SOLICITATION-_VIDEO_EDITING-8-2-18.pdf

DLA CONTRACTING SERV OFF, HQ CONT DIV

ATTN: REBECCA LUCENA

8725 JOHN J. KINGMAN ROAD

RM 1145

FORT BELVOIR VA 22060

703-767-1181 703-767-1172

UNDER DPAS (15 CFR 700)

11. DELIVERY FOR FOB

RFQ

SEE SCHEDULE

14. METHOD OF SOLICITATION

IFB RFP

CODE

SEE ADDENDUM

BLOCK IS MARKED

DESTINATION UNLESS

12. DISCOUNT TERMS

(No Collect Calls)

13b. RATING

13a. THIS CONTRACT IS A RATED ORDER

X X

CODE

SP4705-18-Q-1055 2, AUGUST 2018

b. TELEPHONE NUMBER 703-767-1181

8. OFFER DUE DATE/LOCAL TIME

12:00 p.m. 22 AUG.2018

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV 3/2005)

Prescribed by GSA

FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER) 31c. DATE SIGNED

ADDENDA ARE

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

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

CODE 10. THIS ACQUISITION IS

UNRESTRICTED

FAX:

X

NAICS:

TEL:

CODE 18a. PAYMENT WILL BE MADE BY OFFEROR

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TEL.

SP4705

SIZE STD:

9. ISSUED BY

FACILITY

CODE

17a.CONTRACTOR/

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

15. DELIVER TO CODE 16. ADMINISTERED BY

DEFENSE LOGISTIC AGENCY-

8725 JOHN J. KINGMAN ROAD

DLA PUBLIC AFFAIR

FORT BELVOIR VA 22060-6221

TEL: 703-767-6135 FAX:

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

REBECCA LUCENA

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

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

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

SEE SCHEDULE

561611

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

SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

SB

HUBZONE SB

SET ASIDE: % FOR

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

ARE NOT ATTACHED

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

TEL: EMAIL:

1 COPIES

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. OFFER DATED YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 29. AWARD OF CONTRACT: REFERENCE X

8(A)

SVC-DISABLED VET-OWNED SB

EMERGING

SB

X X

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

SEE SCHEDULE

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/ SERVICES 21. QUANTITY 22. UNIT 24. AMOUNT

PAGE 2 OF

23. UNIT PRICE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINAL PARTIAL COMPLETE

36. PAYMENT 35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV 3/2005) BACK

Prescribed by GSA

FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

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SOURCE SELECTION

DEFENSE LOGISTICS AGENCY

DLA J8 Stewardship Improvement and Sustainment Support

RFQ SP4705-18-Q-5051

Section A: Solicitation/Contract Form/Miscellaneous

I. BACKGROUND

The Government intent to procure a highly qualified and experienced vendor to provide a video engineer or maintenance technician to participate in an initial assessment meeting with DLA POC and Subject Matter Expert. The assessment meeting will cover DLA’s current video capabilities, current workflow, and near term and future technical needs.

The ordering period includes one (1) year from date of contract award and four (4) options (if funding is available).

The overall purpose of this Firm Fixed Price Purchase order is to obtain contractor to assist DLA in providing Video Editing Services.

A. ISSUE/CLOSING DATES

Issue Date: 2 AUG 2018

Closing Date/Time: 22 AUG. 2018 at 12:00 pm Eastern Time

II. SCOPE OF CONTRACT

Contractor shall assist DLA with providing Specialized Support Services for DLA Video Facility at Fort Belvoir, VA.

Tasks under the contract may include, but are not limited to the following:

The vendor will provide a video engineer or maintenance technician to participate in an initial assessment meeting with DLA POC and Subject Matter Expert. The assessment meeting will cover DLA’s current video capabilities, current workflow, and near term and future technical needs. The vendor will participate in meetings with DLA Information Technology (not to exceed 5 meetings during a 12-month period). These meetings can be accomplished in-person or by telephone. The vendor will provide recommendations for new robotic cameras for the DLA auditorium, new computers for video editing software, transcoder to enable creation of multiple formats, and equipment to streamline captioning process; The vendor will provide a video engineer or maintenance technician to participate in an initial assessment meeting with DLA POC and Subject Matter Expert. The assessment meeting will cover DLA’s current video capabilities, current workflow, and near term and future technical needs. The vendor will participate in meetings with DLA Information Technology (not to exceed 5 meetings during a 12-month period). The vendor

P a g e | 4 will provide recommendations for new robotic cameras for the DLA auditorium, new computers for video editing software, transcoder to enable creation of multiple formats, and equipment to streamline captioning process. The vendor will perform scheduled quarterly equipment checks and make service calls when equipment malfunctions on existing DLA equipment during the period of the contract.

Refer to the attached Statement of Work (SOW) for additional information.

Section B: Supplies or Services and Prices/Costs

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 12 MO

Video Editing Services

Firm Fixed Price FOB: Destination POP- 1 Sept. 2018 to 31 Aug. 2019

NET AMT.$

1001 12 MO $

Video Editing Services

Firm Fixed Price

POP- 1 Sept. 2019 to 31 Aug. 2020

NET AMT. $

2001 12 MO $

Video Editing Services

Firm Fixed Price

POP- 1 Sept. 2020 to 31 Aug. 2021

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3001 12 MO $

Video Editing Services Firm Fixed Price

POP- 1 Sept. 2021 to 31 Aug. 2022

NET AMT. $

4001 12 MO

Video Editing Services

Firm Fixed Price FOB: Destination POP- 1 Sept. 2022 to 31 Aug. 2023

Section C: Description/Specs/Performance Work Statement

DLA PUBLIC AFFAIRS (VIDEO TEAM)

SPECIALIZED SUPPORT SERVICES FOR

DLA VIDEO FACILITY, FORT BELVOIR, VIRGINIA

STATEMENT OF WORK

1. BACKGROUND

1.1 The Defense Logistics Agency located at Fort Belvoir, Virginia, has a video team and a video production facility located in its Headquarters. The video team produces complex video productions and broadcasts live events to the global DLA workforce. This requirement is for specialized support services for the DLA video facility located at Ft. Belvoir.

3. SCOPE OF WORK

3.1 Contract period of performance will be for one (1) year from date of contract award and four (4) options (if funding is available). This contract requires the following:

SPECIALIZED SUPPORT SERVICES REQUIRED: (not to exceed 140 hours in a 12-month period)

• Vendor will provide a video engineer or maintenance technician to participate in an initial assessment meeting with DLA POC and Subject Matter Expert. The assessment

P a g e | 6 meeting will cover DLA’s current video capabilities, current workflow, and near term and future technical needs.

• Vendor will participate in meetings with DLA Information Technology (not to exceed 5 meetings during a 12-month period). These meetings can be accomplished in-person or by telephone.

• Vendor will provide recommendations for new robotic cameras for the DLA auditorium, new computers for video editing software, transcoder to enable creation of multiple formats, and equipment to streamline captioning process

• Vendor will perform scheduled quarterly equipment checks and make service calls when equipment malfunctions on existing DLA equipment during the period of the contract. This includes:

o One regularly scheduled on-site maintenance visit per quarter to meet with DLA video team, check all cabling and connections on equipment and to ensure equipment is operating properly and efficiently.

Full equipment list attached Routine equipment check will occur at the DLA Fort Belvoir video facility during normal working hours 7:30am to 5:00pm o Vendor shall respond within 24 hours of a service call. A service call will be placed is equipment in the DLA video facility is not functioning or breaks down.

Maintenance technician or video engineer will provide a technical assessment on the issue and options for solutions.

DLA personnel will send out equipment for repair and purchase new equipment based on vendor recommendations.

o Avid Media Asset Management and editing systems are maintained under Avid

Maintenance contract and are not a part of this contract. However, the vendor should have knowledge of how to integrate an archive and other systems with Avid software.

• Vendor will uninstall equipment as needed. DLA team will turn in equipment.

• Vendor will provide on-site engineering and integration and testing of any newly purchased video equipment. Certain pieces of newly purchased equipment may be installed by manufacturer of equipment if that option is available.

o Installation includes:

1. all basic parts, cabling and testing of equipment

2. labeling of cables and equipment

3. expendable parts (additional items to be procured by DLA)

• Vendor will oversee installation of new equipment and update current blueprint incorporating new equipment and workflow. Installation will be done by vendor’s maintenance technician or manufacturer

• Vendor will recommend resources for training on new equipment

• No overtime or travel reimbursement allowed on this contract

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Work To Be Completed

• While on-site, Vendor shall make every effort to avoid any interruption of the work environment. If it is necessary to interrupt work, Vendor shall notify COR/COTR at least two business days in advance so video team work schedules can be adjusted.

• After work is completed, Vendor shall perform final testing and adjustments to the completed system.

• Vendor shall provide basic orientation training on any new hardware for up to four participants. Basic means turning equipment on and off, basic commands to start up software.

• Vendor shall identify points-of-contact with regards to this contract.

Task Management

• The site COR/COTR shall ensure that access to the facility is available to the vendor during business hours, as stated previously.

• The site COR/COTR shall be available to assist the contractor during business hours.

• The site COR/COTR shall provide the contractor with access to the areas required during the installation.

3. VIDEO ENGINEER AND MAINTENANCE TECHNICIAN EXPERIENCE

3.1.1 DLA requires:

• Vendor personnel to have broadcast certifications in the engineering of and maintenance of video broadcast equipment.

• Vendor personnel will be qualified to work with Avid engineers and technicians.

• Vendors must be U.S. citizens.

4. WORKMANSHIP:

4.1 Work will be executed in a careful and professional manner and in compliance with all copyright laws and regulations.

4.1.1 If contractor fails to meet any of the requirements or has equipment problems it will be the contractor’s responsibility to take care of the problem with NO CHARGE to DLA.

5. ACCEPTANCE & INSPECTION:

5.1 Upon completion of work, the designated Contract Offer’s Technical

Representative (COTR) and Contracting Officer’s Representative (COR) listed shall perform acceptance and inspection. Inspections shall occur within 1 hour after completion and shall include a full demonstration to show that all required functionality has been restored.

6. SECURITY REQUIREMENTS:

6.1 Vendor personnel shall be escorted in the required areas, and will be required to sign in and sign out of specific areas. The

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Vendor shall follow local procedures. Personnel must be U.S.

citizens and have a valid U.S. driver’s license.

7. VENDOR REFERENCES:

7.1 Vendor personnel shall provide at least two references and examples of locations where vendor has provided video support services specifically in the areas of maintenance and engineering of a video production facility where video editing and live broadcasts are the core mission.

8. PERIOD OF PERFORMANCE:

8.1 The period of performance for this contract will be for one (1) year from date of Contract award plus four option years if funding is available.

9. PLACE OF PERFORMANCE

9.1 Defense Logistics Agency

DLA-DP

8725 John Kingman Road Fort Belvoir, VA 22060

10. DLA EQUIPMENT/SOFTWARE

10.1 See attached spreadsheet.

11. POINT-OF-CONTACT FOR REQUIREMENT

11.1 All questions relating to this Statement of Work (SOW) will be directed to

Mr. William J. Miller.

Audio/Visual Specialist Public Affairs Division Office Phone:392-767-1810 Email:william.Miller@dla.mil

DLAD-37.103-ENTERPRISE CONTNRACTOR MANPOWER REPORTING

APPLICATION (ECMRA)

37.103 Contracting officer responsibility.

(e) The contracting officer shall ensure compliance with USD(AT&L) memorandum dated November 28, 2012, Enterprise-wide Contractor Manpower Reporting Application. The contractor manpower reporting requirement does not apply to procurements listed by product service code S111 Utilities-Gas services, S112 Utilities-Electricity services, S113 Utilities-Telephone and/or Communications services, S114 Utilities-Water services, S119 Other Utilities and Construction of structures and facilities.

http://www.acq.osd.mil/dpap/policy/policyvault/Enterprise-wide_Contractor_Manpower_Reporting_Application_memorandum.pdf

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(f) Adhere to the requirements set forth in the USD(AT&L) memorandum dated December 6, 2012, Service Acquisition Workshop (SAW). Document the consideration of a SAW for actions over $100 million. Acquisitions for services valued over $100 million shall be coordinated with the

SSM.

(S-90) Solicitations and contracts shall include procurement note C05 when the services to be provided require professional employees, and evaluation of proposed key managerial personnel is required to assess the probability of successful performance.

C05 Changes to Key Personnel (OCT 2016)

Certain skilled, experienced, professional and/or technical personnel are essential for successful accomplishment of the work to be performed under this contract. These are defined as "key personnel" and are those persons whose resumes are submitted as part of the technical/business proposal for evaluation. The contractor shall use key personnel as identified in its proposal during the performance of this contract and will request contracting officer approval prior to any changes.

Requests for approval of any changes shall be in writing with a detailed explanation of the circumstances necessitating the change. The request must contain a complete resume for the new key personnel and any other pertinent information, such as degrees, certifications, and work history. New key personnel must have qualifications that are equal to or higher than those being replaced. The contracting officer will evaluate the request and notify the contractor whether the requested change is acceptable to the Government.

Section D: Packaging and Marking

Not Applicable

Section E: Inspection & Acceptance

I. INSPECTIONS

Inspection and acceptance of all work performance, and other deliverables under this purchase order shall be performed by the COTR. The Government will ensure quality assurance of all tasks with 100% inspections performed by the COTR. During the inspections, the COTR will review for current task completion.

http://www.acq.osd.mil/dpap/policy/policyvault/USA006637-12-DPAP.pdf

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Section F: Deliveries or Performance

I. ORDERING PERIOD

The ordering period for this Purchase order shall be one 12-month base period and Four (4) 12-month option periods for a total of five years.

II. PLACE OF PERFORMANCE

Under this procurement, DLA anticipates that the work will be performed on-site. The vendor shall make every effort to avoid any interruption of the work environment. If it is necessary to interrupt work, Vendor shall notify COR/COTR at least two business days in advance so video teamwork schedules can be adjusted. After work is completed, Vendor shall perform final testing and adjustments to the completed system. The vendor shall provide basic orientation training on any new hardware for up to four participants. Basic means turning equipment on and off, basic commands to start up software. The vendor shall identify points-of-contact with regards to this contract.

III. HOURS OF OPERATION

DLA core hours are 9:00 am-5:00pm Monday through Friday.

IV. CONTRACTOR TRAVEL

No overtime or travel reimbursement allowed on this contract

V. FEDERAL HOLIDAY AND OTHER CLOSURES

A. The Government observes the following federal holidays and the Contractor will not be required to perform services:

• New Year’s Day – 1 January

• Martin Luther King Day – Third Monday in January

• Presidents Day – Third Monday in February

• Memorial Day – Last Monday in May

• Independence Day – 4 July

• Labor Day – First Monday in September

• Columbus Day – Second Monday in October

• Veterans Day – 11 November

• Thanksgiving Day – Fourth Thursday in November

• Christmas Day – 25 December

• Inauguration Day – National Capital Region (NCR) Only

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B. If the holiday falls on a Saturday, it will be observed on the preceding Friday. If the holiday falls on a Sunday, it will be observed on the following Monday (or as otherwise directed by the Office of Personnel Management (OPM)).

C. In the event an Executive Order is issued by the President of the United States, which declares Agencies of the Federal Government closed on a Contractor-scheduled service date, the PM will advise the Contractor on whether services should be performed for that day.

D. If government worksite location is closed due to inclement weather, contractor will provide its employees guidance.

VI. INVOICING AND PAYMENT SCHEDULE

The Contractor shall invoice monthly. See DFARS Clause 252.232-7006 for WAWF/iRAPT instructions for electronic invoicing.

Section G: Contract Administration Data

I. CONTRACT ADMINISTRATOR

DLA Contracting Services Office at Fort Belvoir Contract Specialist: Ms. Rebecca Lucena Email: Rebecca.Lucena@dla.mil Phone: (571) 767-1181 8725 John J. Kingman Rd.

Fort Belvoir, VA, 22060

Section H: Special Contract Requirements

Not Applicable

Section I: Contract Clauses

The following DoD and DLA specific clauses apply:

For full text of the clauses, go to https://www.acquisition.gov/FAR/loadmainre.html or http://farsite.hill.af.mil/vffar1.htm.

52.212-2 Evaluation-Commercial Items (JAN 1999) LOWEST PRICE TECHNICALLY

ACCEPTABLE EVALUATION

mailto:Rebecca.Lucena@dla.mil https://www.acquisition.gov/FAR/loadmainre.html http://farsite.hill.af.mil/vffar1.htm

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The contract resulting from this solicitation will be awarded based on the following evaluation factors:

(1) Technical: Offers must meet or exceed the specifications in the solicitation and any subsequent amendments.

Technical Requirements are the primary determining factors of an offeror’s ability to perform. Offerors shall describe how they meet or plan to meet all mandatory requirements in the respective Statement of Work (SOW) and contract clauses. The Government will review Quotes to determine whether or not an offeror has adequately demonstrated an ability to meet or exceed the Government’s requirements on Section 3 of the SOW. For each technical requirement, offers demonstrating an ability to perform will at a minimum be determined “acceptable” for that requirement task. Depending on each contractor’s capability, they may be determined to be outside the realm of acceptability and not provided an opportunity to revise their quote if discussions become necessary.

(2) Price: For offers which meet all other evaluation factors, award will be made to the low offeror based on price. Price Evaluation is to be performed by the Contract Specialist and Contracting Officer. Vendors are required to submit price quotes in accordance with the proposed CLINs structure. Vendors are to provide firm-fixed pricing for each of the CLIN’s as well as a total price for the entire effort. The Government will evaluate offers for award purpose by adding the total price for all options to the total price basic requirement.

(3) Period of Performance: The period of Performance starts on September 1, 2018 and ends on August 31, 2023. Offerors must meet the required delivery date, or if POP: Offerors must be able to start performance on the required period of performance.

Each offeror’s proposed price will be evaluated for reasonableness. The Government currently intends to award a contract with a base period of performance of 12 months and four (4) twelve month option periods.

It is the Government’s intention to award without negotiating, under a lowest price, technically acceptable (LPTA) evaluation approach.

FAR52.212-3, “Offeror Representations and Certification—Commercial Items” (APR 2012);

52.212-5, “Contract Terms and Conditions Required to Implement Statutes or Executive Orders— Commercial Items” (AUG 2012); 52.217-5, “Evaluation of Options” (JUL 1990); 52.217-8, “Option to Extend Services.” 52.217-9, “Option to Extend the Term of the Contract.” 52.219-28, “Post-award Small Business Program Representation” (APR 2009); 52.232-17, “Interest” (OCT 2008); 52.237-3, “Continuity of Services’” (JAN 1991); 52.242-13, “Bankruptcy” (JUL 1995);

52.242-15, “Stop-Work Order” (AUG 1989); 52.212-4, “Contract Terms and Conditions— Commercial Items” (FEB 2012); 52.232-33, “Payment by Electronic Funds Transfer-Central Contractor Registration”; 52.233-9001; “Disputes: Agreement to Use Alternative Dispute

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Resolution” (AUG 2004). DFARS 252.212-7000, “Offeror representations and certifications – Commercial Items” (Jun 2005) Certification and Representation shall be Submitted separately from the quote and 252.212-7001, “Contract Terms and conditions required to implement statutes or Executive Orders applicable to Defense Acquisition of Commercial Items” (Apr 2007) (DEVIATION), 52.204-99, “System for Award Management” (Aug 2012) and 252.243-7001, “Pricing of Contract Modifications” (Dec 1991). 252.232-7003, “Electronic Submission and Processing of Payment Requests and Receiving Reports” (Mar 2008)

FAR52.222-42, “Statement of Equivalent Rates for Federal Hires” (May 1989)(29 U.S.C. 206 and 41 U.S.C 351, et seq.) Note: Equivalent Rate for Federal Hires is GS-09

The Government has the option to to extend the services for this action. Therefore, FAR 52.217- 8, , “Option to Extend Services Addendum”applies to this acquisition.

"The government might find it necessary to exercise FAR clause 52.217-8 “Option to Extend Services” at some point in this contract. At minimum, pricing for this clause will be evaluated in every offer prior to award as part of the pricing provided for the base year and any relevant “Option to Extend Term of the Contract” period of performance per FAR 52.217-9. Should the “Option to Extend Services” clause be exercised, pricing will follow past practices and be set at the then current rates being utilized in the contract, prorated to the Extended Services performance periods being utilized. For example, should this clause be exercised for a two month performance period to follow the option year one performance period of the contract, then the pricing would be set for two months at option year one pricing, barring the operation of other law."

52.212-4 Contract Terms and Conditions—Commercial Items.

As prescribed in 12.301(b)(3), insert the following clause:

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.

https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2012_3.html#wp1084399

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(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.

(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 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

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(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— https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358

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

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

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

(D) 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 (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 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2033_2.html#wp1079912 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031290

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(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.

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

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

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

chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(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 http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 https://www.acquisition.gov/sites/default/files/current/far/html/FormsStandard67.html#wp1189284 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217

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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.

(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.

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(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)

Alternate I (JAN 2017). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance.

The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

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(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means— https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

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(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the…