FBODaily.com | FedBizOpps: PRESOL | R | Eutelsat 7A PNN Surge Broadcasting

FBO DAILY - FEDBIZOPPS ISSUE OF JULY 31, 2013 FBO #4267
SOLICITATION NOTICE

R -- Eutelsat 7A PNN Surge Broadcasting

Notice Date: 7/29/2013
Notice Type: Combined Synopsis/Solicitation
NAICS: 517410 — Satellite Telecommunications
Contracting Office: Broadcasting Board of Governors, Director, Office of Contracts, Office of Contracts (CON), 330 C Street, SW, Room 4300, Washington, District of Columbia, 20237, United States
ZIP Code: 20237
Solicitation Number: BBG50-R-13-0014
Archive Date: 8/28/2013
Point of Contact: Wayne D Greene, Phone: 202-619-2339, Herman P Shaw, Fax: 202-382-7870
E-Mail Address: wgreene@bbg.gov, hshaw@bbg.gov
(wgreene@bbg.gov, hshaw@bbg.gov)
Small Business Set-Aside: N/A
Description: (i) This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. (ii) Solicitation No. BBG50-R-13-0014 is issued as a Request For Proposal (RFP) for an Firm-fixed Price contract that will be awarded using the contracting by negotiation procedures in FAR Part 15. (iii) This solicitation document and incorporated provisions and clauses are those in effect from the Federal Acquisition Regulations 2005-67, dated July 22, 2013. (iv) This is a full and open competition. The North American Industry Classification Systems (NAICS) code for this acquisition is 517410 with a small business size standard of $30 Million dollars. (v) The offeror shall provide the following Contract Line Item (CLIN): 1. Lease of an audio stereo pair with video content on one of the Ku-Band Eutelsat 7A (formerly Eutelsat W3A) satellite at 7 Degrees East Longitude. (vi) The Broadcasting Board of Governors (BBG) requires the lease of an audio stereo pair with video content on one of the Ku-Band Eutelsat 7A satellite at 7 Degrees East Longitude. The downlink Effective Isotropic Radiated Power (EIRP) shall be equal to or better than the Eutelsat specification for EIRP on the Europe "A" Beam (Europe "B" Beams will also be considered) transponder with full downlink power or an EIRP between 42 and 44 dBw minimum throughout the Middle East region. Service shall be on a Ku-Band Free To Air (FTA) transponder and in the normal Ku-Band spectrum between 10,700 and 12,700 MHz. The audio stereo pair with video shall be on an MPEG2/DVB compliant transmission system Multiple Channel Per Carrier (MCPC). The data rate of the audio shall be a minimum of 128 KB/s information rate for the stereo pair. The data rate on the video is 2.5 MB/s information rate. The BBG Technical Services and Innovation (TSI) Satellite Division will work with the provider to determine the best BBG feed source. The options for the broadcast content will include the: (1) Intelsat 332.5 Degree East satellite C-Band Right Hand Circular Polarization (RHCP) Down. (2) Eutelsat Hot Bird (HB) 13 Degree East satellite Ku-Band Linear Vertical Polarization Down. (3) Asiasat-3A 105.5 Degree East satellite C-Band Linear Horizontal Polarization Down, or (4) NewSkies 57 Degree East satellite C-Band Right Hand Circular Polarization (RHCP) Down. The picture source will be from the public Internet from a RFE/RL Web Link. The Picture is combined with the Audio at the provider's Eutelsat 7A uplink location. (vii) The BBG anticipates awarding a contract by September 1, 2013. The Base Period of the contract will be 365 days from the date of award (366 days in the event of a leap year). The subsequent Option Periods will follow sequentially for a total contract duration not to exceed three (3) years. (viii) The Federal Acquisition Regulation (FAR) provision FAR 52.212-1 Instruction to Offerors-Commercial Items, applies to this solicitation. Full text of all FAR clauses and provisions are available electronically at the following Internet address: (http://www.arnet.gov/far). Interested offerors who are capable of providing these services should submit a proposal demonstrating their ability and experience in providing the required services. OFFEROR QUALIFICATIONS SHALL INCLUDE BUT NOT BE LIMITED TO: Service shall be on a Ku-Band Free To Air (FTA) transponder and in the normal Ku-Band spectrum between 10,700 and 12,700 MHz. The audio stereo pair with video shall be on an MPEG2/DVB compliant transmission system Multiple Channel Per Carrier (MCPC). The data rate of the audio stereo pair shall be a minimum of 128 KB/s information rate. The data rate of the video is 2.5 MB/s information rate. OFFERORS RESPONDING TO THIS SOLICITATION SHALL SUBMIT AT MINIMUM, THE FOLLOWING ITEMS TO THE CONTRACTING OFFICER: (1) a technical proposal which addresses the factors described below in (ix), and (2) a price proposal in accordance with (ix). The Price Proposal shall contain a copy of the Standard Form (SF) 1449, which is attached to this notice, and Attachment A, which is entitled "Schedule Service and Price" filled out by the Offeror. The Government plans to award without discussions, but will conduct discussions if it deems it in the Government's best interest. (ix)The Federal Acquisition Regulation (FAR) provision FAR 52.212-2 Evaluation-Commercial Items, applies to this solicitation. The Government will award a Commercial Item, Firm-Fixed-Price contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation is most advantageous to the Government, based on the Government's evaluation of each offeror's technical approach, experience, past performance, and price. When combined, technical evaluation factors are approximately equal to the price factor. The evaluated price will be the sum of the proposed price for the Base Period and each Option Period. OFFERORS SHALL ADDRESS THE FOLLOWING EVALUATION FACTORS IN THEIR PROPOSALS AND THE GOVERNMENT WILL USE THE FACTORS TO EVALUATE OFFERORS' PROPOSALS: 1) The offeror shall provide a narrative detailing the approach that they will take to meet the requirement. The offeror shall illustrate its understanding of the requirement and its ability to provide the required services stated herein and to provide uninterrupted service. The offeror shall submit a brief description of its company's business and provide a company point of contact including address, e-mail address, telephone number, fax number and the company's web-page address. (Technical Approach); 2) The offeror shall explain how its proposed technical approach will comply with the technical requirements and meet the schedule (Management Approach); 3) The offeror shall provide recent examples (within the past three (3) years) demonstrating its experience in providing the uninterrupted satellite services required under this Solicitation to Governmental and/or commercial customers. Examples provided should be of the same and/or similar services specified herein. (Experience); 4) Detailed information on past performance and relevant contracts for same and/or similar services with a minimum of three (3) references including contract numbers, points of contact with telephone numbers and email addresses (i.e., the point of contact who can verify performance) (Past Performance); and 5) Separate Price Proposal showing a price breakdown for Contract Line Item Number (CLIN) above. The prices for shall be provided in English and United States dollars. The Price Proposal shall contain Attachment A entitled "Schedule Service and Price" which shall be filled out by the offeror and a signed copy of the SF-1449 which is attached to this notice. Offerors are cautioned that failure to address each of the above evaluation factors may deem their proposal unacceptable. (x) Offerors shall include a completed copy of the provision FAR 52.212-3 Offeror Representations and Certifications-Commercial Items with its offer. Proposals shall also include offeror's DUNS Number, prompt payment terms, and correct remittance address, if different from mailing address. The offeror shall be registered on-line with the System for Award Management (SAM) Web site at: https://www.sam.gov/portal/public/SAM/. The successful offeror will be required to complete and submit an ACH form, for Electronic Funds Transfer (EFT), to the Contracting Officer before submitting its first invoice. (xi) The FAR clause 52.212-4 Contract Terms and Conditions-Commercial Items, applies to this acquisition with addendum to the clause. The addendum is as follows: I. CONTRACTING OFFICER REPRESENTATIVE: The Contracting Officer will appoint by letter a Contracting Officer Representative (COR), who will have the responsibility of ensuring that the work conforms to the requirements of the contract and such other responsibilities and authorities as may be specified in the letter of authorization or this contract. It is understood and agreed, in particular, that the COR shall not have authority to make changes in the scope or terms and conditions of the contract unless and only to the extent that such authority is specified in the letter of authorization or the contract. THE OFFEROR IS HEREBY FOREWARNED THAT, ABSENT THE REQUISITE AUTHORITY OF THE COR TO MAKE ANY SUCH CHANGES, IT MAY BE HELD FULLY RESPONSIBLE FOR ANY CHANGES NOT AUTHORIZED IN ADVANCE, IN WRITING, BY THE CONTRACTING OFFICER, MAY BE DENIED COMPENSATION OR OTHER RELIEF FOR ANY ADDITIONAL WORK PERFORMED THAT IS NOT SO AUTHORIZED, AND MAY ALSO BE REQUIRED, AT NO ADDITIONAL COST TO THE GOVERNMENT, TO TAKE ALL CORRECTIVE ACTION NECESSITATED BY REASON OF THE UNAUTHORIZED CHANGES. (End of Clause) II. EXERCISING OF OPTIONS UNDER THIS CONTRACT: The Government reserves the right to unilaterally exercise the options in Attachment A entitled "Service and Price Schedule." The parties agree that the Government may partially exercise and fund any options in Attachment A and may do so multiple times up to the point that the option has been fully exercised and funded. The Contractor, however, will not be entitled to any additional compensation beyond that associated with the amount of the option exercise. In the event that BBG does not give written notice to exercise an option, the contract will expire at the end of the existing period of performance (the Base Period or Option Period) as applicable. Additionally, the parties agree that, in the event the BBG decides not to exercise any options, BBG will have no further obligation to the Contractor under this contract other than to pay for services actually rendered by the Contractor to BBG hereunder. (End of Clause) (xii) FAR clause 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items, applies to this solicitation by reference and proposed subsequent contract as well as the following clauses contained within FAR clause 52.212-5: 52.203-6 Restrictions on Subcontractor Sales to the Government (Sept 2006); 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Jun 2013); 52.209-6, Protecting the Government' Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010); 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Feb 2012) 52.219-8 Utilization of Small Business Concerns (Jan 2011); 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2012); 52.222-3, Convict Labor (June 2003); 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Mar 2012); 52.222-21 Prohibition of Segregated Facilities (Feb 1999); 52.222-26 Equal Opportunity(May 2007) (E.O. 11246); 52.222-35 Equal Opportunity for Veterans (Sept 2010); 52.222-36 Affirmative Action for Workers with Disabilities (Oct 2010); 52.222-37 Employment Reports on Veterans (Sept 2010); 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010); 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011); 52.225-13 Restrictions on Certain Foreign Purchases (June 2008) and 52.232-33 Payment by Electronic Funds Transfer-Central Contractor Registration (Oct 2003). Please note some clauses may not be applicable to a foreign offeror. (xiii) Additional FAR provisions and clauses incorporated by reference and applicable to this solicitation and the proposed subsequent contract are: 52.217-9 Option to Extend the Term of the Contract (Mar 2000) and 52.237-3 Continuity of Services (Jan 1991). There are no other additional contract requirement(s) necessary for this acquisition other than those consistent with customary commercial practices. (xiv) No Defense Priorities and Allocation System (DPAS) rating assigned. (xv) Failure to provide the required services for any the above CLIN may result in the rejection of your proposal. Proposals shall be in writing and shall be signed by an official authorized to bind the organization. Oral, faxed or emailed proposals will not be accepted. Please note that questions shall be submitted in writing to Wayne Greene by email (wgreene@bbg.gov) or fax (202-382-7870) and received before the deadline of 12:00 p.m., Eastern Daylight Time on August 5, 2013. Technical Proposals shall be submitted as an original and three (3) copies and Price Proposals shall be submitted as an original and one (1) copy. All proposals shall be sent via courier or overnight delivery and shall be received before the deadline set forth above. Proposals are due at the Broadcasting Board of Governors, International Broadcasting Bureau, Office of Contracts, 330 C Street, SW, Room 4007, Washington, DC 20237 on August 13, 2013, at 12:00PM, Eastern Daylight Time. (xvi) Contact: Wayne Greene, Contract Specialist, Facsimile 202-382-7870, email: wgreene@bbg.gov. All responsible sources may submit an offer that will be considered by the Agency. ATTACHMENT A: SERVICE AND PRICE SCHEDULE The Contractor shall provide to Broadcasting Board of Governors (BBG) the lease of an audio stereo pair with video content on one of the Ku-Band Eutelsat 7A satellite at 7 Degrees East Longitude. The downlink Effective Isotropic Radiated Power (EIRP) shall be equal to or better than the Eutelsat specification for EIRP on the Europe "A" Beam (Europe "B" Beams will also be considered) transponder with full downlink power or an EIRP between 42 and 44 dBw minimum throughout the Middle East region. Service shall be on a Ku-Band Free To Air (FTA) transponder and in the normal Ku-Band spectrum between 10,700 and 12,700 MHz. The audio stereo pair with video shall be on an MPEG2/DVB compliant transmission system Multiple Channel Per Carrier (MCPC). The data rate of the audio shall be a minimum of 128 KB/s information rate for the stereo pair. The data rate on the video is 2.5 MB/s information rate. The BBG Technical Services and Innovation (TSI) Satellite Division will work with the provider to determine the best BBG feed source. The options for the broadcast content will include the: (1) Intelsat 332.5 Degree East satellite C-Band Right Hand Circular Polarization (RHCP) Down; (2) Eutelsat Hot Bird (HB) 13 Degree East satellite Ku-Band Linear Vertical Polarization Down; (3) Asiasat-3A 105.5 Degree East satellite C-Band Linear Horizontal Polarization Down; or, (4) NewSkies 57 Degree East satellite C-Band Right Hand Circular Polarization (RHCP) Down. Item No. Description Period Unit Firm Fixed Price 001 BASE PERIOD Sept. 1, 2013 to August 31, 2014 Yearly $ 002 OPTION 1 Sept. 1, 2014 to August 31, 2015 Yearly $ 003 OPTION 2 Sept. 1, 2015 to August 31, 2016 Yearly $ *Note: The parties agree that the invoicing and payment will be made in US Dollars ($) ONLY. In the event that there is interference to the signal, either intentional jamming or accidental, which degrades service to the degree that it is effectively unusable or is completely interrupted as determined by the BBG, the BBG can terminate the service with no further liability to the Contractor beyond the services the Contractor has provided. The Contractor can offer alternative frequency platforms on the Eutelsat 7A satellite or other satellites that have power and coverage similar to Eutelsat 7A, and BBG's Technology Service and Innovation Office will evaluate the offers. It is at the sole discretion of the BBG if an alternative offer is considered acceptable. ATTACHMENT B: STATEMENT OF WORK A. REQUIREMENT: The Broadcasting Board of Governors (BBG) has a requirement for the Contractor provide to BBG the lease of an audio stereo pair with video content on one of the Ku-Band Eutelsat 7A satellite at 7 Degrees East Longitude. The downlink Effective Isotropic Radiated Power (EIRP) shall be equal to or better than the Eutelsat specification for EIRP on the Europe "A" Beam (Europe "B" Beams will also be considered) transponder with full downlink power or an EIRP between 42 and 44 dBw minimum throughout the Middle East region. Service shall be on a Ku-Band Free To Air (FTA) transponder and in the normal Ku-Band spectrum between 10,700 and 12,700 MHz. The audio stereo pair with video shall be on an MPEG2/DVB compliant transmission system Multiple Channel Per Carrier (MCPC). The data rate of the audio shall be a minimum of 128 KB/s information rate for the stereo pair. The data rate on the video is 2.5 MB/s information rate. The BBG Technical Services and Innovation (TSI) Satellite Division will work with the provider to determine the best BBG feed source. The options for the broadcast content will include the: (1) Intelsat 332.5 Degree East satellite C-Band Right Hand Circular Polarization (RHCP) Down; (2) Eutelsat Hot Bird (HB) 13 Degree East satellite Ku-Band Linear Vertical Polarization Down; (3) Asiasat-3A 105.5 Degree East satellite C-Band Linear Horizontal Polarization Down; or, (4) NewSkies 57 Degree East satellite C-Band Right Hand Circular Polarization (RHCP) Down. The Contractor will provide the space segment set forth below: Eutelsat 7A Satellite: Eutelsat 7A at 7°E Transponder: 2A Europe A Beam (B Beam Considered) Forward Error Correction: 3/4 Band: Ku Downlink Frequency: 10,721 MHz Downlink Polarization: Vertical Symbol Rate: 27,500 M/Symb/s B. CONTACT INFORMATION: The Contractor shall provide day-to-day operational contact information as well as contact information in the event there is an extensive problem that requires higher-level managerial attention. Contractor Government Name: Julio Alvarez, TSI Title: Contracting Officer's Representative (COR) Phone Number: Phone Number: 202-382-5144 Email: Email: jalvarez@bbg.gov C. TERM: This contract's term is for one (1) year beginning September 1, 2013. The contract includes options for two (2) additional years subject to the availability of funds. If all options are exercised by BBG, the contract term will continue through September 14, 2018. The exercise of any options under this contract will be solely at the discretion of the BBG. D. GOVERNMENT PROPERTY: NONE E. LIABILITY Neither the Contractor nor BBG shall be liable to each other nor any third party for any loss or damage sustained by reason of an interruption in the availability of the Contractor provided space segment, regardless of the cause of such interruption, except as otherwise stated in the contract. F. PROGRAMMING: The BBG is solely responsible for the content of all BBG provided programming, and the BBG is entitled to modify, at any time, the content and linguistic profile of its programming that shall be retransmitted on the Eutelsat 7A's space segment set forth in the contract. BBG provided programming or segments or excerpts may not be used in a manner that alters their accuracy, balance, timeliness or context. The context of all such programming will be consistent with the BBG's broadcasting standards and principles set forth in applicable U.S. statutes. G. INTERPRETATION OR MODIFICATION: No verbal or written statement signed by anyone other than the Contracting Officer, or his authorized representative acting within the scope of his or her authority, shall be interpreted as modifying or otherwise affecting the terms of this contract. United States Federal Law shall govern the terms of this contract. All requests for interpretation or modification shall be made in writing to the Contracting Officer. The terms and conditions of this contract may be modified only by written agreement of the parties hereto. All modifications made to this contract shall be memorialized in a written modification. H. THE CONTRACTING OFFICER'S REPRESENTATIVE: The Contracting Officer will appoint by letter a Contracting Officer's Representative (COR) who will have the responsibility of ensuring that the work performed by the Contractor conforms to the requirements of the contract and such other responsibilities and authorities as may be specified in the letter of authorization or in this contract. It is understood and agreed, in particular, that the COR shall not have the authority to make changes to the scope or terms and conditions of the contract unless and only to the extent that such authority is specified in the letter of authorization or in the contract. THE CONTRACTOR IS HEREBY FOREWARNED THAT, ABSENT THE REQUISITE AUTHORITY OF THE CONTRACTING OFFICER'S REPRESENTATIVE (COR) TO MAKE ANY SUCH CHANGES, IT MAY BE HELD FULLY RESPONSIBLE FOR ANY CHANGES NOT AUTHORIZED IN ADVANCE, IN WRITING, BY THE CONTRACTING OFFICER, MAY BE DENIED COMPENSATION OR OTHER RELIEF FOR ANY ADDITIONAL WORK PERFORMED THAT IS NOT SO AUTHORIZED, AND MAY ALSO BE REQUIRED, AT NO ADDITIONAL COSTS TO THE GOVERNMENT, TO TAKE ALL CORRECTIVE ACTION NECESSITATED BY REASON OF THE UNAUTHORIZED CHANGES. I. MONTHLY INVOICE SUBMISSION: The Contractor is authorized to submit monthly invoices electronically to the COR as described above in FAR Clause 52.212-4 paragraph (g) entitled Invoice. Payment will be made in accordance with the U.S. Prompt Payment Act. Note: The BBG intends to change its current invoicing procedures to an optical reading system. The Contractor may be required in the future to use a standard invoice template. Any costs associated with complying with the invoice change will be at the Contractor's expense. J. CATASTROPHIC FAILURE: The Contractor shall be responsible for monitoring IBB transmission and shall immediately notify BBG Network Control Center (NCC), in Washington D.C., in case of an emergency. The Contractor shall notify and coordinate planned down times with the NCC and the COR, at least five (5) business days prior to the planned interruption. The Contractor shall also notify NCC, immediately upon discovery of any unplanned interruptions in the IBB broadcasts. The appropriate telephone & facsimile numbers and email addresses are list below: BBG NCC: 202 382 7000 Facsimile: 202 382 7749 Email: ncc@bbg.gov COR Email: jalvarez@bbg.gov Under this contract, a termination for cause (in addition to FAR 52.212-4 (m)) is defined as the Contractor's failure to provide to BBG the KU Band Downlink Frequency, East Beam for the satellite capacity required herein. K. INTERRUPTION OF SERVICE If the services being provided to BBG under this contract (744 hours monthly [ 31 days x 24 hours per day] are interrupted for longer than one (1) hour ("Interruption"), the Contractor is required to refund a portion of the monthly contract amount, which is the Firm-Fixed-Price for the year divided by twelve (12), directly proportional to the time of the outage by crediting the BBG on the Contractor's next monthly invoice after the Interruption. Each such refund will be calculated as follows: Refund Amount $ = (Monthly Contract Amount $) X (Number of Hours of interruption in service) 744 hours L. NOTIFICATION OF SATELLITE INTERRUPTIONS The Contractor shall be responsible for monitoring BBG transmissions and shall immediately notify BBG's NCC, in Washington D.C., in case of an emergency. The Contractor shall notify and coordinate planned down times with the NCC and the COR, at least five (5) business days prior to the planned interruption. The Contractor shall also notify NCC, immediately upon discovery of any unplanned interruptions in the BBG broadcasts. The appropriate telephone & facsimile numbers and email addresses are list below: BBG NCC: 202 382 7000 Facsimile: 202 382 7749 Email: ncc@bbg.gov COR Email: jalvarez@bbg.gov M. TRANSPONDER/SATELLITE FAILURE In the event the Transponder/Satellite should fail to operate and the Contractor fails to provide identical capacity and service on another Eutelsat 7A transponder or satellite and, as a result BBG Video and Audio services are suspended or canceled for at least two (2) continuous days (48 hours), the Contracting Officer shall have the right to terminate this contract. In the event of termination, any payment to the Contractor for services not received by BBG shall be refunded to the Contracting Officer within 10 (ten) calendar days after the date of termination. N. SERVICE AVAILABILITY Beginning with the service commencement date, Contractor shall provide to Customer the service 24 hours per day, 7 days per week (except, without limitation, for outages caused by planned maintenance and repair that the contractor notified BBG about and to which BBG agreed, inclement weather and events of force majeure) during the term of the contract. The service shall be provided as "non-pre-emptible/non-restorable." "Non-pre-emptible" is defined as capacity that is not subject to interruption by the Contractor for use by another entity except as specified in the terms of the agreement. "Non-restorable" is defined as capacity that will not be restored to capacity on an alternate Eutelsat 7A spacecraft in the event of the failure of the current spacecraft. If the service becomes unusable, the Contractor shall use its reasonable efforts to restore the attached service utilizing any other available capacity. O. SPACE SEGMENT AVAILABILITY REQUIREMENTS Satellite space segment capacity shall be available 99.9999% of the time. Contract Terms and Conditions -- Commercial Items (Jun 2013) (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 the Contract Disputes Act of 1978, 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 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, contract 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-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), 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 contract 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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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 at 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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 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) Central Contractor Registration (CCR). (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 CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR 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 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 CCR database; (B) Comply with the requirements of Subpart 42.12 of the FAR; (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 CCR 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 CCR 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 CCR database. Information provided to the Contractor's CCR 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 CCR accessed through https://www.acquisition.gov or by calling 1-888-227-2423, or 269-961-5757. (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 Use 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. (3) 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. (End of Clause) ADDENDUM TO 52.212-4 52.217-9 Option to Extend the Term of the Contract (Mar 2000) (a) The Government may extend the term of this contract by written notice to the Contractor within seven (7) days of the contract term expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least thirty (30) days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 63 months. (End of Clause) 52.237-3 Continuity of Services (Jan 1991) (a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to -- (1) Furnish phase-in training; and (2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor. (b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor. (d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. (End of Clause) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (Jan 2013) (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)). ____ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)). (2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553). (3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78). (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.] X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402). ___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)). ___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009). X (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Aug 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note). ___ (5) 52.204-11, American Recovery and Reinvestment Act-Reporting Requirements (Jul 2010) (Pub. L. 111-5). X (6) 52.209-6, Protecting the Government' Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010) (31 U.S.C. 6101 note). X (7) (41 U.S.C. 2313). ___ (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Public Law 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161). ___ (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a). ___ (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a). ___ (11) [Reserved] ___ (12) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644). ___ (ii) Alternate I (Nov 2011). ___ (iii) Alternate II (Nov 2011). ___ (13) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644). ___ (ii) Alternate I (Oct 1995) of 52.219-7. ___ (iii) Alternate II (Mar 2004) of 52.219-7. X (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)). ___ (15) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637 (d)(4).) ___ (ii) Alternate I (Oct 2001) of 52.219-9. ___ (iii) Alternate II (Oct 2001) of 52.219-9. ___ (iv) Alternate III (July 2010) of 52.219-9. ___ (16) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)). ___ (17) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)). ___ (18) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)). ___ (19) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer). ___ (ii) Alternate I (June 2003) of 52.219-23. ___ (20) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323). ___ (21) 52.219-26, Small Disadvantaged Business Participation Program-Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323). ___ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f). X (23) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2012) (15 U.S.C. 632(a)(2)). ___ (24) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Apr 2012) (15 U.S.C. 637(m)). ___ (25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Apr 2012) (15 U.S.C. 637(m)). X (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755). X (27) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Mar 2012) (E.O. 13126). X (28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999). X (29) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). X (30) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212). X (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793). X (32) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212). X (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). ___ (34) 52.222-54, Employment Eligibility Verification (Jul 2012). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.) ___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.) ___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.) ___ (36) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b). ___ (37) (i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423). ___ (ii) Alternate I (Dec 2007) of 52.223-16. X (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011). ___ (39) 52.225-1, Buy American Act--Supplies (Feb 2009) (41 U.S.C. 10a-10d). ___ (40) (i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (Nov 2012) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43). ___ (ii) Alternate I (Mar 2012) of 52.225-3. ___ (iii) Alternate II (Mar 2012) of 52.225-3. ___ (iv) Alternate III (Nov 2012) of 52.225-3. ___ (41) 52.225-5, Trade Agreements (Nov 2012) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note). X (42) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury). ___ (43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150). ___ (44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150). ___ (45) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)). ___ (46) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)). X (47) 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration (Oct. 2003) (31 U.S.C. 3332). ___ (48) 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration (May 1999) (31 U.S.C. 3332). ___ (49) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332). ___ (50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a). ___ (51) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). ___ (ii) Alternate I (Apr 2003) of 52.247-64. (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.] ___ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.). ___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.). ___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C.206 and 41 U.S.C. 351, et seq.). ___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.). ___ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.). ___ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.). ___ (7) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (E.O. 13495). ___ (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247). ___ (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C. 5112(p)(1)). (d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract. (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)). (ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (iii) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17. (iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). (v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212). (vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793). (vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40. (viii) 52.222-41, Service Contract Act of 1965, (Nov 2007), (41 U.S.C. 351, et seq.) (ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)). ___ Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)). (x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.) (xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.) (xii) 52.222-54, Employment Eligibility Verification (Jul 2012). (xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (xiv) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64. (2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (End of Clause)
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