W912L6-19-R-5009.pdf

SEE ADDENDUM

(No Collect Calls)

W912L619R5009 26-Aug-2019

b. TELEPHONE NUMBER

(405) 686-5348

8. OFFER DUE DATE/LOCAL TIME

10:00 AM 23 Sep 2019

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER)

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t. Use Only )

23.

CODE 10. THIS ACQUISITION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

W912L69. ISSUED BY

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

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

CHRISTINE M. WALKER

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 31a.UNITED STATES OF AMERICA

0 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

20.

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

% FOR:SET ASIDE:UNRESTRICTED ORX

SMALL BUSINESS

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

137TH CONTRACTING OFFICE

5624 AIR GUARD DRIVE

OKLAHOMA CITY OK 73179

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS A

13b. RATING

CODE15. DELIVER TO CODE F9T101 16. ADMINISTERED BY

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

185TH AIRLIFT SQUADRON

CASEY MCCORMACK

5201 FLIGHTLINE DRIVE

OKLAHOMA CITY OK 73179

TEL: (405) 686-5673 FAX:

FAX:

TEL: (405) 686-5348 SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$27,500,000

NAICS:

611512

X

OFFER DATED

29. AWARD OF CONTRACT: REF.

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

PAGE 2 OF21

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

FINALPARTIALCOMPLETE

36. PAYMENT35. 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. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

W912L619R5009

Section SF 1449 - CONTINUATION SHEET

GFS REQUIREMENTS AND CAPABILIT

Pilot Training Device Requirements & Capabilities

The 185th MC-12W Flight Training Unit requires a lower level MC-12W training device that will present an interactive graphical cockpit simulation of the KA-350 with Rockwell Collins Proline 21 and MC-12W Baseline 3.3 cockpit configuration.

1. General Requirements

1.1 . The Pilot Training Device will meet the following requirements:

- Seamless graphically simulated KA350 cockpit

- Mechanical Flight Controls for Yoke, Rudder Pedals and Toe Brakes

- KA-350 Tactile panels:

o Flight Guidance Panel o Throttle Assembly

- MC-12W Graphic & Tactile panels o (see para 1.2 for MC-12W specifics)

- Single channel, Out-the-Window Visual

- Capable of Normal, Abnormal and Emergency Procedures Training (see

Appendix A & B for representative list)

- Capable of Part 60 Level 5 Qualification

- Easily reconfigurable to other aircraft & cockpit types

- Easy to use Instructor Controls (Capable of use on EFBs ‘IPad’) o Capable of basic controls such as moving location, configurations, freeze/unfreeze, and select malfunctions.

- Powered by Standard office outlet (850W) 110 – 240 VAC, 50-60 Hz

- Easily movable

- Be able to push sustainment software updates via wifi internet access

2. MC-12 Specific Requirements

2.1. The Pilot Training device will contain the following hardware and software (See appendix C for more detail)

2.2. Additional Hardware

- Gear handle with red light

- Pilot and Co-Pilot Display Control Panels (#16 and #6)

- Pilot lower left sub panel (#27)

- MC-12W Glare shield control panel (#11) - partial functionality to match stated training requirements in Appendix C

- Pilot and Co-Pilot MCAPs (#1 and #20)

- Flaps (#6)

- Pilot side FMS

2.3. Additional MC-12W Software

- G-Meter (#13)

- External Light Switch (#22)

- Left and Right hand Panel assembly (#2 and #19) – graphical representation only

- Co-pilot side FMS (#9)

- Aux1 radio: ARC-231 (#19) – graphical display only

- Identification, Friend or Foe (IFF)/ATC Indicator Panel (Unit 1060) (#10): - partial functionality

- SPS Control Indicator (Unit 9606) (#11)

- Control Display Unit Functions.

- Tactical Air Navigation (TACAN) Control Panel (Unit 3451CT1) – graphical display only

- Selective Calling (SELCAL) Panel: graphic display only.

- N-CoS Power Panel (#14)

- DBU-5000 Database Uni (#15): display only.

- COCKPIT VOICE RECORDER (Unit 2370A3) (#18) - partial function

- APX-119

Appendix A: Supported Normal Operation Procedures

Normal Operation Procedures Training

1. Systems Integration Training

2. FAA 14 CFR Part 60 Level 5:

Preflight Inspection Engine Start Pre-Takeoff Checks Departure Procedures Steep Turns Approach to Stalls Standard Terminal Arrival Instrument Procedures Holding Instrument Procedures Precision Instrument Procedures Engine Operating Instrument Procedures Non-Precision Instrument Approach Instrument Procedures Missed Approach Instrument Procedures Engine Fuel System Environmental and Pressurization Systems Fire Detection Navigation and Avionics Systems

AFCS

Flight Controls Anti-ice System Aircraft and Personal Emergency Equipment Emergency Evacuation Procedures After-Landing Procedures

Appendix B: Examples of Abnormal and Emergency Procedures

Examples: Abnormal and Emergency Procedures Training

1. PRE-SET SOLENOID STICKS OPEN

2. RADIO MASTER FAIL

3. BATT BUS SENSE TRIP

4. LOW BATT VOLT

5. LOW BATT VOLT - BATT FAILS

6. L GEN FAIL

7. L GEN BUS SHORT - L DC GEN ON

8. R GEN BUS SHORT - R DC GEN OFF

9. BOTH GEN FAIL - (LOAD SHED)

10. L GEN BUS TIE FAILED OPEN

11. L CURRENT LIMITER OPEN - 250

12. R CURRENT LIMITER OPEN - 25

13. L BUS SENSE TRIP

14. R BUS SENSE TRIP

15. EXT POWER OVERVOLTAGE

16. TRIPLE FED BUS SHORT

17. DUCT OVERTEMP

18. L ENG FIRE

19. L FIRE DETECT FAILS

20. L SQUIB FAIL

21. L SQUIB SENSOR FAIL

22. FLAP RUNAWAY DOWN

23. RUDDER BOOST FAIL

24. UNSCHEDULED RUDDER BOOST

25. RUDDER BOOST CROSSED

26. FLAPS FAIL TO MOVE

27. L AUTO FUEL XFER FAIL

28. CROSSFEED VLV FAILS CLOSED

29. L FIREWALL VLV FAILS HALFWAY

30. L ENG HP PUMP FAIL

31. L ENG BOOST PUMP FAIL

32. L STANDBY BOOST PUMP FAIL

33. HYD LEAK

34. HYD PUMP CONTINUES TO RUN

35. R PROP ELEMENT SHORTED

36. RTU FAIL

37. R MAIN GEAR FAIL

38. LANDING GEAR IND CB TRIPS

39. L SQUAT SW FAIL TO GND POS

40. R SQUAT SW FAIL TO GND POS

41. #1 ADC FAIL

42. #2 AHRS HEADING FAIL

43. #2 AHRS ATTITUDE FAIL

44. PILOT'S PFD FAIL

45. MFD FAIL

46. #1 CONTROL DISPLAY UNIT FAIL

47. L BLEED AIR WARN LT

48. CABIN DOOR WARNING

49. L OVSP GOV SET HIGH

50. L PRIMARY GOV LINKAGE FAIL

51. L PRIMARY GOV FAIL

52. L AUTOFEATHER FAIL - NO LIGHT

53. R AUTOFEATHER FAIL - NORMAL

INDICATIONS

54. L ICE VANE FAIL (MAIN)

55. R ICE VANE FAIL (STANDBY)

56. L ENG HANGS AT MIN FLOW

57. L FCU FAIL

58. L CHIP DETECT LT

59. L NO ITT START

60. L HUNG START

61. R HOT START

62. L START RELAY FAILS CLOSED

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Job Ground Flight Simulator Lease Base Year

FFP

The 185th MC-12W Flight Training Unit requires a lower level MC-12W training device that will present an interactive graphical cockpit simulation of the KA-350 with Rockwell Collins Proline 21 and MC-12W Baseline 3.3 cockpit configuration.

FOB: Destination

MFR PART NR: 69

PSC CD: 6930

NET AMT

0002 1 Job OPTION Ground Flight Simulator Option Year 1

FFP

he 185th MC-12W Flight Training Unit requires a lower level MC-12W training device that will present an interactive graphical cockpit simulation of the KA-350 with Rockwell Collins Proline 21 and MC-12W Baseline 3.3 cockpit configuration.

FOB: Destination

0003 1 Job OPTION Ground Flight Simulator Option Year 2

FFP

he 185th MC-12W Flight Training Unit requires a lower level MC-12W training device that will present an interactive graphical cockpit simulation of the KA-350 with Rockwell Collins Proline 21 and MC-12W Baseline 3.3 cockpit configuration.

0004 1 Job OPTION Ground Flight Simulator Option Year 3

FFP

he 185th MC-12W Flight Training Unit requires a lower level MC-12W training device that will present an interactive graphical cockpit simulation of the KA-350 with Rockwell Collins Proline 21 and MC-12W Baseline 3.3 cockpit configuration.

0005 1 Job OPTION Ground Flight Simulator Option Year 4

FFP

he 185th MC-12W Flight Training Unit requires a lower level MC-12W training device that will present an interactive graphical cockpit simulation of the KA-350 with Rockwell Collins Proline 21 and MC-12W Baseline 3.3 cockpit configuration.

CRMA

FFP

The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Oklahoma National Guard via a secure data collection site. The contractor is required to completely fill in all required data fields using the following web addresses: http://www.ecmra.mil/ or https://cmra.army.mil/. Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. Data shall be reported not later than the first to occur of (1) submission of contractor’s final invoice following conclusion of the period of performance or (2) October 31 of each calendar year. Contractors may direct questions to the help desk at help desk at: http://www.ecmra.mil

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A Government 0002 N/A N/A N/A Government 0003 N/A N/A N/A Government 0004 N/A N/A N/A Government 0005 N/A N/A N/A Government 0006 N/A N/A N/A N/A

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 27-SEP-2019 TO

26-SEP-2020

N/A 185TH AIRLIFT SQUADRON

CASEY MCCORMACK

5201 FLIGHTLINE DRIVE

OKLAHOMA CITY OK 73179

(405) 686-5673

F9T101

0002 POP 27-SEP-2020 TO

26-SEP-2021

N/A (SAME AS PREVIOUS LOCATION)

0003 POP 27-SEP-2021 TO

26-SEP-2022

N/A (SAME AS PREVIOUS LOCATION)

0004 POP 27-SEP-2022 TO

26-SEP-2023

N/A (SAME AS PREVIOUS LOCATION)

0005 POP 27-SEP-2024 TO

26-SEP-2025

N/A (SAME AS PREVIOUS LOCATION)

0006 N/A N/A N/A N/A

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions NOV 2013 52.203-3 Gratuities APR 1984 52.203-5 Covenant Against Contingent Fees MAY 2014 52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006 52.203-7 Anti-Kickback Procedures MAY 2014 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

JAN 2017

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards

OCT 2018

52.204-13 System for Award Management Maintenance OCT 2018 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

JUN 2016

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

OCT 2015

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items

AUG 2019

52.215-2 Audit and Records--Negotiation OCT 2010 52.219-8 Utilization of Small Business Concerns OCT 2018 52.219-28 Post-Award Small Business Program Rerepresentation JUL 2013 52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEP 2016 52.222-35 Equal Opportunity for Veterans OCT 2015 52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014 52.222-37 Employment Reports on Veterans FEB 2016 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons JAN 2019 52.223-6 Drug-Free Workplace MAY 2001 52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

AUG 2011

52.224-3 Privacy Training JAN 2017 52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Authorization and Consent DEC 2007 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.232-17 Interest MAY 2014 52.232-23 Assignment Of Claims MAY 2014 52.232-25 Prompt Payment JAN 2017 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233-1 Disputes MAY 2014 52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.242-13 Bankruptcy JUL 1995 52.242-15 Stop-Work Order AUG 1989 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Items JAN 2019 52.252-2 Clauses Incorporated By Reference FEB 1998 52.253-1 Computer Generated Forms JAN 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

OCT 2016

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

MAY 2016

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.225-7012 Preference For Certain Domestic Commodities DEC 2017 252.225-7048 Export-Controlled Items JUN 2013 252.232-7010 Levies on Contract Payments DEC 2006 252.243-7002 Requests for Equitable Adjustment DEC 2012

CLAUSES INCORPORATED BY FULL TEXT

52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

(i) technical capability of the item offered to meet the Government requirement;

(ii) price;

(iii) past performance (see FAR 15.304);

Basis for Contract Award: Three factors will be used to evaluate offerors’ quotes: Technical Acceptability and Price. Contract award will be made to the offeror who submits the lowest total evaluated price quote achieving a rating of “Acceptable” for both subfactors under the Technical Acceptability factor. Past Performance will be evaluated to assist in determining contractor responsibility in accordance with FAR 9.104-1 but will not be included as a subfactor or rated. By submission of its offer, the offeror accedes to all solicitation requirements including:

Technical and past performance, when combined, are Equal to Price.

1. Technical Acceptability – The Government technical evaluation team shall evaluate the technical quotes at the subfactor level, assigning an “Acceptable” or “Unacceptable” rating as defined below.

ACCEPTABLE – The quote clearly meets the minimum requirements of the solicitation.

UNACCEPTABLE – The quote does not clearly meet the minimum requirements of the solicitation.

(a) Subfactor 1 – Technical Approach

i. Submits an applicable hardware program as detailed in the PWS.

ii. Submits an applicable software program as detailed in the PWS.

iii. Submits a detailed and effective quality control plan to ensure the simulator meets all PWS requirements and includes proposed actions for correction of any simulator deficiencies or repair.

iv. Submits a lead time for delivery and installation to Will Rogers Air National Guard Base OKC, OK 73179.

2. Price Evaluation – The Government will evaluate the offeror’s price quote, to include all options, for price completeness and reasonableness as described below.

(a) Completeness – The offeror’s price quote will be evaluate for completeness by confirming the offeror has provided unit and total price for all CLINs.

(b) Reasonableness – The offeror’s price will be evaluated for reasonableness through one of more of the methods specified in FAR 13.106-2 and FAR 13.106-3.

a. In accordance wil the requirement of FAR 52.212-1(b)(6) price and any discount terms: The total evaluated price will be inclusive of all CLINs for the 12 month base period, the 4 One (1) year option periods, and the six month extension. The six month extension shall be priced by the offeror, IAW FAR Clause 52.217-8 using the last option year prices (Option Year Four).

3. Past Performance - In accordance with the requirement of 52.212-1(b)(10) the offeror shall submit recent and relevant past performance information same or similar items and other references to include a minimum of:

Program Title Brief scope description as Prime or Subcontractor Contracting Agency or Customer Contract Number Contract Type (i.e.FFP) Period of Performance Contract Value Amount Quality of Service Primary Point of Contract, include name, phone number, and email address

4. The proposal shall be limited to 10 pages, typed at 10 pitch or larger type, single spaced, and single sided on sheets 8.5”X 11” with 1” margins. This page limitation is inclusive to indexes, photographs, fold-outs, and appendices. Hardware program, Software program, and any FAA Certifications are NOT included in the total page count. Offer will be submitted on the SF 1449 and any additioanl required fill in provisions/clauses by the offeror, these pages will not be counted towards the 10 page limit. Any amendments (if applicable) will not count towards the 10 page limit.

*Notice to Offeror(s): Funds are not presently available for award. No award will be made under this solicitation until funds are available. The Government reserves the right to cancel this solicitation, either before or after the closing date. In the event the Government cancels this solicitation, the Government has no obligation to reimburse an offeror any costs.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', as amended (41 U.S.C. 601-613).

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 or 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 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

(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; and (9) the specification.

(t) Reserved.

(u) Unauthorized Obligations.

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

1341), the following shall govern:

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

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

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

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

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

(End of Clause)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years 6 months.

(End of clause)