Attachment_1_-__W912PF-18-Q-0010_Safety_Coordination_Service.pdf

SEE ADDENDUM

(No Collect Calls)

W912PF18Q0010 04-May-2018

b. TELEPHONE NUMBER

39-050-54-8368

8. OFFER DUE DATE/LOCAL TIME

12:00 PM 04 Jun 2018

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.

W912PF9. ISSUED BY

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

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

KETTI ANDREI

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

414TH CSB RCO ITALY SUBOFFICE LIVORNO

VIA AURELIA, EDIFICIO 5131

ZONA DEPOSITO

56128 TIRRENIA (PISA)

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 16. ADMINISTERED BY

SEE SCHEDULE

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

39-050-54-8289FAX:

TEL: 39-050-54-8365/4 SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$15,000,000

NAICS:

541330

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 OF79

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.

W912PF18Q0010

Section SF 1449 - CONTINUATION SHEET

TABLE 1

Bid schedule

TABLE 1

SUBJECT: DESIGN SAFETY COORDINATION

REQUEST FOR QUOTE

Construction amount range

Price 11 June 2018 10 June 2019

Price 11 June 2019 10 June 2020

Price 11 June 2020 10 June 2021

Price 11June 2021 10 June 2022

Price 11 June 2022 10 June 2023

Up to € 100,000

EURO EURO EURO EURO EURO

Between €101,000 and €300,000

EURO EURO EURO EURO EURO

Between €301,000 and €500,000

EURO EURO EURO EURO EURO

Between € 501,000 and € 750,000

EURO EURO EURO EURO EURO

Between € 751,000 and € 1,000,000

EURO EURO EURO EURO EURO

Over €1,000,000

EURO EURO EURO EURO EURO

CMR EURO EURO EURO EURO EURO

TABLE 2

TABLE 2

SUBJECT: CONSTRUCTION SAFETY COORDINATION

amount range

Price 11 June 2018 10 June 2019

Price 11 June 2019 10 June 2020

Price 11 June 2020 10 June 2021

Price 11June 2021 10 June 2022

Price 11 June 2022 10 June 2023

Up to € 100,000

EURO EURO EURO EURO EURO

Between €101,000 and €300,000

EURO EURO EURO EURO EURO

Between €301,000 and €500,000

EURO EURO EURO EURO EURO

Between € 501,000 and € 750,000

EURO EURO EURO EURO EURO

Between € 751,000 and € 1,000,000

EURO EURO EURO EURO EURO

Over €1,000,000

TABLE 3

TABLE 3

SUBJECT: ADDITIONAL DESIGN SAFETY COORDINATION FOR ROOF

TECHNICAL DOCUMENT

amount range

Price 11 June 2018 10 June 2019

Price 11 June 2019 10 June 2020

Price 11 June 2020 10 June 2021

Price 11June 2021 10 June 2022

Price 11 June 2022 10 June 2023

Up to € 100,000

EURO EURO EURO EURO EURO

Between €101,000 and €300,000

EURO EURO EURO EURO EURO

Between €301,000 and €500,000

EURO EURO EURO EURO EURO

Between € 501,000 and € 750,000

EURO EURO EURO EURO EURO

Between € 751,000 and € 1,000,000

EURO EURO EURO EURO EURO

Over €1,000,000

TABLE 4

BID SCHEDULE

TABLE 4

SUBJECT: ADDITIONAL CONSTRUCTION SAFETY COORDINATION AS DELEGATO

DEL SOGGETTO INTERESSATO

amount range

Price 11 June 2018 10 June 2019

Price 11 June 2019 10 June 2020

Price 11 June 2020 10 June 2021

Price 11June 2021 10 June 2022

Price 11 June 2022 10 June 2023

Up to € 100,000

EURO EURO EURO EURO EURO

Between €101,000 and €300,000

EURO EURO EURO EURO EURO

Between €301,000 and €500,000

EURO EURO EURO EURO EURO

Between € 501,000 and € 750,000

EURO EURO EURO EURO EURO

Between € 751,000 and € 1,000,000

EURO EURO EURO EURO EURO

Over €1,000,000

BLANKET PURCHASE AGREEMENT

GENERAL INFORMATION: The United States Army, 414th CSB, Regional Contracting Office Italy – Sub-Office Livorno, located at Camp Darby, Tirrenia (Pisa) intends to award a Blanket Purchase Agreement (BPA) to Italian certified professionals to perform Safety Services for future construction projects in accordance with the below references (1):

a. D.Lgs. 9 Apr 2008, n. 81 Testo Unico sulfa Salute e Sicurezza sul Lavoro;

b. D.Lgs. 3 Aug 2009, n. 106, Integration and correction of the above;

c. DPGR Toscana 18 Dec 2013, n. 75/R. Regolamento di attuazione dell'Articolo 82, comma 15, della Legge Regionale 3 gennaio, N. I (Norme per ii Governo del Territorio);

d. Legge 1 Oct 2012, n. 177. Modi.fiche al D. Lgs. 81/2008 in materia di sicurezza sul lavoro per la bonifica degli ordigni bellici;

e. Ministero della Difesa, Direzione dei Lavori e del Demanio. "Direttiva Tecnica Bonifica Bellica

Sistematica Terrestre, Gen-BST 001, Ed. 2017''.

The construction sites will be normally located in the local US military areas; USAG Livorno, Leghorn Army Depot Area and Ammunition Storage Area, all located in the Comune di Pisa.

The Government will establish Blanket Purchase Agreements with responsible vendor(s) whose offer Is advantageous to the Government. In order to be considered awardable the awardees must have acceptable rating in every technical factors. The U.S. Government intends to award up to three Blanket Purchase Agreements without discussions, but reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. Offerors may be asked to clarify some issues regarding the technical factors to enhance U.S. Government understanding. Such clarifications shall not be used to cure proposal deficiencies or material omissions, and /or otherwise revise the quote.

Request for Information (RFI) (bidder's questions about this requirement ) shall be submitted until seven (7) working days before the closing date as identified on SF 1449 Page 1, Block 8.

The awardees shall attend the following trainings:

ANTITERRORISM/OPERATIONS SECURITY (AT/OPSEC):

a.AT Level I Training. All contractor employees, to include subcontractor employees , requiring access Army installations, facilities and controlled access areas shall complete AT Level I awareness training within 20 calendar days after contract start date or effective date of incorporation of this requirement into the contract, whichever is applicable. The contractor shall submit certificates of completion for each affected contractor employee and subcontractor employee, to the COR or to the contracting officer, if a COR is not assigned, within 20 calendar days after completion of training by all employees and subcontractor personnel. AT Level I awaren ess training is available at the following website: http://jko.jten.mil.

b.Access and General Protection, Security Policy and Procedures. Contractor and all associated subcontractors employees shall provide all information required for background checks to meet installation access requirements to be accomplished by installation Provost Marshal Office, Director of Emergency Services or Security Office. Contractor workforce must comply with all personal identity verification requirements (FAR clause 52.204-9, Personal Identity Verification of Contractor Personnel) as directed by DOD, HQDA and/or local policy. In addition to the changes otherwise authorized by the changes clause of this contract, should the Force Protection Condition (FPCON) at any individual facility or installation change, the Government may require changes in contractor security matters or processes.

c.iWATCH Training. The contractor and all associated sub-contractors shall brief all employees on the local iWATCH program (training standards provided by the requiring activity ATO). This local developed training will be used to inform employees of the types of behavior to watch for and instruct employees to report suspicious activity to the COR. This training shall be completed within 20 calendar days of contract award and within 30 calendar days of new employees commencing performance with the results reported to the COR NLT 20 calendar days after contract award.

d.According to AR 530-1, new contractor employees must complete Level I OPSEC training within 30 calendar days after they report for duty. All contractor employees must complete annual OPSEC awareness training.

U.S. AND HOST NATION HOLIDAYS

U.S. Holidays: Work shall not be performed on U.S. holidays occurring during the normal work week unless otherwise directed by the Contracting Officer. When a U.S. Holiday occurs on a Saturday or a Sunday, the Holiday is observed on the preceding Friday or following Monday, respectively.

Host Nation Holidays: Work shall not be performed on local Host Nation* Holidays occurring during the normal workweek unless otherwise directed by the Contracting Officer.

* Local Host Nation Holidays occur in the Provence (Provincia) or Region (Regione) where contract performance takes place.

U.S. Holidays:

Name of U.S. Holiday Date

New Year’s Day January 1

Martin Luther King, Jr. Day 3rd Monday of January

Washington’s Birthday / President’s Day 3rd Monday of February

Memorial Day Last Monday of May

Independence Day July 4

Labor Day 1st Monday of September

Columbus Day 2nd Monday of October

Veterans’ Day November 11

Thanksgiving 4th Thursday of November

Christmas Day December 25

Host Nation Holidays:

English Name of Host Nation Holiday Italian Name Holiday Date

New Year’s Day Capodanno January 1

Epiphany Day Epifania January 6

Easter Monday Pasquetta Monday after Easter

Liberation Day Festa della Liberazione April 25

Labor Day Festa del Lavoro May 1

Local Public Holiday* Saint Giulia May 22

Republic Day Festa della Repubblica June 2

Local Public Holiday* Saint Ranieri June 17

Ferragosto / Assumption Day Ferragosto and Assunta August 15

All Saints’ Day Tutti i santi (or Ognissanti) November 1

Immaculate Conception Day Immacolata Concezione December 8

Christmas Day Natale December 25

Saint Stephen’s Day Santo Stefano December 26

1)DESCRIPTION OF AGREEMENT: The Contractor shall have at his/her availability one or more qualified technical personnel who will be tasked to perform the following duties, as detailed in each BPA Call received:

a)Design Safety Coordinator (DSC) services: "Coordinatore in materia di sicurezza e salute durante la progettazione", Contractor's technicians shall be appointed as DSC and shall perform all the duties stated at art. 91, paragraph 1 of Ref. I.a., as amended by Ref. l.b. The Safety and Coordination Plan (Piano di Sicurezza e Coordinamento) and the Pamphlet (Fascicolo) shall be delivered in two signed paper copies and one electronic signed copy. Included in the assignment is, if necessary because of the nature of the work to be performed, the assessment of the risk due to the presence of unexploded war ordinances referred to in Ref. l .d b)Roofing Technical Plan service: In conjunction with the appointment as DSC, contractor's technician may be required to accomplish the additional Task of the Preparation of the Roofing Technical Plan (Elaborato Tecnico della Copertura, ETC) and performance of other related accomplishments as required by Ref. l.b.: in this case the DSC shall perform the duties as required by art. 5 of above mentioned Toscana Region Code. ETC shall be delivered as the documents in the previous paragraph.

c)Construction Safety Coordinator (CSC) services, "Coordinatore in Materia di sicurezza e salute durante l'esecuzione dei lavori''. Contractor shall be appointed as CSC and shall perform all the duties stated at the article 92, paragraph 1 of Ref. I.a. as amended by Ref. 1.b. In addition to what required by the law, the attendance at coordination meetings with the construction contractor and representative of the US Government is required when work starts. A copy of the reports following the work site visits and the one after the coordination meetings, as well as any other correspondence between the CSC and the construction contractor shall be provided to the Contracting Officer Representative (COR). The Government may require the English translation of such correspondence.

d) Additional tasks: In conjunction with the appointment as CSC, the contractor may be required to perform the additional task of Delegato del Soggetto Interessato with the definition of the Ref. l .d., in case the contract provides for the execution of UXO (Unexploded Ordnances) Search. All tasks included in the same reference, for the entire duration of the processing, will be borne by the contractor, including relations with the relevant Military Authority and with the Specialized Company tasked for the Search. All official reports, correspondence and other documents related to the search will be produced as original to the COR at the end of the procedure. During the course of the procedure, a weekly update will be provided with written report providing a copy of the exchanged documentation and correspondence.

2)EXTENT OF OBLIGATION: The Government will be obligated only to the extent of authorized purchases actually made under the BPA. The amount of services that will be ordered during the period covered by the BPA will depend the needs of the Government. The Government will not be bound to place calls with any of the BPA vendors.

3) PURCHASE LIMITATION: Calls placed by a Contracting Officers of the Regional Contracting Office can be up to $ 10,000.00 ( Euro 9,329.00) Rate used 1$=Euro 0.9329.

4) ORDER PROCEDURES: Multiple BPAs will be established in accordance with FAR 13.303-2(c)(1) to satisfy maximum practicable competition. The Blanket Purchase Agreement will be established with the three companies.

A price list will be included in each Blanket Purchase Agreement ( See Table 1; Table2; Table3 and table 4). A rotation among the three BPA holders will be performed and an equal distribution of the calls will be issued.

5) TOTAL VALUE OF BLANKET PURCHASE AGREEMENT: The estimated total value of the Blanket Purchase Agreement for five year is $ 300,000.00. The estimated amount for each year is around $ 60,000.00. The estimated total number of calls for each year are thirty (30) as follows:

A=Construction Amount A<Euro 100,000 - Five(5) calls ( estimated number) Euro 101,000<A< Euro 300,000- Six (6) calls ( estimated number) Euro 301,000<A<500,000-Eight(8) calls (estimated number)

Euro 501,000<A<Euro750,000-Four(4) calls ( estimated number) Euro 751,000<A<Euro 1,000,000- Four (4) calls (estimated number) A>Euro 1,000,000-Three (3) calls(estimated number)

6)PERIOD OF PERFORMANCE: This Blanket Purchase Agreement shall be effective 11 June 2018 - 10 June 2023.

7)INDIVIDUALS AUTHORIZED TO PURCHASE UNDER THE BPA: Authorized callers are limited to RCO- Italy Contracting Officers.

DELIVERY TICKET: Delivery tickets shall contain the following information:

(i) Name of supplier.

(ii) BPA number.

(iii) Date of purchase.

(iv) Purchase number.

(v) Itemized list of services furnished.

(vi) Quantity, unit price, and extension of each item, less applicable discounts

(vii) Date of delivery.

8)METHOD OF CONTRACTING AND AWARD: A Blanket Purchase Agreement (BPA) is a simplified method of filling the Government’s anticipated repetitive needs for supplies or services by establishing charge accounts with qualified sources of supply . BPAs are designed to reduce administrative costs in accomplishing simplified acquisition by eliminating the need for individual purchase documents. The Government will award a Blanket Purchase Agreement based on the price and non-price factors. The non-price factors will be scored on Acceptable or Unacceptable basis.

Award will then be made on the basis of the lowest acceptable evaluated proposal price.

9)PRICING: The offeror shall submit its price based on the construction amount ranges. The offer for each of the three types of required services must indicate the proposed professional fees for construction amounts . Please indicate your prices in the Bid Schedule Tables 1, 2, 3 and 4.

All prices must be without IVA; since the US Government is exempt from being charged such tax . The offer shall indicate the percentage to be applied on each fees if it is requested by your profession. Actual pricing will be established for each BPA call by applying the fees indicated to the actual construction contract estimated or awarded amount ranges.

Note: The percentage of 20% will be deducted from each invoice in accordance with the Italian Law. The lowest offer will be determined making the sum of the unit price quoted for each task included in the Bid Schedule Tables 1, 2,3,and 4 for all five years.

10) INVOICES: An itemized invoice shall be submitted at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. These invoices need not be supported by copies of delivery tickets. All invoices shall be submitted in accordance with the Wide Area Workflow Payment Instructions (DFARS 252.232-7006).

11) ANNUAL REVIEW : The Contracting Offcier will ensure this BPA is reviewed at least annually and if necessary, will update the BPA. The Contracting Officer will maintain awareness of changes in market conditions, sources of supply, and other pertinent factors that may warrant making new arrangements with different suppliers or modifying existing arrangements.

12) CANCELLATION TERMS: The Government reserves the right to cancel this BPA at anytime and it bound only to the extent that the Contractor must be given 30 days written notification prior to exercising this right.

13)CONTRACT MANPOWER REPORT: Each call shall include the Contract Manpower Report (CMR). The offeror shall submit the price to perform this report on each call. Indicate the price in the Bid Schedule Table1, Table 2, Table 3 and Table 4. The explanation of this report is provided:

Contract Manpower Report (CMR) - The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the subject contract via a secure data collection site. The contractor is required to completely fill in all required data fields using the following web address: http://www.cmra.mil/ and then click on “Department of the Army CMRA” or the icon of the DoD organization that is receiving or benefitting from the contracted services.

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. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year, beginning with 2018. Contractors may direct questions to the help desk by clicking on “Send an email” which is located under the Help Resources ribbon on the right side of the login page of the applicable Service/Component’s CMR website.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

CLAUSES INCORPORATED BY FULL TEXT

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

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

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', 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) System for Award Management (SAM). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

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

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

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

Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

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

(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)

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions NOV 2013 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

APR 2014

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

OCT 2016

52.204-18 Commercial and Government Entity Code Maintenance JUL 2016

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

(a) Definitions. As used in this clause--

Electronic Funds Transfer (EFT) indicator means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

Registered in the System for Award Management (SAM) database means that--

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM database;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record ``Active''.

System for Award Management (SAM) means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12;

and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

Unique entity identifier means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) The Contractor is responsible 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.

(c)(1)(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; and

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

(ii) If the Contractor fails to comply with the requirements of paragraph (c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(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.

(2) 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. 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.

(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(d) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.acquisition.gov.

(End of clause)

52.204-17 Ownership or Control of Offeror JUL 2016 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.225-14 Inconsistency Between English Version And Translation Of

Contract

FEB 2000

52.228-4 Workers' Compensation and War-Hazard Insurance Overseas APR 1984 52.229-6 Taxes--Foreign Fixed-Price Contracts FEB 2013 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-17 Interest MAY 2014 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

JUL 2013

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.233-1 DISPUTES. (MAY 2014)

(a) This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

(b) Except as provided in 41 U.S.C. chapter 71, all disputes arising under or relating to this contract shall be resolved under this clause.

(c) “Claim,” as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under the Act until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C. chapter 71. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

(d)(1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer.

(2)(i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor.”

(3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim.

(e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The Contracting Officer’s decision shall be final unless the Contractor appeals or files a suit as provided in 41 U.S.C. chapter 71.

(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor’s specific reasons for rejecting the offer.

(h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

52.233-3 Protest After Award AUG 1996 52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.242-13 Bankruptcy JUL 1995 52.242-15 Stop-Work Order AUG 1989

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.