W912PF-18-Q-0014_Combined.pdf

United States Army Garrison (USAG) Italy-Vicenza

Hazardous Materials / Hazardous Waste Management Services for USAG – Italy, Vicenza

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart

12.6, Streamlined Procedures for Evaluation and Solicitation of Commercial Items, as supplemented with additional information included in this notice.

This announcement constitutes the only solicitation; quotes are being requested and a separate written solicitation will not be issued. The Government is releasing this combined synopsis/solicitation electronically via FedBizOpps only. The solicitation number is W912PF-18-Q-0014 and this solicitation is issued as a Request for Quote (RFQ).

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition

Circular (FAC) 2005-66 Effective April 1, 2013.

The North American Industry Classification System (NAICS) code assigned to this project is 562112 –

Hazardous waste collection services.

This requirement is not set aside for small business.

The solicitation includes 15 CLINS, including Options that are separately priced. There will be one (1) twelve month base period and four (4) twelve month Option periods. The base contract’s Period of Performance is estimated to begin 18 May l 2018, with an end date of 17 May 2019, plus four (4) Option years with an estimated end date of 17 May 2023.

The Government anticipates the award being a Firm Fixed Price contract to provide Hazardous Material /

Hazardous Waste Management Services. The Place of Performance will be on Caserma Ederle, Vicenza, Italy.

The provision at 52.212-1, Instructions to Offerors -- Commercial, and the addendum to 52.212-1 apply to this acquisition; for reference see attached solicitation.

The provision at 52.212-2, Evaluation -- Commercial Items, apply to this acquisition; for reference see attached solicitation.

The provision at FAR 52.212-3, Offeror Representations and Certifications -- Commercial Items (Dec

2012), applies to this acquisition.

The Provision at FAR 52.204-7 Alt I, System for Award Management, applies to this acquisition: to be awarded a Government contract the offeror MUST:

i. Have a DUNS number (Dun & Bradstreet); Phone: 01-28-455-379;

-American: http://fedgov.dnb.com/webform);

-Italian: https://www.dnb.it

ii. Have a CAGE/NCAGE number

-American Contractor: CAGE code will be generated upon completion of SAM registration.

-Italian Contractor: NCAGE code can be obtained via https://www.siac.difesa.it/tiki/tikiindex.php?page=NCAGE

iii. Be registered in the System for Award Management (SAM) website (https://www.sam.gov/portal/public/SAM/)

Please ensure that your firm is registered with SAM and that all information is current. If you are not registered or your information is not current, you need to go to https://www.sam.gov/portal/public/SAM/ and fill out a web based application. You must have a DUNS number in order to start this process. If you do not have a DUNS number, you can obtain one at http://www.dnb.com/. It takes two to three business days to receive a DUNS number and two to three business days to receive a CAGE code. Please begin the process as soon as you receive this RFQ in order to speed up the contracting process in the event that you are the winning bidder. Both requirements are free of charge.

The Clause at DFARS 252.232-7006, Wide Area Workflow Payment Instructions, applies to this acquisition: all firms must be registered in Wide Area Workflow (WAWF) at https://wawf.eb.mil at time of quote submittal.

The clause at 52.212-4, Contract Terms and Conditions -- Commercial Items and the addendum to 52.212-

4, apply to this acquisition.

The clause at 52.212-5, Contract Terms and Conditions Required To Implement Statutes Or Executive

Orders - Commercial Items, applies to this acquisition. The below FAR clauses cited in the clause at

52.212-5 are applicable to the acquisition:

52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)

(section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub.

L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

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

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

52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C.

3805 note)).

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

Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

52.209-6, Protecting the Government's Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31

U.S.C. 6101 note).

52.222-50, Combating Trafficking in Persons, Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 78 and

E.O. 13627).

http://fedgov.dnb.com/webform)%3B http://www.dnb.it/ http://www.siac.difesa.it/tiki/tikiindex.php?page=NCAGE https://www.sam.gov/portal/public/SAM/ http://www.sam.gov/portal/public/SAM/ http://www.dnb.com/

52.223-18, Encouraging Contractor Policies to Ban Text

Messaging While Driving (Aug 2011) (E.O. 13513).

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

52.232-33, Payment by Electronic Funds Transfer—System for Award Management (July 2013) (31 U.S.C. 3332).

All clauses and provisions may be accessed electronically at http://farsite.hill.af.mil and http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html.

OFFER DUE: Transmission of offers in response to this RFQ, shall be submitted as an electronic version in Microsoft Word, or PDF, via email not later than 1200 P.M. Central European Time on 17 May 2018 to the following email addresses: francesca.candia.ln@mail.mil and

Raquel.o.blankenhorn.civ@mail.mil http://farsite.hill.af.mil/ http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html mailto:francesca.candia.ln@mail.mil mailto:.blankenhorn.civ@mail.mil

W912PF18Q0014

Section SF 1449 - CONTINUATION SHEET

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 12 Months Management & Operation TWSA

FFP

Management, operation and inspection of two TWSA (Temporary Waste Storage

Area) on USAG-ITALY, VICENZA, in strict accordance with the Performance

Work Statement.

FOB: Destination

PURCHASE REQUEST NUMBER: 0011151916

PSC CD: Z2PD

NET AMT

0002 12 Months HM/HW Assessment

FFP

Assessment of the Hazardous Material Storage & Hazardous Waste Accumulation

Points (HWAPs) located within USAG - Italy, Vicenza, in strict accordance with the Performance Work Statement.

FOB: Destination

PURCHASE REQUEST NUMBER: 0011151916

1001 12 Months OPTION Management & Operation TWSA

FFP

Management, operation and inspection of two TWSA (Temporary Waste Storage

Area) on USAG-ITALY, VICENZA, in strict accordance with the Performance

Work Statement.

FOB: Destination

1002 12 Months OPTION HM/HW Assessment

FFP

Assessment of the Hazardous Material Storage & Hazardous Waste Accumulation

Points (HWAPs) located within USAG - Italy, Vicenza, in strict accordance with the Performance Work Statement.

2001 12 Months OPTION Management & Operation TWSA

FFP

Management, operation and inspection of two TWSA (Temporary Waste Storage

Area) on USAG-ITALY, VICENZA, in strict accordance with the Performance

Work Statement.

2002 12 Months OPTION HM/HW Assessment

FFP

Assessment of the Hazardous Material Storage & Hazardous Waste Accumulation

Points (HWAPs) located within USAG - Italy, Vicenza, in strict accordance with the Performance Work Statement.

3001 12 Months OPTION Management & Operation TWSA

FFP

Management, operation and inspection of two TWSA (Temporary Waste Storage

Area) on USAG-ITALY, VICENZA, in strict accordance with the Performance

Work Statement.

3002 12 Months OPTION HM/HW Assessment

FFP

Assessment of the Hazardous Material Storage & Hazardous Waste Accumulation

Points (HWAPs) located within USAG - Italy, Vicenza, in strict accordance with the Performance Work Statement.

4001 12 Months OPTION Management & Operation TWSA

FFP

Management, operation and inspection of two TWSA (Temporary Waste Storage

Area) on USAG-ITALY, VICENZA, in strict accordance with the Performance

Work Statement.

4002 12 Months OPTION HM/HW Assessment

FFP

Assessment of the Hazardous Material Storage & Hazardous Waste Accumulation

Points (HWAPs) located within USAG - Italy, Vicenza, in strict accordance with the Performance Work Statement.

Contract Manpower Reporting

FFP

The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Hazardous Material / Hazardous Waste MAnagement Services 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.ecmra.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 and at the end of the period of performance for 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. For contractor Manpower Reporting CLIN (CLIN 7500, 7501, 7502, 7503, 7504), the offeror shall propose a price for each CLIN to cover all reporting costs. If the offeror proposes to provide this report at no additional cost to the Government, it should indicate $0.00 or, “No Charge― or rather than not addressing the line item. If the line item is left blank, the offeror agrees that this report will be provided at no additional cost to the Government, $0.00 shall be used for evaluation purposes, and the contract CLIN will be priced at $0.00.

OPTION Contract Manpower Reporting

FFP

The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Hazardous Material / Hazardous Waste MAnagement Services 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.ecmra.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 and at the end of the period of performance for 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. For contractor Manpower Reporting CLIN (CLIN 7500, 7501, 7502, 7503, 7504), the offeror shall propose a price for each CLIN to cover all reporting costs. If the offeror proposes to provide this report at no additional cost to the Government, it should indicate $0.00 or, “No Charge― or rather than not addressing the line item. If the line item is left blank, the offeror agrees that this report will be

OPTION Contract Manpower Reporting

FFP

The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Hazardous Material / Hazardous Waste MAnagement Services 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.ecmra.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 and at the end of the period of performance for 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. For contractor Manpower Reporting CLIN (CLIN 7500, 7501, 7502, 7503, 7504), the offeror shall propose a price for each CLIN to cover all reporting costs. If the offeror proposes to provide this report at no additional cost to the Government, it should indicate $0.00 or, “No Charge― or rather than not addressing the line item. If the line item is left blank, the offeror agrees that this report will be

OPTION Contract Manpower Reporting

FFP

The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Hazardous Material / Hazardous Waste MAnagement Services 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.ecmra.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 and at the end of the period of performance for 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. For contractor Manpower Reporting CLIN (CLIN 7500, 7501, 7502, 7503, 7504), the offeror shall propose a price for each CLIN to cover all reporting costs. If the offeror proposes to provide this report at no additional cost to the Government, it should indicate $0.00 or, “No Charge― or rather than not addressing the line item. If the line item is left blank, the offeror agrees that this report will be

OPTION Contract Manpower Reporting

FFP

The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Hazardous Material / Hazardous Waste MAnagement Services 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.ecmra.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 and at the end of the period of performance for 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. For contractor Manpower Reporting CLIN (CLIN 7500, 7501, 7502, 7503, 7504), the offeror shall propose a price for each CLIN to cover all reporting costs. If the offeror proposes to provide this report at no additional cost to the Government, it should indicate $0.00 or, “No Charge― or rather than not addressing the line item. If the line item is left blank, the offeror agrees that this report will be

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government

0002 Destination Government Destination Government

1001 Destination Government Destination Government

1002 Destination Government Destination Government

2001 Destination Government Destination Government

2002 Destination Government Destination Government

3001 Destination Government Destination Government

3002 Destination Government Destination Government

4001 Destination Government Destination Government

4002 Destination Government Destination Government

7500 Destination Government Destination Government

7501 Destination Government Destination Government

7502 Destination Government Destination Government

7503 Destination Government Destination Government

7504 Destination Government Destination Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 01-JUN-2018 TO

31-MAY-2019

N/A VICENZA MILITARY COMMUNITY

VICENZA MILITARY COMMUNITY

CASERMA EDERLE

VIALE DELLA PACE

VICENZA 36100

W582RR

0002 POP 01-JUN-2018 TO

N/A (SAME AS PREVIOUS LOCATION)

1001 POP 01-JUN-2019 TO

31-MAY-2020

N/A (SAME AS PREVIOUS LOCATION)

1002 POP 01-JUN-2019 TO

N/A (SAME AS PREVIOUS LOCATION)

2001 POP 01-JUN-2020 TO

31-MAY-2021

N/A (SAME AS PREVIOUS LOCATION)

2002 POP 01-JUN-2020 TO

N/A (SAME AS PREVIOUS LOCATION)

3001 POP 01-JUN-2021 TO

31-MAY-2022

N/A (SAME AS PREVIOUS LOCATION)

3002 POP 01-JUN-2021 TO

N/A (SAME AS PREVIOUS LOCATION)

4001 POP 01-JUN-2022 TO

31-MAY-2023

N/A (SAME AS PREVIOUS LOCATION)

4002 POP 01-JUN-2022 TO

N/A (SAME AS PREVIOUS LOCATION)

7500 POP 01-JUN-2018 TO

N/A (SAME AS PREVIOUS LOCATION)

7501 POP 01-JUN-2019 TO

N/A (SAME AS PREVIOUS LOCATION)

7502 POP 01-JUN-2020 TO

N/A (SAME AS PREVIOUS LOCATION)

7503 POP 01-JUN-2021 TO

N/A (SAME AS PREVIOUS LOCATION)

7504 POP 01-JUN-2022 TO

N/A (SAME AS PREVIOUS LOCATION)

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.

https://www.acquisition.gov/

(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)

ADDENDUM TO 52.212-4

In accordance with FAR 12.302, Tailoring of Provisions and Clauses for Acquisition of

Commercial Items, FAR 52.212-4 is tailored, as shown below, to reflect the special terms and conditions unique for this contract.

The following shall apply to this contract in addition to those terms and conditions in FAR 52.212-4. The specific paragraph of FAR 52.212-4 is tailored as shown below:

(a) Inspection and Acceptance.

Inspection and acceptance of services under this contract shall be performed by the

COR (Contracting Officer’s Representative). Place of inspection and point of acceptance of the services to be provided under this contract shall be at a destination specified in accordance with the delivery information specified above.

(b) Invoice:

The Contractor shall comply with WAWF DFAR Clause 252.232-7006 for submission of invoices.

No paper invoices shall be submitted to the Contracting Office for approval. Invoices shall only be submitted through the WAWF electronic system.

A COPY OF THE DURC MUST BE SUBMITTED WITH EACH INVOICE.

FOR MONTHLY INVOICING. THE FOLLOWING STATEMENT WILL BE

INCLUDED IN ALL MONTHLY INVOICING UNDER SUBJECT CONTRACT,

AND CERTIFIED BY THE CONTRACING OFFICER REPRESENTATIVE AND

APPROVED BY THE CONTRACTING OFFICER BEFORE PAYMENTS ARE

MADE:

“The amounts requested are only for performance in accordance with the terms and conditions of the contract. All payment due to employees, subcontractors, and suppliers from previous payments received under the contract have been made, and timely payments will be made from the proceeds of the payment covered by this certification, in accordance with terms and conditions of the contract, local labor laws and agreements, subcontract agreements, and the requirements of chapter 39 of

Title 31, United States Code.”

Contractor : by

Name, Signature and Date

The following clauses are incorporated into this contract:

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

52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011

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

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

52.233-1 Disputes MAY 2014

52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.242-13 Bankruptcy JUL 1995

52.242-15 Stop-Work Order AUG 1989

52.244-6 Subcontracts for Commercial Items NOV 2017

252.204-7015 Notice of Authorized Disclosure of Information for Litigation

Support

MAY 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.

http://www.sam.gov/

(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)

52.217-8 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 prior to contract expiration.

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 prior to contract expiration; 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.

http://www.sam.gov/ https://www.acquisition.gov/

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

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. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov http://farsite.hill.af.mil http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)

(a) "Definition. Contracting officer's representative" means an individual designated in accordance with subsection

201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions.

(b) If the Contracting Officer designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR's authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

252.203-7000 REQUIREMENTS RELATING TO COMPENSATION OF FORMER DOD OFFICIALS (SEP

2011)

(a) Definition. Covered DoD official, as used in this clause, means an individual that--

(1) Leaves or left DoD service on or after January 28, 2008; and

(2)(i) Participated personally and substantially in an acquisition as defined in 41 U.S.C. 131 with a value in excess of $10 million, and serves or served--

(A) In an Executive Schedule position under subchapter II of chapter 53 of Title 5, United States Code;

(B) In a position in the Senior Executive Service under subchapter VIII of chapter 53 of Title 5, United States Code;

or

(C) In a general or flag officer position compensated at a rate of pay for grade O-7 or above under section 201 of

Title 37, United States Code; or

(ii) Serves or served in DoD in one of the following positions: Program manager, deputy program manager, procuring contracting officer, administrative contracting officer, source selection authority, member of the source selection evaluation board, or chief of a financial or technical evaluation team for a contract in an amount in excess of $10 million.

(b) The Contractor shall not knowingly provide compensation to a covered DoD official within 2 years after the official leaves DoD service, without first determining that the official has sought and received, or has not received after 30 days of seeking, a written opinion from the appropriate DoD ethics counselor regarding the applicability of post-employment restrictions to the activities that the official is expected to undertake on behalf of the Contractor.

(c) Failure by the Contractor to comply with paragraph (b) of this clause may subject the Contractor to rescission of this contract, suspension, or debarment in accordance with 41 U.S.C. 2105(c).

252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)

(a) The Contractor shall inform its employees in writing, in the predominant native language of the workforce, of contractor employee whistleblower rights and protections under 10 U.S.C. 2409, as described in subpart 203.9 of the

Defense Federal Acquisition Regulation Supplement.

(b) The Contractor shall include the substance of this clause, including this paragraph (b), in all subcontracts.

252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992)

The Contractor's procedures for protecting against unauthorized disclosure of information shall not require

Department of Defense employees or members of the Armed Forces to relinquish control of their work products, whether classified or not, to the contractor.

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