Inactive Total Small Business Set-Aside (FAR 19.5)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1. REQUISITION NUMBER PAGE 1 OF 2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION... SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1. REQUISITION NUMBER PAGE 1 OF 2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE 7. FOR SOLICITATION INFORMATION CALL: a. NAME b. TELEPHONE NUMBER (No collect calls) 8. OFFER DUE DATE/ LOCAL TIME 9. ISSUED BY 13b. RATING 14. METHOD OF SOLICITATION CODE 15. DELIVER TO 16. ADMINISTERED BY CODE 17a. CONTRACTOR/ 18a. PAYMENT WILL BE MADE BY CODE OFFEROR CODE FACILITY CODE CODE TELEPHONE NO. 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED RFQ IFB RFP SEE ADDENDUM 19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES 21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT (Use Reverse and/or Attach Additional Sheets as Necessary) 25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only) 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED 29. AWARD OF CONTRACT: REF. OFFER DATED . . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: 30a. SIGNATURE OF OFFEROR/CONTRACTOR 30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE STANDARD FORM 1449 (REV. 2/2012) Prescribed by GSA - FAR (48 CFR) 53.212 10. THIS ACQUISITION IS UNRESTRICTED OR NAICS: SIZE STANDARD: 13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) SET ASIDE: % FOR: 11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED SEE SCHEDULE 12. DISCOUNT TERMS ARE ARE NOT ATTACHED ARE ARE NOT ATTACHED 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA 8 (A) EDWOSB WOMEN-OWNED SMALL BUSINESS (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS HUBZONE SMALL BUSINESS SMALL BUSINESS PAGE 1 OF 29 FA452819RA017 Solicitation/Contract Form PAGE 2 OF 29 FA452819RA017 Supplies or Services and Prices/Cost Additional Information/Notes Item Supplies/Service Quantity Unit Unit Price Amount 0001 Cleaning Services at 5 out of 15 facilities for the base year in accordance with the PWS Manufacturer's Part Number: Null Firm Fixed Price CIN: 00000000000004292369 5.0 Job Option Line Item 1001 Cleaning Services at 5 out of 15 facilities for the 1st option year in accordance with the PWS Product Service Code: L079 Firm Fixed Price 5.0 Job Option Line Item 2001 Cleaning Services at 5 out of 15 facilities for the 2nd option year in accordance with the PWS Product Service Code: L079 Firm Fixed Price 5.0 Job Labor Rates 0001 Category: 11150 Rate Title: Janitor Rate: USD 14.49 Sub Category: PAGE 3 OF 29 FA452819RA017 Description/Specifications/Statement of Work Requirements The Performance of Work will take place at each facility (For the purpose of this Request for Proposal (RFP), the term -Facility- will be a group of one (1) LCC, one (1) MAF, and one (1) LCEB. The three (3) buildings will equal one -Facility- There are forty-five (45) buildings; fifteen (15) of each LCC, MAF, and LCEBs; There are a total of fifteen (15) facilities. The location of each facility and the final schedule for the cleaning will be agreed upon by the awardee, the 5th Contracting Squadron, and the designated Contracting Officer Representative (COR). PAGE 4 OF 29 FA452819RA017 Packaging and Marking PAGE 5 OF 29 FA452819RA017 Inspection and Acceptance 0001 Inspection and Acceptance Location Both Source Instructions: The POC along with all appointed COR's will be the inspector/acceptors of the work performed. DoDAAC: F3CTGG Cage: DunsNumber: Duns4Number: CountryCode: USA 91 OG RA 300 MINUTEMAN DR AF BPN NO MILSBILLS PROCESSES MINOT AFB, ND 58705 United States OfficeCode: Tyler Rowell Telephone: (701)723-4185 Email: tyler.rowell@us.af.mil Option Line Item 1001 Inspection and Acceptance Location Both Source Instructions: The POC along with all appointed COR's will be the inspector/acceptors of the work performed. DoDAAC: F3CTGG Cage: DunsNumber: Duns4Number: CountryCode: USA 91 OG RA 300 MINUTEMAN DR AF BPN NO MILSBILLS PROCESSES MINOT AFB, ND 58705 United States OfficeCode: Tyler Rowell Telephone: (701)723-4185 Email: tyler.rowell@us.af.mil Option Line Item 2001 Inspection and Acceptance Location Both Source Instructions: The POC along with all appointed COR's will be the inspector/acceptors of the work performed. DoDAAC: F3CTGG Cage: DunsNumber: Duns4Number: CountryCode: USA 91 OG RA 300 MINUTEMAN DR PAGE 6 OF 29 FA452819RA017 AF BPN NO MILSBILLS PROCESSES MINOT AFB, ND 58705 United States OfficeCode: Tyler Rowell Telephone: (701)723-4185 Email: tyler.rowell@us.af.mil PAGE 7 OF 29 FA452819RA017 Deliveries or Performance Contractor Destination 0001 Delivery Schedule Period of Performance From 01 SEP 2019 to 31 AUG 2020 FoB Details Contractor Destination Option Line Item 1001 Delivery Schedule Period of Performance From 01 SEP 2020 to 31 AUG 2021 FoB Details Contractor Destination Option Line Item 2001 Delivery Schedule Period of Performance From 01 SEP 2021 to 31 AUG 2022 FoB Details Contractor Destination FAR Clauses Incorporated by Reference Number Title Effective Date 52.247-34 F.o.b. Destination. 1991-11 PAGE 8 OF 29 FA452819RA017 Contract Administration Data DFARS Clauses Incorporated by Reference Number Title Effective Date 252.201-7000 Contracting Officer's Representative 1991-12 252.204-7006 Billing Instructions. 2005-10 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. 2018-12 DFARS Clauses Incorporated by Full Text 252.232-7006 Wide Area WorkFlow Payment Instructions. 2018-12 As prescribed in 232.7004(b), use the following clause: WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018) (a) Definitions. As used in this clause- Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization. Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF). Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system. Payment request and receiving report are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports. (b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports. (c) WAWF access. To access WAWF, the Contractor shall- (1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and (2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site. (d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the Web Based Training link on the WAWF home page at https://wawf.eb.mil/ (e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol. (f) WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order: (1) Document type. The Contractor shall submit payment requests using the following document type(s): (i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher. (ii) For fixed price line items (A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer. __2-In-1 Invoice and Receiving Report__ (Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.) (B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer. __F3CTGG__ (Contracting Officer: Insert either Invoice 2in1 or the applicable invoice and receiving report document type(s) for fixed price line items for services.) (iii) For customary progress payments based on costs incurred, submit a progress payment request. (iv) For performance based payments, submit a performance based payment request. (v) For commercial item financing, submit a commercial item financing request. (2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract. (f) [Note: The Contractor may use a WAWF combo document type to create some combinations of invoice and receiving report in one step.] (3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system. Routing Data Table* | Field Name in WAWF || Data to be entered in WAWF || Pay Official DoDAAC || __F87700__ || Issue By DoDAAC || __FA4528__ || Admin DoDAAC || __FA4528__ || Inspect By DoDAAC || __F3CTGG__ || Ship To Code || __F3CTGG__ || Ship From Code || __N/A__ || Mark For Code || __N/A__ || Service Approver (DoDAAC) || __F3CTGG__ || Service Acceptor (DoDAAC) || __F3CTGG__ || Accept at Other DoDAAC || __N/A__ || LPO DoDAAC || __N/A__ || DCAA Auditor DoDAAC || __N/A__ || Other DoDAAC(s) || __N/A__ | (*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert See Schedule or Not applicable.) (**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).) (4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable. (5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F. (g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activitys WAWF point of contact. __leanna.porter@us.af.mil__ (Contracting Officer: Insert applicable information or Not applicable.) (2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed. (End of clause) PAGE 9 OF 29 FA452819RA017 Special Contract Requirements PAGE 10 OF 29 FA452819RA017 Contract Clauses FAR Clauses Incorporated by Reference Number Title Effective Date 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. 2017-01 52.204-9 Personal Identity Verification of Contractor Personnel. 2011-01 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. 2018-10 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities. 2018-07 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. 2015-10 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations. 2015-11 52.219-6 Deviation 2019- O0003 Notice of Total Small Business Set-Aside (DEVIATION 2019-O0003) 2011-11 52.219-6 Alternate I Notice of Total Small Business Set-Aside. - (Alternate I) 2011-11 52.219-13 Notice of Set-Aside of Orders. 2011-11 52.219-14 Limitations on Subcontracting. 2017-01 52.222-21 Prohibition of Segregated Facilities. 2015-04 52.222-37 Employment Reports on Veterans. 2016-02 52.222-41 Service Contract Labor Standards. 2018-08 52.222-55 Minimum Wages Under Executive Order 13658. 2015-12 52.222-62 Paid Sick Leave Under Executive Order 13706. 2017-01 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving. 2011-08 52.225-13 Restrictions on Certain Foreign Purchases. 2008-06 52.232-33 Payment by Electronic Funds Transfer-System for Award Management.2018-10 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. 2013-12 52.233-3 Protest after Award. 1996-08 52.233-4 Applicable Law for Breach of Contract Claim. 2004-10 DFARS Clauses Incorporated by Reference Number Title Effective Date 252.203-7000 Requirements Relating to Compensation of Former DoD Officials 2011-09 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. 2013-09 252.204-7003 Control of Government Personnel Work Product. 1992-04 252.204-7004 Antiterrorism Awareness Training for Contractors. 2019-02 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. 2016-10 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support. 2016-05 252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Country that is a State Sponsor of Terrorism. 2015-10 252.225-7001 Buy American and Balance of Payments Program. 2017-12 252.225-7002 Qualifying Country Sources as Subcontractors. 2017-12 252.225-7048 Export-Controlled Items. 2013-06 252.232-7010 Levies on Contract Payments. 2006-12 252.232-7011 Payments in Support of Emergencies and Contingency Operations. 2013-05 252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel. 2013-06 252.243-7001 Pricing of Contract Modifications. 1991-12 252.244-7000 Subcontracts for Commercial Items 2013-06 AFFARS Clauses Incorporated by Reference Number Title Effective Date 5352.223-9001 Health and Safety on Government Installations 11/1/2012 FAR Clauses Incorporated by Full Text PAGE 11 OF 29 FA452819RA017 52.212-4 Contract Terms and Conditions-Commercial Items. 2018-10 As prescribed in 12.301(b)(3), insert the following clause: Contract Terms and Conditions-Commercial Items (Oct 2018) (a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights- (1) Within a reasonable time after the defect was discovered or should have been discovered; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. (b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31U.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 41U.S.C.chapter71, 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; (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 Part1315. (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 Part1315. (3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause. (4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made. (5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall- (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the- (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected contract number and delivery order number, if applicable; (C) Affected line item or subline item, if applicable; and (D) Contractor point of contact. (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid. (ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract. (iii) Final decisions. The PAGE 12 OF 29 FA452819RA017 Contracting Officer will issue a final decision as required by 33.211 if- (A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2). (iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment. (v) Amounts shall be due at the earliest of the following dates: (A) The date fixed under this contract. (B) The date of the first written demand for payment, including any demand for payment resulting from a default termination. (vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on- (A) The date on which the designated office receives payment from the Contractor; (B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or (C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor. (vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract. (j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination. (k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties. (l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided. (m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession. (o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. (p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items. (q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract. (r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity. (s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) The schedule of supplies/services. (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) The clause at 52.212-5. (4) Addenda to this solicitation or contract, including any license agreements for computer software. (5) Solicitation provisions if this is a solicitation. (6) Other paragraphs of this clause. (7) The StandardForm1449. (8) Other documents, exhibits, and attachments. (9) The specification. (t) [Reserved] (u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: (i) Any such clause is unenforceable against the Government. (ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an I agree click box or other comparable mechanism (e.g., click-wrap or browse-wrap agreements), execution does not bind the Government or any Government authorized end user to such clause. (iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement. (2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures. (v) Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract. 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders- Commercial Items. 2019-01 PAGE 13 OF 29 FA452819RA017 As prescribed in 12.301(b)(4), insert the following clause: Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Jan2019) (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) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91). (3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015). (4) 52.233-3, Protest After Award (Aug 1996) (31U.S.C.3553). (5) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)). (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.4704 and 10 U.S.C.2402). ____ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)). ____ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinves...