RFQ_WHO-GEN-R-18-0028.pdf

RFQ WHO-GEN-R-18-0028

INTRODUCTION/PURPOSE

The Executive Office of the President (EOP), Office of the Administration (OA) intends to award a single award Blanket Purchase Agreement (BPA) for Television Clip Services, in accordance with the Statement of Work in Section 1.

This is a combined synopsis/solicitation for commercial items prepared in accordance with the information in Subpart 12.6, as supplemented with additional information included in this notice.

This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued.

The solicitation number is WHO-GEN-R-18-0028, and is issued as a Request for Quote (RFQ).

This solicitation document and incorporated provisions and clauses are in effect through Federal Acquisition Circular 2005-97, effective on 01/24/2018. It is the responsibility of the contractor to be familiar with the applicable clauses and provisions. The clauses may be accessed in full text at this address: www.acquisition.gov/far.

This is a full and open competition. The applicable NAICS code for this procurement is 519110 - News Syndicates. This procurement is being issued as a 100% small business set-aside.

This Request for Quote (RFQ) consists of the following:

Section 1 - Statement of Work Section 2 - Pricing Section 3 - Contract Administration Section 4 - EOP Standard Terms and Conditions Section 5 - Instructions, Conditions and Notices to Offerors

Attachment A - Non-disclosure Agreement Attachment B - Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction Attachment C - Electronic Invoicing Waiver Form Attachment D - Past Performance Questionnaire

Quotes are due by 12:00 PM Eastern Standard Time on Thursday, February 22, 2018.

http://www.acquisition.gov/far

SECTION 1 - STATEMENT OF WORK

Purpose The purpose of this Statement of Work (SOW) is to obtain television clip services for the Executive Office of the President (EOP). The service shall provide staff members and the senior officials the ability to review and analyze local and national televised news across the United States.

Background and Scope The EOP uses a television clip service throughout the day to apprise staff of local, national, and international news. The contractor shall provide EOP the ability to watch, search, distribute, and save web-based news clips covering these areas.

Requirements The contractor shall provide the following:

1. Allow users to access a minimum of 1,500 US and foreign TV and radio stations. This access shall include a minimum of 10 different foreign country stations.

2. User log-in for online accessible service.

3. Provide content in near real-time (approximately five minutes after transmission of the

Over the Air (OTA) broadcast) TV monitoring with email alerting capabilities within this near real-time capacity.

4. Allow users to utilize a date/time search function independent of keyword.

5. Allow for unlimited storage of TV clips at no “per clip” charge.

6. Provide clip previews

7. Provide links to clips

8. Links must be shareable via email to multiple recipients as HTML links

9. All clips must have transcripts

10. Provide searchable database of clips with search tools. Clips should be initially stored by the contractor for a minimum of 45 days. The service should also give the user the capability to archive clips and save them indefinitely on EOP/OA computers.

11. Users must be able to download clips to computer

12. Provide clip information

a. Title

b. Subject

c. Air Date

d. Outlet

e. Length

Period of Performance The period of performance will be a base and four option years.

SECTION 2 - PRICING

Individual firm-fixed price BPA Calls will be issued to procure Television Clip Services for EOP components, as needed. Each BPA Call shall be for a term of one year from date of award. The BPA ceiling amount is $140,000.00 for the 5-year period. The Government does not guarantee that the value of this BPA will reach $140,000.00.

The following items are to be proposed on a Firm Fixed-Price basis.

PLEASE INCLUDE ANY DISCOUNTS THAT CAN BE OFFERED TO THE GOVERNMENT IN

THE OVERALL FINAL PRICE.

CLIN Description Unit Price QTY Total Base Year: 02/27/18 – 02/26/19

0001 10 Individual User Accounts $

10 $

5 Individual User Accounts $

5 $

1 Individual User Account $

1 $

Option Year 1: 02/27/19 – 02/26/20

0002 10 Individual User Accounts $

10 $

5 Individual User Accounts $

5 $

1 Individual User Account $

1 $

Option Year 2: 02/27/20 – 02/26/21

0003 10 Individual User Accounts $ 10 $

5 Individual User Accounts $ 5 $

1 Individual User Account $ 1 $

Option Year 3: 02/27/21 – 02/26/22

0004 10 Individual User Accounts $ 10 $

5 Individual User Accounts $ 5 $

SECTION 3 - CONTRACT ADMINISTRATION

3.1 Government Contact Information/ Roles & Responsibilities [FEB 2014]

All contract administration will be handled by the Contracting Officers within the Executive Office of the President, Office of Administration. All communications pertaining to contractual and/or administrative matters under the contract should be addressed to:

Executive Office of the President Office of Administration Office of the Chief Financial Officer Procurement and Contract Management Division ATTN: Gelila Teshome Email: gteshome@oa.eop.gov

In accordance with FAR 1.602-1(a), the Contracting Officer is the only person with signatory authority for contractual actions on the behalf of the U.S. Government. Contract administration concerns should be directed to the Contracting Officer for this purchase order.

Contracting Officer (CO):

The CO is responsible for:

1) Negotiation and award of orders, contracts, or agreements: COs have full authority to legally bind their organization within their designated warrant level.

2) Administration: Although COs have the ability to manage the orders, contracts, or agreements, the day-to-day administration activities will generally be carried out by the contracting officer’s representative.

3) Settlement and Resolution of Contracting Issues: The CO is authorized to settle and resolve contracting issues.

4) Contract Records: The CO is responsible for maintaining a complete record of all contracting documents (electronically and/or manually).

Contract Specialist (CS):

1 Individual User Account $ 1 $

Option Year 4: 02/27/22 – 02/26/23

0005 10 Individual User Accounts $ 10 $

5 Individual User Accounts $ 5 $

1 Individual User Account $ 1 $

TOTAL $ $

mailto:gteshome@oa.eop.gov

The CS is responsible for:

1) The daily interactions of the orders, contracts, or agreements, which include communicating with the contractor in resolving concerns, drafting requirements, award documents, modifications, etc.

2) The CS has no authority to change the terms and conditions of the order, contract, or agreement, including the schedule and price.

Contracting Officer’s Representative (COR):

1) The CO’s authorized COR will be designated after award. Additionally, each order, contract, or agreement will specify the designated COR.

2) The COR is the individual within the program management function who has overall technical responsibility for this effort. The COR supports the CO during administration of this effort by:

a. Providing technical clarification relative to overall workload matters;

b. Providing guidance to the contractor in the preparation of deliverables and services;

c. Providing acceptance of delivered products and services in accordance with the order or contract terms and conditions; and

d. Making final decisions regarding any recommended rejection of deliverables.

3) The COR also provides technical direction to the contractor, i.e., shifting work emphasis between areas of work, fills in details, or otherwise serves to accomplish the purposes of this effort. Technical direction shall be within the general scope of this effort. The COR does NOT have the authority to issue any technical direction that:

a. Constitutes an assignment of work outside the general scope of this effort;

b. Constitutes a change as defined in the “Changes” clause (See FAR 52.243);

c. In any way causes an increase or decrease in cost or the time required for performance;

d. Changes any of the terms, conditions, or other requirements of this effort; or

e. Suspends or terminates any portion of this effort.

4) All technical direction shall be issued in writing by the COR or will be confirmed by the COR in writing within 10 calendar days after verbal issuance. A copy of the written direction will be furnished to the CO.

5) In addition to providing technical direction, the COR will:

a. Monitor the contractor’s technical progress, including surveillance and assessment of performance, and recommend to the CO any changes in the requirement;

b. Assist the contractor in the resolution of technical problems encountered during performance;

c. Perform inspection and acceptance or recommendation for rejection of contractor deliverables and identify deficiencies in delivered items. This does not replace any other quality assurance inspection requirements that are specified elsewhere within the order, contract, or agreement; and

d. Ensure invoice payments are processed in a timely manner in accordance with the Prompt Payment Act (FAR Subpart 32.9).

SECTION 4 - EOP STANDARD TERMS AND CONDITIONS

4.1 Invoice Requirements [Dec 2015 DEV FEB 2018]

Address for Submission of Invoices The contractor shall submit invoices via email (PDF format) for the supplies delivered or services rendered to the following:

Financial Management Division Office of Administration invoices@oa.eop.gov

Address invoice questions to 202-395-7259.

A copy shall also be submitted to the designated COR, as applicable.

Invoice Description To constitute a proper invoice, the invoice must include the following information and/or documentation:

• Name of business concern, invoice number and date;

• Contract or order number, or other authorization for delivery of property or services;

• Description, price, and quantity of supplies/services actually delivered or service rendered for each item billed;

• Shipping and payment terms;

• Name (where practicable, title, phone number, and complete mailing address of responsible official to whom payment is to be sent). The “remit to” address must correspond to the remittance address in the order, contract, or agreement; and

• Other substantiating documentation or information as required by the order, contract, or agreement.

Payment shall only be made once delivery occurs or services are rendered, in accordance with the Solicitation and Contract Terms and Conditions.

Orders for subscriptions may be billed on a one-time basis.

4.2 Electronic Invoicing and Payment Requirements (Dec 2015)

Invoice Description To constitute a proper invoice, the invoice must include the following information and/or documentation:

• Name of business concern, invoice number and date;

• Contract or order number, or other authorization for delivery of property or services;

• Description, price, and quantity of supplies/services actually delivered or service rendered for each item billed;

• Shipping and payment terms;

• Name (where practicable, title, phone number, and complete mailing address of responsible official to whom payment is to be sent). The “remit to” address must correspond to the remittance address in the order, contract, or agreement; and mailto:invoices@oa.eop.gov

• Other substantiating documentation or information as required by the order, contract, or agreement.

Payment shall only be made once delivery occurs or services are rendered, in accordance with the Solicitation and Contract Terms and Conditions.

Orders for subscriptions may be billed on a one-time basis.

Electronic Submission of Payment Requests The Invoice Processing Platform (IPP) is a secure web-based electronic invoicing and payment information service available to all Federal agencies and their supplier by the U.S. Treasury's Financial Management Service. The IPP allows Federal agencies and their suppliers to exchange electronic contracts, purchase and task orders, blanket purchase agreements, invoices, and payment information in one easy to access web portal. This service is free of charge to Government agencies and their suppliers, including services and support.

(a) Definitions. As used in this clause- (1)”Payment request” means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), “Content of Invoices” and the applicable Invoicing clause included in this contract, order, or agreement.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the IPP. Information regarding IPP is available at www.ipp.gov.

(c) The Contractor may submit payment requests using another method only when the EOP Contracting Officer (CO) authorizes alternate procedures in writing (see Attachment C Electronic Invoicing Waiver Form).

(d) If alternate payment procedures are authorized, the Contractor shall include a copy of the CO’s written authorization with each payment request.

For payment and invoice questions, go to https://www.ipp.gov or contact the Department of Treasury, Bureau of the Fiscal Service’s Accounts Payable Branch at (304) 480-8000 Option 7 or via email at AccountsPayable@fiscal.treasury.gov.

In accordance with FAR 52.212-4 Section (i)(5) Overpayments, Accounts Receivable Conversion of Check Payments to Electronic Funds Transfer (EFT): If the Contractor sends the Government a check to remedy duplicate contract financing or an overpayment by the Government, it will be converted into an EFT. This means the Government will copy the check and use the account information on it to electronically debit the Contractor’s account for the amount of the check. The debit from the Contractor’s account will usually occur within 24 hours and will be shown on the regular account statement.

http://www.ipp.gov/ https://www.ipp.gov/ mailto:AccountsPayable@fiscal.treasury.gov

The Contractor will not receive the original check back. The Government will destroy the Contractor’s original check, but will keep a copy of it. If the EFT cannot be processed for technical reasons, the Contractor authorizes the Government to process the copy in place of the original check.

Invoice Processing Platform (IPP) Waiver If unable to use the IPP for submitting payment requests, Offerors shall complete the attached Electronic Invoicing Waiver Form and submit with their quote or proposal. Adobe Acrobat Portable Document Format (PDF) and Microsoft Word are the only acceptable electronic invoicing formats. Invoices must contain the information required in FAR 52.212-4(g) and the EOP Terms and Conditions.

On the Electronic Invoicing Waiver Form, the Offeror shall indicate the reason(s) and the duration for which it is requesting the waiver. If the Offeror’s current invoicing system is not compatible with the IPP, the Offeror shall provide contact information for the person who can work with the IPP administrator to develop an interface.

The waiver duration shall not exceed six months at which time the Contractor must be fully compliant with IPP requirements, or apply for a follow-on waiver with the CO, not to exceed six months.

The CO will review the waiver request and either approve or deny the request. If approved, and the Offeror receives an award, the Contractor shall submit a copy of the approved Electronic Invoicing Waiver Form with each emailed invoice. If a copy of the Electronic Invoicing Waiver Form is not attached, the invoice will be rejected.

4.3 Statement on EOP Special Terms and Conditions [Feb 2014]

The following EOP specific clauses shall apply to the order, contract, or agreement resulting from this solicitation. These terms and conditions flow down to any subcontractors.

4.4 Restriction Against Disclosure [Feb 2014]

The contractor agrees, in the performance of this order, contract, or agreement to keep the information contained in the source documents, or otherwise furnished by the EOP, in the strictest confidence, said information being the sole property of the EOP. The contractor also agrees not to publish, reproduce or otherwise divulge such information, in whole or in part, in any manner or form, nor authorize or permit others to do so, taking reasonable measures to restrict access to the information while in his or her possession to those employees who must have the information to perform work on the order, contract, or agreement (i.e., a “need-to-know” basis). The contractor agrees to immediately notify the contracting officer (CO) in writing in the event the contractor determines, or has reason to suspect, a breach of confidentiality. The contractor is responsible for ensuring all employees involved in the performance of this order, contract or agreement sign a “Non-Disclosure Agreement” that is attached. The contractor shall provide a signed agreement to the CO prior to each employee beginning work.

EOP retains full legal control over any information and records submitted by it to the contractor and may, to the extent permitted by law, modify such information or request that it be withdrawn from the contractor’s files and systems. Such information, to the extent permitted by law, shall not become part of contractor records. If the contractor receives a request for EOP information, or a request to which EOP information would be responsive, the contractor shall not provide EOP information in response to the request and shall instead refer the request to EOP. EOP will address the request in accordance with applicable law. Requests included within this paragraph include, but are not limited to, Freedom of Information Act (FOIA) requests, Congressional requests and litigation-related requests. Any such request shall be sent in writing to the Office of Administration, Office of General Counsel through the CO.

All information regarding the procedures developed under this order, contract, or agreement must be regarded as sensitive information by the contractor and not to be disclosed to anyone outside the contractor's organization without the written permission of the CO.

4.5 Prohibition of Advertising of Award [Feb 2014]

The contractor shall not refer to this award in commercial advertising or similar promotions in such a manner as to state or to imply that the product or services provided is endorsed, preferred, or is considered superior to other products or services by the Executive Office of the President (EOP), the Office of Administration, or the White House. This includes advertising, or similar promotions, in all forms of electronic, broadcast, and print media.

In addition, the contractor is restricted from reproducing the image(s) of the EOP in any form of commercial advertising or promotion. This includes images of official seals and buildings. The reproduction of official seals and the images of buildings are a matter controlled by statute, regulation and Executive Order. Any proposed usage of such symbols must be brought to the attention of the contracting officer.

4.6 Potential Conflicts Of Interest [Feb 2014]

(a) The contractor shall inform the contracting officer (CO) whether or not, to the best of its knowledge and belief, it has or does not have any organizational or personal conflicts of interest as defined below:

In accordance with FAR Part 2, Definitions, “Organizational conflict of interest” means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

In accordance with FAR Subpart 9.502, an organizational conflict of interest may result when factors create an actual or potential conflict of interest on an instant contract, or when the nature of the work to be performed on the instant contract creates an actual or potential conflict of interest on a future acquisition. In the latter case, some restrictions on future activities of the contractor may be required.

(b) If the contractor discovers an organizational conflict of interest with respect to this order, contract, or agreement prior to award, the contractor shall immediately notify the CO in writing and provide its plan to mitigate the conflict. Personal conflicts of interest will be dealt with on a case-by-case basis by the CO. Depending on the severity of the conflict, alternative staff may be appointed to work on the requirement. If that solution does not remove the conflict or the appearance of conflict of interest, the contractor may be excused by the Government from participation in the requirement.

(c) The contractor agrees that if, after award, it discovers or creates an organizational or personal conflict of interest with respect to the order, contract, or agreement, it shall make an immediate and full disclosure in writing to the CO and Contracting Officer’s Representative (COR), which shall include a description of the action the contractor has taken or proposes to take to avoid, eliminate or neutralize the conflict. The Government may, however, terminate the order, contract, or agreement for the convenience of the Government.

(d) In the event that the contractor was aware of the organizational or personal conflict of interest prior to the award of the order, contract, or agreement and intentionally did not disclose the conflict to the CO, the Government may terminate the order, contract, or agreement at no cost to the Government and demand payment of any out-of-pocket costs, including costs associated with reissuance of the order, contract, or agreement.

(e) The contractor shall also inform the CO and COR of any business or other relationships which create a potential conflict of interest or which might present an appearance of a conflict of interest on the part of the contractor or the contractor’s employees, including all instances in which a former or existing client of the contractor is or is likely to become the subject of a lawsuit. In addition, the contractor must agree that any information provided to the contractor in the course of the requirement is confidential and cannot be used for financial gain.

4.7 Payment for Unauthorized Supplies or Services [Feb 2014]

No payments shall be made for any unauthorized supplies and/or services or for any unauthorized changes to the work specified herein. This includes any services performed by the contractor of its own volition or at the request of an individual other than a duly appointed contracting officer

(CO).

4.8 Section 508 Language Software Licenses and Subscription Services

Accessibility Requirements (Section 508) Section 508 of the Rehabilitation Act, as amended by the Workforce Investment Act of 1998 (P.L. 105-220) requires that when Federal agencies develop, procure, maintain, or use electronic and information technology (EIT), they must ensure that it is accessible to people with disabilities.

Federal employees and members of the public who have disabilities must have equal access to and use of information and data that is comparable to that enjoyed by non-disabled Federal employees and members of the public.

All EIT deliverables within this work statement shall comply with the applicable technical and functional performance criteria of Section 508 unless exempt. Specifically, the following applicable EIT accessibility standards have been identified:

Section 508 Applicable EIT Accessibility Standards 36 CFR 1194.21 Software Applications and Operating Systems, applies to all EIT software applications and operating systems procured or developed under this work statement including but not limited to GOTS and COTS software. In addition, this standard is to be applied to Web-based applications when needed to fulfill the functional performance criteria. This standard also applies to some Web based applications as described within 36 CFR 1194.22.

36 CFR 1194.22 Web-based Intranet and Internet Information and Applications, applies to all Web-based deliverables, including documentation and reports procured or developed under this work statement. When any Web application uses a dynamic (non-static) interface, embeds custom user control(s), embeds video or multimedia, uses proprietary or technical approaches such as, but not limited to, Flash or Asynchronous Javascript and XML (AJAX) then 1194.21 Software standards also apply to fulfill functional performance criteria.

36 CFR 1194.31 Functional Performance Criteria, applies to all EIT deliverables regardless of delivery method. All EIT deliverable shall use technical standards, regardless of technology, to fulfill the functional performance criteria.

36 CFR 1194.41 Information Documentation and Support, applies to all documents, reports, as well as help and support services. To ensure that documents and reports fulfill the required 1194.31 Functional Performance Criteria, they shall comply with the technical standard associated with Web-based Intranet and Internet Information and Applications at a minimum. In addition, any help or support provided in this work statement that offer telephone support, such as, but not limited to, a help desk shall have the ability to transmit and receive messages using TTY.

Section 508 Applicable Exceptions The Executive Office of the President EOP has determined the exceptions for this work statement and only the exceptions described herein may be applied. The following exceptions has identified that may apply: 36 CFR 1194.3(b) Incidental to Contract, all EIT that is exclusively owned and used by the contractor to fulfill this work statement does not require compliance with Section 508.

This exception does not apply to any EIT deliverable, service or item that will be used by any Federal employee(s) or member(s) of the public. This exception only applies to those contractors assigned to fulfill the obligations of this work statement and for the purposes of this requirement, are not considered members of the public.

Section 508 Compliance Requirements 36 CFR 1194.2(b) (COTS/GOTS products), When procuring a product, each agency shall procure products which comply with the provisions in this part when such products are available in the commercial marketplace or when such products are developed in response to a Government solicitation. Agencies cannot claim a product as a whole is not commercially available because no product in the marketplace meets all the standards. If products are commercially available that meet some but not all of the standards, the agency must procure the product that best meets the standards. When applying this standard, all procurements of EIT shall have documentation of market research that identify a list of products or services that first meet the agency business needs, and from that list of products or services, an analysis that the selected product met more of the accessibility requirements than the non-selected products as required by FAR 39.2. Any selection of a product or service that meets less accessibility standards due to a significant difficulty or expense shall only be permitted under an undue burden claim.

4.9 FAR Clauses

FAR 52.252-1 Solicitation Provisions Incorporated By Reference (Feb 1998) This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): [http//www.acquisition.gov/far].

FAR 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/].

FAR 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

FAR 52.217-8 Option To Extend Services (Nov 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within any time prior to the current year expiration date of performance.

FAR 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 any time before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend any time before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

FAR 52.212-4 Contract Terms and Conditions—Commercial Items (Jan 2017)

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

(1) Within a reasonable time after the defect was discovered or should have been discovered;

and

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.

3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

(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.

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(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 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2033_2.html#wp1079912 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031290 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031326 resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

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

2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/FormsStandard67.html#wp1189284 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.

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

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

FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders - Commercial Items (Jan 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to…