People. This Branding

Strategy (BS) outlines the framework in which materials and communications use to promote the program deliver the message that the assistance is from the American People, as well as to ensure appropriate use of the USAID identity markings. The branding strategy for this contract, as specified in USAID ADS 320.3.2.1, is as follows:

Program Name: Hardware Component of an Enterprise Resource Planning (ERP) System for

National Medical Stores (NMS).

Positioning: The branding must incorporate the message: The assistance is “from the

American people jointly sponsored by USAID and the Government of

Uganda.”

Level of Visibility: USAID identity must be prominently displayed in: commodities or equipment; audio, visual or electronic public communications; studies, reports, publications, web sites, and all promotional and informational products; and events.

11. PAYING OFFICE

The paying office for this contract is:

US Agency for International Development

US Mission Compound South Wing

Plot 1577 Ggaba Road Nsambya

Kampala, Uganda

Attention: KampalaUSAIDVouchers@usaid.gov

12. INVOICE SUBMISSION

Requests for payment must be submitted on an SF-1034 form via e-mail to:

KampalaUSAIDVouchers@usaid.gov

The SF-1034 must be signed, and it must be submitted along with invoices and any other supporting documentation in Adobe.pdf format.

The contractor shall only submit the invoice upon completion and acceptance by USAID of a payment milestone as outlined in section 3. above.

13. PAYMENT SCHEDULE

USAID/Uganda payment terms are in accordance with FAR 32.9, Prompt Payment

(END OF SECTION B)

mailto:KampalaUSAIDVouchers@usaid.gov mailto:KampalaUSAIDVouchers@usaid.gov

SECTION C – STATEMENT OF WORK

1. BACKGROUND

The purpose of this contract is to procure Hardware and Associated Equipment and Services, System software, Installation and Hardware Training services, and Manufacturer’s Extended Warranty for

National Medical Stores, Uganda.

The scope encompasses five functional areas as follows:

Functional Area I: Desktop Computers, Converged/Hyper Converged Server hardware and

Software and Associated Peripherals

Functional Area II: Printers and Associated Peripherals

Functional Area III: Network Communications and Storage Equipment

Functional Area IV: Installation and Training Services

Functional Area V: Manufacturer’s Extended Warranty

2. SCOPE OF WORK/SPECIFICATIONS:

This work includes both system and standalone software. The broad scope of work covers supply of computer hardware, system software and, associated licenses, storage and virtualization and training for National Medical Stores (NMS) technical IT team located at Entebbe, Uganda and subsequent maintenance and support of hardware. The Contractor will, as described in Functional Area

Attachments:

1) Supply:

a. Computer desktop, laptops and server

b. Software

2) Associated licenses. (with documentation)

3) Provide documentation for hardware support from Original Equipment Manufacturers vendors.

4) Maintain hardware for a period of three years from the date of acceptance of the system.

5) Conduct training and installation

FUNCTIONAL AREA I – DESKTOP COMPUTERS, CONVERGED/HYPER CONVERGED

SERVER HARDWARE AND SOFTWARE AND ASSOCIATED PERIPHERALS

The Contractor will provide 45 personal desktop computers with the components as specified in

Attachment I. Please note desktop computer equipment must be manufactured by an industry leader of recognized brands . Examples include, but are not limited to: Dell, Hewlett-Packard, Lenovo etc.

Servers: The Contractor will use the data and specifications provided in Attachment Ia Functional

Area TECH FORMAT to supply and provide an engineering design for virtualizing the physical servers. The Contractor vendor will provide the software necessary for the hardware to operate.

FUNCTIONAL AREA II - PRINTERS AND ASSOCIATED PERIPHERALS

Includes, but is not limited to, the following equipment (for specifications see Attachment IIa):

A) A single or multi-functional printer, B) Print drivers that may allow the operation as a stand-alone unit to a microcomputer, C) A networked unit in a local area network (LAN), This equipment also includes associated hardware and operating system software that is manufacturer installed or manufacturer required.

FUNCTIONAL AREA III - NETWORK COMMUNICATIONS AND STORAGE

EQUIPMENT

Data-centric communications equipment that includes:

A) Routers

B) Switches

C) Wireless

D) Firewalls

E) Console management and switching devices

F) Backup and storage appliances

This equipment also includes associated hardware and operating system software that is manufacturer installed or manufacturer required (for specifications see Attachment IIIa).

FUNCTIONAL AREA IV - INSTALLATION AND TRAINING SERVICES

Installation services include:

A) The Installation of the hardware with the configuration necessary to ensure that the hardware operates properly in NMS environment.

B) The Installation of equipment that requires product specific technical expertise, especially for integration involving complex network systems or new technologies. These services typically include:

network and traffic engineering, capacity planning, configuration and customization of the equipment.

Trainings will be at NMS Offices, Entebbe and will include:

A) Formal on-site or off-site training that has a defined curriculum;

B) Computer-based training that includes software that provides interactive, self-paced training at your desktop, workstation, or laptop computer; and

C) Web-based training that provides courses or classes that are accessible via an internal Intranet or the Internet.

See Attachment IVa for the recommended trainings.

FUNCTIONAL AREA V - MANUFACTURER’S EXTENDED WARRANTY

Manufacturer’s extended warranty service may be purchased in conjunction with or separately from

Functional Areas I, II and III. Only Contractors authorized by the manufacturer or distributor of the hardware may provide manufacturer’s warranty services. Manufacturer’s warranty service will include, but is not limited to:

A) Electronic media and consulting services, upgrades and enhancements for technology advancements, improved functionality, and compatibility with new industry standards;

B) Direct access to experienced consultants of the Hardware;

C) Flexible service options including telephone or e-mail support;

D) Timely problem resolution of reported discrepancies;

E) Remote technical support;

F) Online self-help functions;

G) On-site warranty.

Any warranty period for equipment and services will not commence until acceptance of the equipment or services by USAID. All defective items must be replaced at no additional cost to

USAID/Uganda. If the products were provided under the Installation terms, the contractor is responsible for the Installation of the replacement equipment as defined in the contract. If the products were provided without Installation, the Contractor, at its option and at no additional cost to

USAID/Uganda, may provide on-site service or next-day drop ship replacements to NMS to install.

The Contractor will be responsible for coordinating warranty issues.

Acceptance is either receipt or installation. On-site warranty means the Contractor will either remotely access or travel, if necessary, to the facility where the warranty service is required at no additional cost to NMS during the manufacturer’s warranty period.

National Medical Stores (NMS) has the discretion of dealing directly with the Manufacturer on any warranty issue. To ensure compliance with the requirements and specifications herein, NMS and

USAID/Uganda, at its sole discretion, may perform acceptance tests within 30 days of receipt of:

1) The notice of completion of Installation from the Master Contractor, or

2) The delivery of equipment supplied without Installation and prior to acceptance and payment for each item installed or delivered.

3. KEY PERSONNEL

The key personnel that the Contractor must furnish for the performance of this contract are as follows:

a) PROJECT MANAGER

Position Description: The Project Manager is assigned the management of a specific project and the work performed under assigned Contract. Performs day-to-day management of the project, identifies issues and risks and recommends possible issue and risk mitigation strategies associated with the project. Is responsible for ensuring that work performed under this award is within scope, consistent with requirements and delivered on time and on budget. Identifies critical paths, tasks, dates, testing, and acceptance criteria. Provides solutions to improve efficiency (e.g. reduce costs while maintaining or improving performance levels). Monitors issues and provides resolutions for up-to-date status reports. Demonstrates excellent writing and oral communications skills.

Education: Bachelor’s Degree from an accredited college or university in Engineering, Computer

Science, Information Systems and Business or other related discipline.

Specialized Experience: At least five (5) years of experience in managing IT related projects and must demonstrate a leadership role in at least three successful projects that were delivered on time and on budget.

b) SENIOR NETWORK ENGINEER

Position Description: Responsible for the design and implementation of large data communications or telecommunications networks. Plans and monitors the installation of communications circuits.

Manage and monitor local area networks and associated equipment (e.g., bridges, routers, modem pools, and gateways) Conducts short and long-term plan to meet c communications requirements.

Responsible for the design and implementation of LANs/WANs using switching and router technology. Performs hardware/software analyses to provide comparative data of performance characteristics and suitability within the existing systems environment. Prepares tradeoff studies and evaluations for vendor equipment. Generates network monitoring/performance report, for LAN/WAN utilization studies. Recommends network design changes/enhancements for improved system availability and performance.

Education: A Bachelor's degree from an accredited college or university with a major in Computer

Science, Information Systems, Engineering or other related scientific or technical discipline. If applicable, will be certified as network engineer for the specific network operating system. The certification criteria are determined by the network operating system vendor. An additional year of specialized experience may be substituted for the required education.

Specialized Experience: Five (5) years of progressive experience in planning, designing, implementation, and analyzing data or telecommunications networks. Must have experience with network analysis/management tools and techniques and be familiar with Personal Computers (PCs) in a client/server environment. Must be familiar with IT technology and long distance and local carrier management.

c) NETWORK TECHNICIAN:

Position Description: Adds or exchanges externally connected PC accessories and data communications equipment. Troubleshoots LANs/WANs and provides problem resolution for PC and data communications hardware. Adds or replaces boards, batteries, disks drives, and other PC components. Installs cabling for networks such as LANs and WANs. Attaches, detaches, or exchanges

LAN cabling to workstations, servers, network devices, telecommunications and data communications equipment. Works independently, may provide supervision and guidance to 2 or more network technicians.

Education: An Associate's degree from an accredited college or university in Computer Science, Information Systems, Engineering or a related field; or Technical 'school certificate of completion in the data communications field including cable installation; or the equivalent military training. An additional year of specialized experience may be substituted for the required education.

Specialized Experience: Five (5) years of experience in the following areas: installation, operation, and maintenance of data communication networks and devices.

d) COMPUTER SOFTWARE/INTEGRATION ANALYST:

Position Description: Must be knowledgeable in implementing computer systems in a phased approach of requirements analysis and conceptual design, site survey, system design review, critical design review, installation, integration, and testing. Must be knowledgeable in performing requirements analysis for a wide range of users in areas such as office automation, and finance and accounting. Must be able to present system designs for user approval at formal reviews. Must be capable of performing configuration management, software integration, interpreting software test results, and recommending solutions for unsatisfactory test results. Must be knowledgeable in life-cycle support, including maintenance, administration, and management. Must be able to provide solutions to identified software problem reports.

Education: A Bachelor's Degree from an accredited college or university with a major in Computer

Science, Information Systems, Engineering, Business, or other related scientific or technical discipline.

General Experience: Must have five (5) years of progressive working experience as a computer specialist or a computer systems analyst.

The personnel specified above are considered to be essential to the work being performed hereunder. Prior to replacing any of the specified individuals, the Contractor must notify both the CO and the COR reasonably in advance and submit written justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program.

No replacement will be made by the Contractor without the written approval of the CO.

END OF SECTION C

SECTION D - CONTRACT CLAUSES

D.1 FAR 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 Government wide commercial purchase card), the

Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

and

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic

Funds Transfer— System for Award Management, or 52.232-34, Payment by

Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

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

1315.

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

(i) Payment.

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

(2) Prompt Payment. The Government will make payment in accordance with the Prompt

Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-

5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the

Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

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

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

33.211 if—

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

(B) The Contractor fails to liquidate a debt previously demanded by the

Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

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

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

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

Contractor;

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

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

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

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

Government upon:

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

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

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

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

Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the

Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the

Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31

U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work

Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

(2)

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

(A) Change the name in the SAM database;

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

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

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

(EFT) clause of this contract.

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

“Suspension of payment” paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service

(TOS), or similar legal instrument or agreement, that includes any clause requiring the

Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.

1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism

(e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the

Government or any Government authorized end user to such clause.

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

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

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

(End of Clause) https://www.acquisition.gov/

D.2 FAR 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) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further

Continuing Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

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

(4) 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:

_X__(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 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American

Recovery and Reinvestment Act of 2009).

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

___ (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).

___ (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 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 (Jan 2017) (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 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).

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

13126).

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

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

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

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

___ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

___ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec

2010) (E.O. 13496).

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

E.O. 13627).

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

___ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 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, DoD, GSA, 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.)

___ (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 Equipment and Air

Conditioners (Jun 2016) (E.O. 13693).

___ (40) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s

13423 and 13514

___ (ii) Alternate I (Oct 2015) of 52.223-13.

___ (41) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and

13514).

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

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

8259b).

___ (43) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct 2015)

(E.O.s 13423 and 13514).

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

___ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug

2011) (E.O. 13513).

___ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

___ (46) 52.223-21, Foams (Jun 2016) (E.O. 13696).

___ (47) (i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

___ (ii) Alternate I (Jan 2017) of 52.224-3.

___ (48) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

___ (49) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41

U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-

41, 112-42, and 112-43).

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

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

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

___ (50) 52.225-5, Trade Agreements (Oct 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X (51) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States

(Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year

2008; 10 U.S.C. 2302 Note).

___ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007)

(42 U.S.C. 5150).

_X_ (55) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.

4505), 10 U.S.C. 2307(f)).

___ (56) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10

U.S.C. 2307(f)).

_X__ (57) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul

2013) (31 U.S.C. 3332).

___ (58) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award

Management (Jul 2013) (31 U.S.C. 3332).

___ (59) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (60) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (61) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(12)).

___ (62) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46

U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495)

___ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67.).

___ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and

41 U.S.C. chapter 67).

___ (4) 52.222-43,…