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HomeMy WebLinkAboutAgreement_General_7/9/2020_Bureau of Land ManagementMEMORANDUM OF UNDERSTANDING BETWEEN THE BUREAU OF LAND MANAGEMENT SOUTHEASTERLY STATE FIELD OFFICE AND THE VILLAGE OF TEQUESTA FOR LAW ENFORCEMENT SERVICES I. PURPOSE, This Memorandum of Understanding (MOU) provides for the adequate protection and safety of persons, property on, and resources of, the National System of Public Lands administered by the Bureau of Land Nlanagement (BLM), United States Department of the Interior, within the Jupiter Inlet Lighthouse Outstanding Natural Area (ALONA); including its public Lands, waters, roads and trails. This MOU is entered into by the Village of'requesta and the BLM to provide routine patrol and assistance in the enforcement of State, County and Local ordinances as they pertain to the JILONA. II. AUTHORITY A. Bureau of Land Management Section 303(d) of the Federal Land Policy and Management Act of 1976 (43 U.S.C. 1733(d)) provides that, in connection with the administration and regulation of the use and occupancy of the public lands, the Secretary is authorized to cooperate with the regulatory and Iaw enforcement officials of any State or political subdivision thereof in the enforcement of the laws or ordinances of such State or subdivision. B. Village of'requesta Florida Statues, Part 1, Chapter 23, the "Florida Mutual Aid Act", authorizes lain enforcement agencies to enter into MOUs For voluntary cooperation and assistance of a rouLinc lacy enfrrrcernent nature. Furthermore, this MOU is made and entered into under the provisions established in the Consolidated Natural Resource Act oF2008, P.L. 110-229 (Sec. 202. (d)(3)); that provides specific authority to the Secretary of the Interior to enter into Cooperative Agreements with appropriate Federal, State, County and other local government agencies for the loner term management of the Jupiter Inlet Lighthouse Outstanding Natural Area. III, DE>+INITIQNS A. Public Lands - Means any land and interest in land owned by the United States within the several States and administered by the Secretary of the Interior, through the BLM without regard to how the United States acquired ownership, except: 1 Lands Iocated on the ouWr Continental Shelf 2 Lands held for the benefit of Indians, Aleuts, and Eskimos. 43 U.S.C, I702 (e) B. Law Enforcement Officer (LEO) Law Enforcement Rangers and Special Agents employed by the 13LN4 who have been delegated law enforcement authority by the Director, BLM C. State Director - The State Director,13LN4, Eastern States D. Special Agent -in -Charge (SAC) - BLM Regional Special Agent -in -Charge for the Office of Law, Enforcement and Security, Region 4 IN'. STATFMENT OF MUTUAL INTF,RF.ST ANn MUTUAL BENEFITS 'Che congressionally designated Jupiter inlet Lighthouse Outstanding Natural Arca is comprised of BLM-administered public land, a portion o[which is within the municipal jurisdiction of both the Village ofTequesta and the Town of Jupiter, in Palm (leach County, Florida. The Bureau of Land Management has the responsibility for the protection artd management of the aforementioned public land and its resources, while providing for public and employee health and safety. The Villagc ofTcquesta is responsible for the enforcement of the governing law and regulation applicable within its jurisdiction. As such, the Tequesta Police Department is recognized to have the authority and duty to enforce state statutes, laws and regulations for the State of Norida, and local ordinances for the Village of Tequesta. Therefore, it is known, bath parties share mutual interest in the site. The public lands encompassed by the 1ILONA are recognized under proprietary jurisdiction. As such, given the Property Clause and Suprernacy Clause of the United States Constitution, and the reservation of general police powers to the States, the provision of law enforcement services must he a partnership between the Federal government, and State and local authorities, and this MOU scrvcs to mutually benefit all parties. Due to the proximity of the 1ILONA from its administrative and operational centers the BLM recognizes the inability and infeasibility of providing routine law enromernent patrols and responses to the site. The BLM however, also recognizes the unique nature of the JILONA site, coupled with its other resources will attract a large number of 2 visitors. Therefore, to ensure that the public and the natural resources are protected, it is necessary to enter into agreements to authorize local law enforcement agencies to provide services beyond existing jurisdictional relationships. The village of'Cequesta and its Police Department recognize the unique nature of the MONA,and the local, and regional importance of the site as an icon of their community. The Village of Tequesta and its Police Department further understand the public draw to such a site and the other resources present. As such, this MOU is necessary to provide clarity to the law enforcement relationship to the BI. M and to ensure the JILONA receives adequate protection to ensure the Safety of its visitors and protection of its resources. V. PROCEDURES In order to provide for adequate protection for public safety, property, and natural resources within the JILONA the Village of Tequesta and the: BLM agree as follows: A. The Village of Tequesta shall continue to enforce applicable State and local laws, rules and regulations, within any portion of the MONA currently including those areas within the municipal limits and jurisdiction of the Village of Tequesta and the Town of Jupiter within the normal scope of their duties to the extent of their current financial and manpower resources taking into account the scope of work which Tequesta will be reimbursed for under contract. Specifically, as determined by the level of activity and deemed necessary by the Chief of Police, provide for routine patrols, emergency and criminal response, marine patrols of the shoreline, and enforcement of natural and cultural resource ordinances, and property laws appropriate for the site. B_ The Tequesta Police Department shall uti li7e only sworn law enforcement personnel who have been certified as meeting; the minimum standards set and as required by the Police Department, and that such sworn officers and/or agents of the Chief performing services under this MOU in enforcing state and local laws are, and will remain, under the supervision, authority and responsibility° oFthe Tequesta Chief of Police. Any services provided under the terms of this MOU shall be pursta m only to those applicable laws and regulations falling within the Village of Tequesta's jnrisdictional authority, including the statutes, laws and regulations of the State of Florida, as well as the laws and ordinances of bath Palm Beach County and the Village of Tequesta. Any services provided under the terms of this MOU shall not be considered as coming within the scope of Federal employment nor shall any of the benefits of Federal employment be conferred under this N40U. C. The'requesta Police Department shall as part of services currently being provided, notify the B L M law enforcement agent, or the designated BLM site manager of any known criminal activity on public lands hazardous to the public and BLM employees. Furthermore, the Tequesta Police Department shall maintain reports and statistical records regarding police activity within the JJLONA and shall provide such to the BLM by September P' each year in order to complete 3 required annual reporting. D. The BLM, to the extent feasible, shall continue to enforce Federal laws, rules and regulations as they apply to the JILONA. As appropriate, the BLM w!II use its own hangers and Special Agents to coordinate with the Tequesta Police. Department and aid in enforcement activities throughout the area. The BLM will provide support and cooperate with the Tequesta Police Department in the enforcement of state and local laws on BLM administered public lands. E. The BLNI shall ensure its supplementary rules and any special ordinances governing use and occupancy at the JILONA are reflected by rules and regulations enforceable by sworn officers of the Iequesta Palice Department. Furthermore, the BLM shall ensure the site has appropriate signage for the enforcement of such rules and regulations to aid officers in their duties. V'I.SOOPE AND CONDITIONS A. Neither party shall be liable to the other nor to its agents or employees for any loss, damage, personal injury, or death occurring in consequence of the performance of this MOU, except as provided herein. B. No member of, ordelegate to Congress, or State Official, shall be admitted to any share or part of this MOU, or any benefit that may arise there from. C. Any law enforcement officer ofTequesia Palice Department who renders aid outside the municipal jurisdiction of the VtIlage of Tequesta but inside the JILONA pursuant to the written agreement entered under this part has the same powers, duties, rights, privileges, and immunities as if the law enforcement off cer was performing duties inside the municipal jurisdiction of the Village of Tequesta. D. BLM LEOs shall remain under the supervision and responsibility ofthe BLM. The BLM LEOs shall not be considered as coming within the scope of the Tequesta Police Department's employment and none of the benefits afthe Tcquesta Pert ice Department shall be conferred udder this MOU. E, During the performance of this MOLT, the participants agree to abide by the terms of Executive Order 11246 on nondiscrimination and not to discriminate against any person because of race, color, religion, sex, age, disability, or national origin. The participants shall take afliirmative action to ensure that applicants are employed without regard to their race, color, religion, sex, age, disability, or national origin. F. Each party Shall Furnish written information necessary for mutual enforcement operations. G. Any issues which cannot be reconciled between the Village of Tequesta and the BLM or any issue that affects either party's performance under this MOU shall be referred to the SAC. The SAC shall be responsible for coordinating with the appropriate officials to mutualty resolve any issue. 4 I•I, Nothing in this MOU shall be construed as affecting the authorities of either party or as binding beyond their respective; authorities. 1. Nothing in this MOU shall obligate the BLM to expend appropriation or to enter into any contract or other obligation. Specific work projects or activities that involve the transfer of Ponds, service, or property between the parties to this MOU require the execution of separate agreements or contracts, contingent upon the availability of funds as appropriated by Congress. Each subsequent agreement or arrangement involving the transfer of funds, service, or property shall be made in writing and shall be independently authorized by appropriate statutory authority and regulations, including those applicable to procurement activities. L Subject to availability of funds, each party agrees to fund their own expenses associated with the implementation of this MOU. Nothing contained herein shall be construed as obligating the BLM to any expenditure or obligation of finds in excess or in advance of appropriations, in accordance with the Anti -Deficiency Act, 31 U.S.C. § 1341. K. Any records or documents generated as a result ofthis MOU shall be part of the official BLM record maintained in accordance with applicable BLM Records Management policies. Any request for release of records associated with the implementation of this MOU to anyone outside the parties must be determined based on applicable laws, including the Freedom of lnfonnalion Pict and the Privacy Act. L. This MOU shall be effective from the date of execution and shall remain in effect for five years, unless terminated with a 60-day written notice from either party to the other party. This MOU may be modified or amended upon written request of either party and iwitten concurrence of the other party. €_I VI. APPROVED Eby rMe Vill of Tequeste Ma or b Uale 6 Mitchell Leverette Bureau of Land Management State Director Date" SCOTT Digitally signed by SCOTr SWANSON SWANSON D1 e:202007.263 8 Scott Swanson Bureau of Land Management Region 4 Special Agent -in -Charge Date V1, APPROVED kbbyn _mm� Vil ' e of Tequesta Ma or 6 °�°►'��':3� LEVERETTE " Mitchell LevereUe Bureau of Land Managernim State Direetor Date Digitally signed by SCOTT SCOTT S'WANSON Date: 20,07.2 SWANSON 1135301 2 .00 $ Scott Swanson Bureau of Land Management Region 4 Special Agent -in -Charge M SOLICITATIOWCONTRACTIORDER FOR COMMERCIAL ITEMS 1 REDwarlDNr AAp-_R vwE OF armaon ra coAdPLM FLOC" T2, IF, 23, 24, a 30 0 04 0 4 Q 7 7 5 4 1 1 l g Z.CONTRACTNo. 13.AVPAtr -. ECUrFoAlICN 1.4ODML0IT!Aill2ia0r;Q0005 ©5�,��DFEtiHDATE10Lfl'1MUP0009 7. FORSOLICMATIOPI t,—r; e.TFtEPMOrl FCA19FR fmCQ1..Ytlatcl ROFFMDUI!COGLOCALTWO, INFORMATION CALL; Willie Bethune i202} 912-7027 ET 9.VALreC161r LODE ID. THIS ACAUtS17WHIS ceraE6"tA1CTIDCR ❑SETAwE. 1AR011. ELM ACQ & FA (WO855) Uswu. ausm z vlvMtTwvmEG MOLL allSNE35 0AUSAI Furalam tomm Tw-*QMEN.0%VgM 20 m Street Sir SMAU rAS&14lp.rrtpnofa— wvcs.922120 Washington DC 20003 euslNEsa omvme sERVIcE.�Tla+p,,m Ci evs vETERrrwvalET.7 sI2E s-rit10AAa SHALL DU2INESS 11 CIZLIVWW FOR FCC 0EST1a1A- 12. IAsQGUNTTERNS Oh. WING T*24VN rBSBLOCKI9 ,a.. T►,ISCONTRACTPISA �SEESCHEDULE RATED ORDER UNDER COao'tiSCFR TI, METHOD OF 3OLVATATION 3ORM ❑V6 QRFP 18-DILn+ER TO CACE 000� 2? 6320 Ia..ADMINISIMM RY COM LWA 13149-ES SOUTHEASTERN STATES 13TVR '3F ELM ACQ & FA (190355) 273 KkRFET STREET 20 M Street SE FLOWOOD MS 39232 Washington DC 20003 174COHRiACTGRJ cwu -3070090381 F.4clurr Poo. F44YUFNTVOILLBEMPLYfBV CODE IPP INTv oAERDA CODE TEQUESTA, VILLAOE OF Invoice Processing Platform system Attn: ATTU GOVERNMENT PC1C US Department of Treasury 345 TEQUESTA DR http://www.ipp.gov TEQUESTA FL 33469-3062 TELEPHONE NO 000- 04,710- �000 ',; j,7a, CHECK iF AFift"►a+Ot FUT SLMM Q0RES,S JN OFFER fIII', UU9MIT Rig=$ TO ADORES$ 6HOWN IN BLOCK 181 Ur4,EW IXAC14 DPW# MCHECKFD D i. ADDENOUM 19 2a. 21. 27. 24. F,EN NO SCHEDULE OF SW�FRmfILES OiwNtRY UNIT UNITPRICE A1Dur4 Please see the attached Germs and conditions. This award will have one Iaase year and two ;option years Legacy Doc *: BLM Delivery: 06/02/2023 Period of Performance: 06/03/2020 to 06/02/2021 00010 TEQUESTA LE Contract 50'000,00 Continued .. �Gtse Revprsa aruLrDrAlfaUl Adcrltiorrat Sfweis as NctiessaryJ 2S. ACCOONITINGAND APPROPROTION DATA .TOTAL AVd4PI}AIdOUNT,(For . uSP prMrl See schedule1o�,d7a.�o L227a. sot IcttAnow INCORPORATES BY REFERENCE FAR SZ212-1, 52.212-0. FP.R F2 2$2a ANU S2.21?-G ARE ATTAG1aER. ADDENDA Ci. ARE r:; ARE NOV ATfAGHEO, 0:7b. cot rrRACTD*uRCHASE: ORDER INCORPORATES 9Y REFERENCE FAR 52.212-4. FAA $2,212-5 15 ATTACHED, ADDENDA ARE L7ARE NOT ATTACHED �2SCONTRACTORISREgIlIREDTOSIGN THIS DOClJ11ENTAND RETURN 29AWARD OFCONtRACT quote _.OFFER COPIES TO ISSUING OFFICE, CONTRACTOR AGREES TO FURNISH ANO DELIVER DATM OB/2912020_.. YOUR OFFER QN SduCRATTDN {BLOCK 3), ALL ITEMS SET FORTH OROTNERMSE IDE NTIFIED AKVk AND ON ANYADDRIDNAL INCLuDINOANYADl?ITIDNS OR CKARGES VMICHIARE SET FORTH S"EETSSUWECTTOTIRE TERMS 01000NOMONSSpemnEO HEREM I5AfCERTE0ASTOr9MS: all 'WILLIE BETHUNE o;'I{ia,oA3s o�""e 30b,. NAME AN71T LE 4FSI6NEWW@ DrFm q AF DATE SIGNED 31b_ NAME ❑F CONTRAMING OFFICER ITypa CrIv Atl Sic DATE SIGN9D illie G. Bethune I 06103/2020 PFEVIOt15 EDITION IS NOT USABLE PNoCe117W byOSA- FAR j4l CFR] S7,ZIZ 2 of 19 19, rMUNQ. M SCHEDULE QF 8UPPLIE94U7wU-1ES 21 QUANTITY ZL UNIT 23, UNR PRICE 24. AMOUIIT Product/Service Code: R499 Product/Service Description: SUPPORT- PPLOFE S S I 014AL : OTHER Accounting Into: 01 Account Assignrn: X G/L Account: 6100.252110 Susiness Area: L000 Commitment Item: 252FOO Cost Center: LLWO120400 Functianai Area: L16307DOOO.NIJ0000 Fund: 20XL1105AF Fund Center: LLW0120400 Project/4JBS: LX,51.LEAJa0000 PR ACCt Assign: 01 Funded: 450,000.00 Period of Performance: 06/03/2020 to 06/02/2023 00020 'T;`quessta LE Contract 59, 470.00 Product/Service Code: R499 Product/Service Description: SUPPORT - PRO FFES S I ONA L : OTHER Accounting Info: 01 Account Assignm: K M Account: 6100.252RO Business Area: LOOO Commitment itAm: 252ROO Cost Center: LLESJ02400 Functional Ares: L16300000.UIJI0000 Fund: 19XL1109.kF Fund Center: LLESJO2400 PR Acct Assign: Of Funded; $59,4�0.00 Period of Performance: 06/03/2020 to 06/02/2023 O'ontinuerl ... 324L QLKNTIITY IN COLUMN 2$ HAS BEEN RECEIVED ""; INSPECTED 0ACCFFV-DAND CONFORMS TOTHE CONTRACT EXCEPT ASNOTE D 32b. SIGMAATWE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32-- DATE 32a. PRINTED RAMEA14DTITLE OFALITHORCED GOVERNMENT REPRESEWATIVE 329. MAILINGADDRIESS OF AUTHORIZIO GOVkRNbAENTREPRE9ENtATPiE 32T. 32g. TELEPHONE NUMBER OFAtIlHORI2ED GOVERNMENT REPRESENTATIVE E-A4:ILOFAUTHIORI1ED GOVERNMENT REPRESENTATIVE 33. SHIP N41.11SER 34. VOUCHER NUMBER 35. A3AOUNTVERIFIED CORRECTFOR 36 PAYMENT fLl COMPLETE ,ePMTLAL ,.", FWVL " 37 CHECK. NLMABER PAP. PAL FINAL 3a. SeRACCOUNT NUMBER 39, StR VOUCHER NILMER 40, PAID BY 41 a. I CERTIFY THIS ACCOUNT IS CORRECTAND PROPER FOR PAYuENS 424L RECEIVED BY Iftfit) 416, SIGNATURE AND TITLE OF CERTiFnNG OFFICER 41r DATE 4211, RECEIVED AT I`LdMji�o) 2c. OATE REC'D tV O AAWZD Aid TOTAL CONTAINERS ST zAftiORM A"*IRtV.21413)BASK EFeme9w7.OFDOCUMENT5EW60oNrj4UEo PARE OF CONTINUATION SHEET140L0120P0009 14 UMdk OF OFFERQR aR GALMUCrOR TEOUESTA, VILLAGE OF NLti i'SiD-bi-t s;a�57 CPitOtJAl fOPoM �S fl-�B1 SpmMrW try GSA FAR {.E CM 551W Section2 ................ ........ .. . .............................................. . ................ ­­ ............ _ ......... 2 32.212-4 Contract Terms and Conditions - Commercial lams, (OCT 2018.......................................... 2 52.212-5 Contract Terms and Conditions Required to Implement Staluies or Executive Orders - Corn mercial Items. (NIAR 2020) ..., _ __ ........................................ ..... __. E rro r! Bookmark not deffined. DOI ELECTRONIC INVOICING Electronic Invoicing and Payment Requirements - Internet Payment Platform (IPP) SE PTE MBE R. 2011 .. . ........................................................................................ 15 5211-17-9 Option to Extend the Term of the Contract Much 200D.- ............ ......................... 16 Section 2 52.2124 Contract Terms and Conditions -Commercial Items. As prescribed in 1=.:►41(b}(3), insert the following clause - Contract Terms and Conditions -Commercial Items (Oct 2018) (a) InspertiontAcceptance. The Contructorshall only lender foracceptance those items that conform to the requirements or 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 reperforrnancc or nonconforming services at no increase in contract price. If repair,replucement or reperformauce 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 kvas discovered or should have been discovered; and (2) Before any substantinl change arcurs 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 perfurmonce of this contract to a bank, trust company, or other finaneirig institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 t .S.C. 37271. However, when a third party makes payment to g., use of the Covernmentsride 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 bV Written agreement of the parties. (d) Disputes. This contract is subject to 41 U.S.C. chapter It ].Contract Disputes. Failure orthe parties to this contract to reach agreement on any request for equitable a:djusrntent,claim, appeal or action arising under or relating to this contract shall be n dispute to be resolved in accordance io-ith the clause at FAR 52.233-I, Disputes, which is ineorirorated ltereia by reference. Tire Contractor shall proceed diligently with performance of thiscon tract, pending riitaI resolution of any dispute strising 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 nun perfurmInee is caused by an occurrence beyond the reasonable control of the Contra►ctar and without its fault or negligence such as, arts of Gad or the public enemy, acts of the Government in either its sovereign or conlraetuaI capacity, fires, flneds, epidemics, quarantine restrictions, st rikes, unusunIlt'severe weather, and delays orcommon earriers.The Contractor shall notify the Con tractingtlffwer 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 llte cessation of such "cUrrence. {W) Invoice {1) The Contractor shall submit an original invoice and three topics (or electronic invoice, if autltoriaed) to the address designated in the contract to receive invoices. An invoice must include- (i) Nome and address of the Contractor, 6i) Invoice date and number; 0ii) Contract number, tine item number and, if appiitible, the ender number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; tv) Shipping number and date of shipment, including the bill of lading number and weight of shipment it shipped on Government bill of lading; (vi) Terms of any discount for prompt payment offered; (v"ti) Name and address of official to whom payrnent is to be sent; (viii} Name, title, and plione number of person to notify in event of defective invoice; and (is) Taxpayer Identitteation Ku m ber (TIN). The Contractor shall include its TIN an the invoice only if required elsewhere in this contract. (x) Elect ronie funds transfer(EFT) bunking information. (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (R) if EFT bunking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the C:ontmctor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause {e.g., ,"j Payment by Electronic Funds Transfer -System for Award Management, or SL232-M Pa�Tncnt by Electronic Funds Transfer-Otber Than System for Award Management), ar 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 Art (3) U.S.C3903)and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315. (h) Patent indemnity. The Con trartorshall indemnify the Government and its officers, employees and agents ago inst linbility, 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 perform a met arthis contract, provided the Contractor is reasonably notified of such claims and proceedings. (i) Payment, (1) Items accepted. payment shall be made re items accepted by the Government that have been delivered to the delivery destinations set forth in this contract. (2) Prompt pnyment,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 E.Fr, sec 2S 21Z- 5(b) for the appropriate EFT clause. (4) Di5couat. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose ofcamputing the discount earned, payment shati be considered to have been made on tlye date which appears on the payment check or the specified payment date if an electronic funds transfer payment is mudc. (5) Overpayments. If the Contractor becomes aware of a duplicate cont rnct financing or invoice payment or that the Government leas Otherwise overpaid on a contract financing or invoice payment, the Contractor shall- (i) Remit the overpayment amount to the paymeat afree cited in the con tract along with a description of the averpuyment including the - (A) Circumstances or the overpayment (e.g,, duplicate payment, erroneous payment, liquidolion errors, dale(s) of overpayment); (B) Affected cont ruct number and delivery order number, irapplicoble; (C) _effected line item or suhline item, if npplititble; And (D) Cantructor point of contact. (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6) Interest (i) All amounts that became payable by the Contractor to the Government under this contract shall bear simple interest from else date due until paid unless paid within 30 days of becoming flue. The interest ratesholl bethe interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 71D4,which is applicable to the period in which the amount becomes clue, as provided in (i)(G)(v) of this clause, and then at the rate applicable for each sLc-month period as fixed by the Secretary until the amount is paid. (li)The Government may issue a demand for payment to the Contractor upon findinga debt is due under the contract. (iii) Final decisions. The Cont rneting Officer will issue a final derision as required by 33.211 if — (A) The Cunt rletIng Officer and the Contractor are unable to reach agreement on the existence or amount of n debt within 30 days; (B) The Contractor fnUs to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amou nos were not repaid been use the Contractor has requested an installment payment ogreement; Or (C)The Contractor requests a deferment Of collection on a debt previously demanded by the Contracting Ufracer (see 32. 7-2 (iv} If a demand for payment was previously issued for the debt, the demand for payment included in the final decisian shall identify the same due date as the original demand for paynWnt. (y) 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 inv-ohed 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 agninst the contract debt; or (C) The (late on wlticlt an amount withheld and applied to the contract debt would otherwise have become pnynble to the Contractor. (vii) The interest charge made under this clause may be reduced under the procedures prescribed in ;, 2_W-2 of the Federal Acquisition Regulation in et7cct an the date of this contract. U) 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: (l) Delivery of the supplies to a carrier, if trunsportation is Co.b. origin; or (2) Delivery of the supplies to the Government at the destinalion specified in the contract, if t rn aspu riation is f.o.b. destination. (k) Taxes- The contract price includes all applicable Federal, State, and local. taxes and duties. (1) Terntinstiion 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 Coin tractarsha11 immediately stop aft work hereunder and sha11 immedintety muse any and all of its suppliers and subcontractors to cease work. Sub]ect to the terms of this contract, the Contractor slaa11 be paid a percentage of the contract price re[lecting the percentage of the work performed prior to the notice of term inn tion, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, hate resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost prineiplcs for this purpose. This paragraph does not giro the Government any right to audit the ConsrActor's records. The Contructor sh:tIl not be paid fur any work perforated or costs incurred which reosnnably could have been avoided. (m) Termination fur cause. The Government may terminate this contract, or any part hereof, for cause in the event of nny 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 adequato assurances of Future performance. In the event of termination for cause, the Government shall not be liable to the Contractor far any amount for supplies ur services nut arcepted, and the Can tractor sho11 be Liable to the Government for any and all rights and remedies provided by lase. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination fur convenience. (n) Title. Unless speciited elsewhere in this contract, title to items furnished under this contract sim11 pass to the Government upon acceptance, regardless orwhen or where the Government takes physical possession. (a) Warranty. The Contractor warrants and implies that the items delivered hertuader are merchantable and fit for use for the particular purpose described in this cuntruct. (p) Limitation of liability. Except as otherwise provided by an express warranty. the Contractor will not he 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 IDws, executive orders, rules and regulations applicable to its performance under this contract. (r) Corn plianee with In»s unique to Government coo tracis. 'Me Cons ractoragrees to corn ply with 31 U,S.C.lag relating to limitations on the use of appropriated funds to influence certain Federal contracts; 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Huurs said Safety Standards; 41 U.&C chapter 87, Kickbacks; 41 LI.S.C, 4712 and IQ U.S.C. 240,E Muting to whistleblower protections; 49 UXC. 4011& Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity. (s) Order of Precedence. Any inconsistencies in this solicitation or contract shot) be resolved by giving precedence in the following order: (1) The schedule of supplieslservires. (2) The Assignments, Disputes, Payments, Invoice, Giber Complinnoes, Compliance with Laws Unique to Government Contrnets, and Unauthorized Obligations paragraphs of this clause; (3) The clause at 2$,212-5 (4) Addenda to this soliritation or con Ira rt, including any license agreements for computer software. (5) Solicitation provisions if this is a solicitation. (b) Other paragraphs of this clause. (7) The Stands Ed Form f 4 . (8) Other documents, exhibits, and attuchmenis. (9) The specification. (t) (Rcservecl) (u) Unauthorized Obligations. (1) Except as stated in paragraph (uX2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similarlegnI instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, files, or any other loss or liahility that would create nn Anti-Deftrienc►• Act violation (31 U.S.C. 1341), the following shall govern: (i) Any such clause is unenforceable against the Covernment. (ii) Neither the Government nor any Government authorized cad user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TO$, or similar legal instrument or agreement, lithe EULA, TOS, orsimilar legal instrument or agreement is invoked through an "1 Agree" click box or other comparable mechanism (e.g., "click: -wrap" ar "browsc-wrap" ngreements} exerution 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 ngrcement. (2) Parug raph (00 } 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 refcrence. Tke Contractor's representations and certifications, including those completed elect ran ically visa the System fur Award hlastagement (SAM), are incorporated by reference into the contract. (End of clause) Alternate 1(Jan 2017). When a time -and -materials or Inbor-hour cnntract is contemplated, substitute lite following paragraphs (a), (e), (i), (I), and (m) for those in the basic clause. (a) lnspeetlonfAceepunce. (I) Tlr Government has the right to inspect and test all materials furnished and services performed under this contract, to the extem practicable at aI] places and times, including the period of perfarmnnec, and in any event before :acceptance. The Gavers mcat m►yaIsu inspect the plant or plants of the Cant racto r a r u ny subco n t racto r en gaged in contract performance. The Government will perform inspections and tests in a manner that Will not atlid uly defog the work,. (2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish And shall require subcontractors to furnish all reasonable fldlities and assistance fur the safe :tad convenient performance of these duties, (3) Undess otherwise specified in the contract, the Government will accept or reject services and materials. at the place of deli-vtry As promptly as practicable after delivery, and they wIII be presumed accepted 60 days after the dAteafdeli vary, unlem 2ecepied an Hier. (4) At yny time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. ]except as otherwise specified in patrngmph (eX6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable Ia profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing 1111.e farmer requirement for replacement or correction, and, when required, shall disclose the corrective action taken.;insert portion of labor rate attributable to profit.I (SX0 If the Contractor mils to proceed with reasonable promptness to perform required replacement or correction, and If the replacement or correction can be performed whhln the ceiling price (or the ceiling price as increased by the Government), the Government may - (A) By contract or otherwise, perform the replacement or correction, charge to the Can tracterany increased cast, or deduct such loemsed cost from any amounts pall or due under this eantract; or (B)Terminate this contract for cause. (K) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of thecontract. (6) Notwithstanding parngraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by torrection or replacem eat, with out cost to the G overam ent, any failure by the Contrnctor to comply with the requirements of this contract, if the failure is due to- (i) Frond, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or (ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor afterany of the Contractor's managerial personnel has reasonable grounds to believe that the empluyee is hoibit uaIly enreless or unqunlified. (7) This clause applies in the some manner and to the same extent to corrected or replacement materinls orsemices as to materinls and services originally delivered under this contract. {$) The Contractor has no obi igatian or liability under this re attract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided In this clause a ys mny be otherwise specified in the contract. (9) Unless otherwisespecified in the contract, the Contractor's obligation to correct or replace Government -furnished property shall be governed by the clause pertaining to Government property. (e) Definitions. (1)The clause at FAR 52.202-1.Definitions, is Ineorpunited herein by reference. As used in this clause- (i) "Direct materials" inrins those materials that enter directly into the and product, or that are used a consumed directly in connection ivith the furnishing of the Lad product a service. (ii) "Hourly rate" means the rate(4) prescribed in the contract for pa}?Went far labor that meets the labor category qualifications of a tabor category specified in the contract Clint are - (A) Perfarined by the contractor; (B) Performed by the subcontractors; or (C) Transferred between divisions, subsidiaries, orafffin tes of the cont ractorurider a common control. (iii) "Materials" means - (A) Direct materials, includIngsupplies transferred between divisions, subsidiaries, ur affiliates of the con traeta r under a common control; (B)Subcontrncts for supplicsand incidental services for which Iltere is not a laborrategoryspecified In the contract; (C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); (D) The following subcuntrncts for services which are specifically excluded from the hourly rate: jInsert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.1; and (E) indirect costs specifirally provided for in this clause. {iv) "Subcontract" means any contruct,as defined in FAR subpart 2.1, entered into with n subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders. (i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Con tractingOffirer: (r) Hourly rate. (A) The amounts shatl be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be. payable on a prorated basis. (B) The rates snail W paid for atl labor performed an the contract that meats the labor qunIiftcalions specified in the contract. Labor hours incurred to perform tasks for which tabor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer. (C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative. (D)When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including anysubcontraclor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or ether substantiation specified in the contract. (E) Unless the Schedule prescribes otherwise, the hourly rates in the Srheduleshall not be varied by virtue of the Contractor having performed work on an overtime basis. (1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated. (2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause or this contract. (3) If the Schedule provides rates for overtime, the premium portion urthose rates wit[ he reintbursableonly to the extent the overtime is approved by the Contracting Officer. (ii) Molerials. (A) Irthe Contractor furnishes materials that meet thedefnitioit of a commercial item at 2.]bl.tile Price to be paid for such materials shatl not exceed cite Con tmeter's established catalog or market price, adjusted to reflect the- (1) Quantities beingacquircd; and (2) Any modifications necessary because of contract requirements. (B) Except as provided for in paragraph (i)(1)(ii)(A) and (DX2) of this clause, the Government will reiniburse the Contractor the actual cast of inoterinIs (less any rebates, refunds, ordisco unis received by the contractor that are Identitinble to the cunt raet) provided the Contractor- (1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or (2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such paymcat is in accordance with the terms and conditions of the agreement o r invoice. (C) To the extent able, the Contractor shall- (1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery ofsotisfactory materials; and (2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are itlentifiableto cite contract. (D) Other Costs. Unless listed below, ocher direct and indirect costs will not be rei abu(ed. (1) Other Direct Costs. The Government wi11 reimburse the Con tmctor ou the basis of actual cost for the fot[owing, provided such costs comply with the requirements in paragraph ji)(l)(iixB) or this clause, IIaseri each element of other direel costs (e.g., t ravel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costs will he provided. If this is an indefinite delivery contract, like Contracting Officer nkay insert "Each order must list separately the elements of other direct charges) far that order or, if no reimbursement for other direct costs will be provided, insert 'None'.") (2) Indirect Costs (Nlnteria] Hnndling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro -rate basis over the period of contract performance at the following fixed price. [insert a cited amount for the indirect costs and payment schedule. Insert `St]" if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert 'Each order must list separately the fixed amount for the indirect costs and paymentsebedule or, if no reimbursement for indirect costs, insert ' None,)." I (2) Total cost. It is estimated that the totnI cult to the Government for the perrormance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and nil obligations under Ihis rantract within suA ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments And materinl costs that will Accrue in performing this contract in the next succeeding 30 days, if added to all at her payments and costs previtpusly accrued, will exceed 85 percent of the ceiling price in the Schedule, the Cnntractor shall notify the Contracting Officer giving a revised estimate ortlte total price to the Government for Performing this contract with supporting reasons and documentation. If at yny time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Con trnctor sluff so notify the Contracting Officer, giving a revised estimate of the total price far performing this contract, with supporting reasons and documentation, If at any time during performance of this contract, the Govertment has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer wilt so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the runtruct. (3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess or the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance iris. do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting 0friccrnotifies th c Contracto r in writing that the ceiling price has been increased and specifics in tho notice a revised Gelling that shall constitute the ceiling price for performance under this contract. When and to the extent that the reiting price set forth in the Schedule lies been inemsed, any hours oWnded and materinl costs incurred by the Contractor in excess or the ceiling price before the increase shall be nlluwable to the same extent as if the hours. expended and material costs had been incurred after the increase in the ceiling price. (�) Access to records. Al any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting 0rficery: (i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract; (ii)1;or labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required us substantiation for payment - (A) The original timecards (paper -based orelectronic); (B) The Contructor's timekeeping procedures; (C) Cuntractor records that shuw the distribution of labor between jabs a contracts: and (D) Employees whose time has been included in any invoice for the purpose of verifying that Ihese employees have wurkrd the hours shown an the invoices. (iii) For material and subcontract costs that are reimbursed on the basis of actual cost - (A) Any invoices or subcontract agreements substantiating material costs, and (B) Any + locumentssupporting payment of those invoices. () OverpaymentslUnderpayinents.Each payment previously made shall be subject to reduction to the extent oramounts, on preceding invoices, that are found by the ContractingOlRcer not lu have been properJy payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwim TheGovernmenl within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor's payment wilt be made by check- If the Contractor becomes aRrarc afa duplicate invoice payment or that the Government has otherwise overpaid on an 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 orthe overpayment (eg, duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected cantruct number and delivery ordernutnber, 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)(i) All amounts that become payable by the Contractor to the Government under this contract situ)[ bear simple interest from the date due until paid unless paid within M days of becoming Clue. The interest rate shall be the interest rate established by (lie Secretary of the Treasury, as provided in Al LI& . 71t19, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid. (ii)The Government may, issue a demand for rrayment to the Contractor upon finding a debt is due under the contract. (fii) Final Decisions. The Contracting Officer A ilI issue a final decision as required by 33,21_1_if- (A) The �C'outracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in n timely manner, (B)'Ili e troatractor fails to Iiquidate a debt previously demanded by the Contracting Officerstithin the timeline specifier[ in the demand for payment unless the :amounts were not repaid because the Contractor has requested on installment payment agreement; or (C) The Contractor requests a deferment of cnllection on a debt previously demanded by the Coat ractin g Office r (see FAR 32,607_2> (iv) if a demand far payment was previously issued for the debt, the demand for payment included in the finul decision shalt Identliy the same due elute as the original demand far payment. (v) Amounts shall be due at the earliest or the fallowing_ dates: (A) The date fixed under this contract. (B) Thy date arf the first ►vritteu 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 aaf issuanet of A Gotierninent cheek to the Contractor front which an amount otherwise payable bas been withheld as o credit against the rUntract debt; or (C) The date on awlticlt an amount -withheld and applied to the contract debt vrould otherwise hove become payable to the Contractor. (vii) The interest charge made under this clause may be redu red under the procedures prescribed in 32.6H-2 of tlae Federal Acquisitioa Regulation in effect on the date taf this contract. (viii) Upon receipt and appruyuI arIhe invoice designated by the Conir:actoras the ``completion invoice" and so ppo rtin g documentatia n, and upon romplinrice by the Contractor tivith all terms of this con trart, any uutstaading balances will be paid within 30 days unless the parties agree othcnvisc. The completion invoice, and supporting documentation, shall be submitted by the Contractor ns promptly as practicable fnllnwing completion of the xrark under this contract, but in no event later than 1 year(arsuch longer periMas like Contracting Officer may approve in writing) from the mate of completion. (7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging (he Government, its officers, agcnks, and emplayccs of and from all liabilities, obligations, and claims nrising out of or under this contracl, subject only to the following exceptions. (i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact staterncia by the Contractor. (ii) Ctoirns,, together with reasonable incidental expenses, based upon the liabilities of the Contractor to tltird parties arising out of performing this contract, that are not known to the Contractor an the date of like executron of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the relrase or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier. (iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its iudemaiiication of the Government against patent liabiliry), including reasonnbte incidental expenses, incurred by the Contractor under the terms of this contract rein ting to patents. (8j Prompt payment. The Government will make payment in accordance with the Prompt Payment Act { 11 C'. 3943) and prompt payment regulations at 5 crR part 1315. (9) Electronic Funds Transt'er (EFri. If the Govern ment makes payment by EFT, see 52.z12-r{h) for the appropriate EFT clause. (10) discount. In connection with any discount offered for car14 Pavrnent, time shall be computed from the slate orate Invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or the specified payment date ifan electronic funds transfer pay Went is made. (i) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hermf, for its sole convenience. In the event of such termination, the Contractor shalt immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcon t rnaors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount far direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rates) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the. Government using its standard record keeping system that have resulted from the termination. The Contractur 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 ovork performed or costs incurred that reasonably could have been avoided. (m) Termination for Muse, The Government may terminate this contract, or any part hereof, for cause is 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 Goverttnient, upon request, vvith adequnte assurances of future perrormnace. In the event of termination for cause, the Government shall not he liable to the Contractor far any amount for supplies a services nat accepted, and the Contractor shalt be liable to the Government for any and all rights and remedies provided by law. if it is deterrulned that the Government improperly terminated this contract for default, such teriination shall he deemed a termination for convenience, 52.212-5 Contract Terms and Conditions Required to Implement Sintutes or Executive Orders - Commercial Items. As prescribed in 12.301{b)(4), insert the following clause: CnntractTerms anti Conditions Required to Implement Statutes or Executive Orders-Cummerciat It ems (hi:t r 202i1) (a) The Contractor shall comply with the fallowing Federal Acquisition Regulation (F:1Ry clauses, which nre incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (I) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VIE 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 resnlutinns)). (2) 5, 2,«U4:-13. Prohibition on Contracting for llardware, Software, and Semites Developed or Provided by Kxspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 1 t5-91). (3) 52.21W-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889{a)(IXA) of Pub. L. 115-232). (4) 52,2"-111 Pruhibitiun on Cuntracting with Inverted Domestic Corporations (Nov 2015). (5) 52.233-3, Protest After Award (Aug 1996) (31 ('.S.(', 3$53}, (b) R233�Applitable Lary for Breech or Contract Claim (Oct 2004) (Public Laws 108-77 and 308-78 (19 U.S.C. 3805notel} (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 b)• reference to implement provisions of law or Executive orders npp(iegble to ncquisltioas of commercial items; Contracting Officer check us appropriate.) ,_,,, (1) 5 .203-b Restrictions an Subcontractor Sales to the Government (Sept 2806), with Alternnto I (Oct 1995) (41 V SX. 4104and 10 U S.C.2402), __ (2) $21 1 Contractor Code of Business Ethics Lind Conduct (Oct 2015) (4) U:a.0 3509f). -„ (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 Reinvestment Act of 2009.) (4) 52,204-10. Reporting Executive Compensation and First -Tier Subcontract Awn rds (Oct 26111) (Pub. L. 109-282) (31 U,S&, 4101 note). (5) [Reserved I. _ (6) 52 204-14, Service Contraet Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C). (7) 52.204.15. Service Contrpet Reporting Requirements for Inde finite -Delivery Contracts (Oct 2016) (Pub. L. 11 1-117, section 743 of Div. Q. (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Cootractars Debarred, Suspended, or Proposed For debarment. (Oct 2015) (31 1'<S.t'. 61U1 note). (9) 52.204-9, Updates of Publicly Available informntion Regarding Responsibility Mfltlers (Oct 2018) (41 U.&C. 2313)• — (10) ( Reserved). _(I L) (i) 52.219- Notice of HURZone Set -Aside or Sole-Snurce Award (Mor 2020) (IS U.S.C.657n'l,. „ (ii) Alternate I (Mar 2020) of 2$219-3 �(I2) (i) 52,Z1 Notice of Price Evaluation Preference for HIJBZone Small Business Can corns (Mar 2020) (ir the Urferor alerts to waive the preference, it shall so indicate in its offer) (15 U.S.C. 6574 _ (U) Alternate I (Mar 21120) of 52.2194 (13) lReservedl (14) (i) 52,219-6, Notice of Total Small Business Sel-Aside(Mar 2020) (15 U.S.C.64i1 (ii) Alternate I (Mar 2020). (iii) Alternate II (Nov 2011). (i) 52.219-7. Notice of Partial Small Business Set-Aside(h7nr 2020)(151.-,S.C. 644). _ (H) Alternate I (Mar 2020) of 52,219-7. (iii) Alternate II (Mar2H4) of S2 � _,_ (16) 52,2i9-Utiuntion urSmall, Business Concerns (Get 20is) (15 U,S,G 637(dif2)and 0)). (i) 2 219- Small Business Subcontracting Plan (Mar2020) (15 U.S.C.637(d)<4lt (H) Alternate T (Nov 2016) or 52.21 (iii) Alternate II (Nov 2016) of 52,219;� (iv) Alternate III (lklar 2020) of 52.219-W (v) Alternate 1V (Aul;1019) of 52,219-9 (18) 52119-13. Notice of Set -Aside of Orders (Mar 2020) (I5 U.S.C. 644(r)k (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 1JS.C"637(e)(14A, (20) 2.25 19-16. Liquidated Damages -Subcontracting Plan (Jan 1999) (15 U.S.C. 637(dl(4)(F'Ni>i. (21) 52.219-27, Notice of Service -Disabled Veterun-Owned Small Business Set -Aside (hlnr 2020) f Is U.S,C. 6571} _ (22) (i) 5"19- 8, Post Award Small Business Program Rerepresentotion (hlor 2020) (15 U.,%C. 6321*H2A). (ii) Alternate I (5LAR 2020) or 52.219-29 (23) 52,112;2 Notice of Set -Aside for, or Sole Source Award to, Economically Disadvantnged Wamen-O%ined Srnall Business Concerns (Mar 2020) (jS i?» C:. 7tM. _ (24) 5L219,j Notice of Set Aside for, or Sole Source Award to, Women -Owned Smolt Business Concerns Eligible Under the Women -Owned Small Business Program (NIar2020) (15 it &C. 637(m)1 (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Nfnr 2020) litl.S,C. fior)). (26) 52.21M3, Nonmanufacturer Rule (Mar 2020) (15 US.C. 637(a)(17)). ,,,,K,,,,, (27) -3 Convict LlbGr (June 2003) (E.O.11754 - M) 52.222-19. Child Labor -Cooperation with Authorities and Remedies (Jun 2020) (E.O.13126). \_ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). _X (30) (i) 52.222-25 Equal Opportunity (Sept 2916) (E.O.11246). _ (ii) Alternate 1(Feb 1999) of 52.222-266 (31) (i) 52.222Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 42121L __,. (ii) Alternate 1 (.Tuly 2014) of 2 25 . 22-35 (32 ) (i) 52.222.3 Equal Opportunity for Workers with Dissbbilities (Jul 2014) (29 US.C.793) (0) Alternate 1(.Iuly 2014) or R.22" _ (33)2.25 22-37. Employment Report's on Veterans (Feb 2016)(38 U.S.C.4212). _ (34) 52.22240, Notification of Employee Rights Under the National Lobar Relations Act (Dec 2010) (E.O. 13496}. _k (35) (i) 52,222 -50. Combating Trofricking in Persons (Jan 2019) (22 U.S.C. chanter 78 and E.O. 13627). -,,,, (ii) Alternate 1(Mar 2015) of �2 ?2:a { l�S�+ tg $ and E.O. 13627). ._.. (36) 52.222-5 L Empluyntent EligibRity Veril'iration (Oct 2015). (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 22.1893.) (37) (1) 52.223-% Estimate or Percentage of Rceovered Material Content for EPA -Designated Items (May 2008) (42 U.S.C. 6962(e>t3)A>{i A (plot applicable to the acquisition urcommercially avnilable arf- the-shelf items.) _(ii) Alternate I ([flay 2008) of 52.223-9(42 U.S.C. 6962(i)(2)(C)).{Not applicable to the Acquisitin n of cummercinIly avo ila ble off-the-shetr items.) _ (33) 52.223-11. Oxone-Depleting Substances and High Global Warming Potential H ydrolluo roen rbeas (Jun 2016) (E.O. 13693). _(39) 2.223-12,Mnintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016)(E.O. 13693). - (40) (i) 52.223-1Acquisition of EPEATR-Registered Imaging Equipment (Jun 2014)(E.O.s 13423 and 13514). (H) Alternate I (Oct 2015) of 52.223-13. - (41) (1) 52.223-1 Acquisition of EIPEATS-Registered Televisions (Jun 2014) (E.Os 13423 and 13514). _ (H) Alternate I (Jun 2014) of 52.223-146 _ (42) 4.?.223-15, EntrU Effkiency in Energy -Consuming Products (lace 2007) (42 U.S.C. 8259b). (43) (i) 52.223-1(i Acquisition of EPE AT® -Registered Personal Computer Products (Oct 2015) (E.Qs 13423 and 13514). _(ii) Alternate 1 (Jun 2014) of 52.223-1fi _ (44) 25a, 23_-U En-couraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 135I3). _ (45) 52.223-2Q Aerosols (Jun 2016) (E.O. 13693X ,_- (46) 32,223.21 Fearns (Jun 2016) (E.O. 13693), _ (47) {i) 52.224.3 Privacy Training (Jan 2017) (5 U.S.C. 552 a). (ii) Alternate I (Jan 2017) of 552.22A-.i (48) 32.22S-1, Buy American -Supplies (May 2014) (41 U.S.C. chanter 831. (49) (i) 52.22-i-1 Buy American -Free Trade Agreements -Israeli Trade Act May 2014) (41 U.S.C- chapter 83, It U.S.C, MI note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. I U-182,108-77,10&78, 10&286,108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-41, and 112-43. GO Alternate l (May 2014) of U.425.3 (iii) Alternate 11 (N1ay 2014) of 52 25-3 (iv) Alternate III (May 2()14) of 52.225-3 ,-,-, (50) 5 ,225- Trade Agreements (Oct 2019) (19 U,S.G 2501, cc seq., 19 U.S.C. 3301 note). — (31) 52.225-13, Restrictions on Ctrtnin Foreign Purchases (June 20081(E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Gontral of the Department of the Treasury). _ (52) 52.225.26, Contractors Performing Private Security Functions Outside the United States (Oct 2014G) (Section 862, as amended, of the NntionnI Defense Authorization Act for Fiscal Year 2008; 10 U.S.0 2302 Notel. _ (53) 52.226-4, Notice of Disaster or Emergency Area Set -Aside (Nov 2067) (42 U.S.C. 51501. _(54) i 5, Restrictions on Subcont ru cting Outside Disaster or Emergency Area (Nov 2007) (42 U S,C. 51501, _ (55) 2.25 32-Z9, Terms for financing of purchases of Commercial [ttms (Feb 2002) (41 U.S.C,4505, 10 U.S.C.2307(f))• (56) 52� Installment Payments for Commercial Items (.Ian 2017) (41 L.&C.4505. 10 Lr.S.C.2307(A) _%'_ (57) 52.232-33 Pnyment by Electronic Funds Transfer -System for Aivard Mann gement (Oct 2018) (31 U.S.C.3332). - (58) 52,232-34, Payment by Electronic Funds Transfer -Other than System for Award rRa na gem cnt (Jul 2013) (31 1, 5.C,3332). - (59) 52.2323 Puymtnt by Third Party (11Iny 2014) (31 U.S.C-33321. ,_ (60) 52.239-1. Privacy or Security Safeguords (Aug 1996) (i E,'.S.C, 552Rk (61) 52,242-Payments to Small Business Subcontractors (Jnn 2017) I( 5 U.S.C. 637JU1311 (62) (i) 52.247-64. Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Aipnz. 1241(b)aad 10 U.S.C. 2631>_ (ii) AIWnatt 1 (Apr2003)ar 52.247-6a (iii) AItcrnnte II (Feb200ti) of $2,247-64-64, (e) Tltc Contractor shall corn ply with the FAR clauses in this paragroph (c), applicahlc to comma rcinI services, that the Contracting Officer has indicated as being incorporated to this contract by reference to imptement provisions of law or Executive orders applicable to Acquisitluns of commercial items: lContracting Ofticerchec[c as approprinte.1 (1) 52122-17- [tiondisplucernent of Qualified Workers (May 1.014)(E.O. 13495} (2)-22241 Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter.6 - (3) 52.2?2Statemeat of Equivalent Rntcs for Fecicrnl Ilires (play 20i t) (29 U.S.C. 206 mind 41 U.S.C.chapter671 (4) 52.222Fair Labor Standards Act and Service Contract Labor Standards -Price Adjustment (Multiple Year and Option Contracts)(Aug 2018) (29 L.5 G. 206and 41 U.S.C. chapter 671 _ (;i) 52.2224 Fair Labor Standards Act and Service Contract Labor Standards -Price Adjustment (flay 2014) (29 U.S.C. 206 and 41 U.S.C, chanter-0 _ (6) 52.222-51- Exemption from Application of the Service Contract Labor Standards to Contracts for NIP intenoncc, Calibration, or Repo ir of Certain Equipment -Requirements (May 2014) (41 LAC. chanter 61� _ (7) LLU j Exemption from Application of the Service Cotit met Labor Standards to Contracts for Certain Services -Requirements (play 2014) (it [I&C,..ShQa ter G71. _ (8) 52,222•+,1,1+, Minimum Wages Under Executive Order 136.i8 (Dec 2014 _ (9) 5,2,222_62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). _ (10) 52,226-6, Promoting Excess Food Donation to Nonprofit Organizations (Niny 2014) (42 i',S.C. 17921- (d) Comptroller General Exnmination of Record. The Contractor shn11 comply with the provisions of this panigraph (d) if this contract was own rded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52 215.3, Audit and Records -Negotiation. (1) The Comptroller General of the United Scales, or an authorized representative of the Comptroller General, shall have access to and right to examine any afthe Contractor's directly pertinent records involving transactions rein ted to this contract. (2) The Contractor shall make avnilnble at its offices at all reasonable times the records, materials, and ether evidence for examination, audit, or reproduction, until 3 yenrs after final pnyinent under this contract or for any shorter period specified in FAR subpart 4.7. Can tructor Records Retention, of the other cln uses 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 terntlnation settlement. ReeDrds relating to appeals unde r the disputes clause or to litigntion or the settlement of claims arising under a 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 proctices, and other data, regardless of type and regardless of form. This does nat require the Contractor to create or maintain any record that the Contractor does not maintnin in the ordinary course of business or pursuant to n provision aFInw. W (1) Notwithstanding the requirements of the clauses in parugraphs (a}, (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraphi (e)(1) in a subcontract for commercial items. Untess otherwise indicated below, the extent orthe flaw dawn shalt be as required by the clnuse- W 52.203-13, Contractor Code or Business Ethics and Conduct (Oct 2015) (41 U.S&% 35091. (11) 52.203-1Praldbition on Requiring Certain Internal Confidentiality Agreements or Statements (Jun 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Cout inning Appropriations Act, 2015 (1'ub. L. 113-235) and its successor provisions in subsequent appropriations it cis (nnd its extended in runtinuing resolutions)). (iii) 52.20d-23, Prohibition on Contracting for Hardware, Software, and Services IMvelapetf or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115- 91). (iv) 2S 204-25, Prohibition no Contracting for Certain Teiceommunicntious and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232). (v) 52.219-$ Utilization of Small Business Concerns (Oct 2018) (15 U.S.C-63701(21 and (3)), in all subcontracts that offer further subcnntmctingopportunities, If the subcontract (except subcontracts to small business concerns) exceeds S700,000 (S l.5 million for construction of any public facility), thesubconIrnctor must include 52.219-8in tower tier subcon t racts that offer suhrontraeting opportunities. (vi) 52.222-1'1, Noudisplacement of Qualified Workers (Flay 2014) (E.G. 13495). Flow down required in occordunce with paragraph (1) of FAR clause 52.222-17. (vii) 2S5 22-21. Prohibition of Segregated Facilities (Apr 2015). (viii) 32.222-26. Equal Opportunity (Sept 2015) (E.O.11246). (ix) 52.222-35, Equal Opportunity far Veterans (Oct 2015) (39 U.S.C.4212). (s) 52.2- 22.34 Equal. Opportunity far Workers with Disabilities (Jul 2014) (29 U,S,C.743t (xi) 52. " . 7 Employment Reports on Veterans (Feb 2016) Q3 - V.S.C.Q121 (xii) 52122-4 Notification of Employee Rights Under the National Lnbor Rein lions Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) or F.%R clause 52.222-40Q (xiii) U"A Service Contract Labor Standards (.dug 2018) (41 LS,C. chapter 671 (Xiy) (A) Combating TrnMeking in Persons (Jan 2019) (L U.S.C. chenGrr 78and E.0 13627� (a) Alternate I (Mar 2015) of 1,, Z,222-&,22 U.S,C. chapter 78and ED 13627i. (iv) 52.212-51 Exemption from Application of the Ser ire Contract Labor Standards to Contracts for Maintenance, Catibration, or Repair of Certain Equipment -Requirements (May 2014) (4) U.S.C. Shooter 67i (xvi) 52,222- Exemption from Application aITthe Service Contract Labor Standards to Contracts for Certain Services -Requirements (May 2014) (41 U.S.C. chapter 671 (xvii) 52,222:54 Employment Eligibitity Verification (Oct 2015) (E.O. 12989). (xviii) 52.222-SS MInimam Wages Under Executive Order 13b5S (Dee 2015). (=ix) 52.222- Paid Sick Leave Under Executive Order 13706 (Jon 2017) (E.O. 13706). (xx) (A) 52W24-3, Privacy Training (Jan 2017) (B) Alternate 1 (Jan 2017) of 52.224-1 (xxi) 52.225-?.b, Contractors Performing Priyate Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense :authorization Act ror Fiscal Year 2008; 10 U.S.C. 2302 NoteL (xxii) 52.226-f6 Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792)6 Flow down required in accordance with pnragraph (e) of FAR clause 52.226-6. (xxii!) 147 4, Preference for Privately Owned U.S.-Flag Cnmmercial Vessels (Feb 2006) (46 U.SC. Appx.1241(b)and 10 U.S.C.2631i Flow down required In accordance with parugraph (d) of FAR clause 52.247-64, (2) While not required, the Contractor may include in its subeentraets Far comntereiat items a minimul numher of additional clauses necessary to satisfy its contructua] obligations. (End of clause) Etectranic Invoicing and Payment Requirements --Internet Payment Platfnrm (IPP) (September 2011) Payment reque5ts must be submiticd electronically though the U-S. Department of the Treasury's Internet Payment Platform System (IPP). "?ayn►ent request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.21?4Contract Terms and Conditions —Commercial Items included in commercial contracts. The IPP website address is: https f1vVNVw.ipp,gov. Under this contract, the following documents are required to be submitted as an ottacbment to IIke IPP invoice: Invoice The Contractor must use the IPP website Io register, access, and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in CM) will receive enrollment instructions via email from the Federal Reserve Bank of Boston (FEtBB) within 3--5 business days of the contract award date. Conlr for assistance with enrollment can be obtained by contacting the IPP Production Hdpdesk via email ippgroup@bos.frb.org or phone (966) 973-313 1. If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contr=ter must submit a waiver request in writing to the centrxting otiicer with its proposal or quotation. 52.217-9 Option to Extend the Term of the Contract. As prescribed in 17.208(g), insert a clause subswntially the same as the following: OPTION TO EXTEND THE TEiim OF THE CONTRACT (MA R2000) (a)The Government may extend the term of this contract by written notice to the Contractor with in_60 {insert the period of time within which the Contracting 0girer may exercise the optianj; provided that the Government gives the Con tractora preliminary written notice oFits tnteat to extend at least _64 days[60daysunless a dilferentnwnberofdaysis inserted] before the contract expires. The preliminary notice does not commit the Government to an extension, (b)IFthe Government exercises this option, the extended contractshall 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_3 years. (End ofclausel