GSA Contract GS-33F-0017-N 'RACT Cl Co D.1 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (FEB 2002) (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. The Government must exercise its post-acceptance rights. (1) Within a reasonable time after the defect was discovered or should have been discovered; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. (b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g, use of the Governmentwide commercial purchase card), the Contractor may not assign its, rights to receive payment under this contract (©) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties. (@) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C.601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 5 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. (©) Definitions. The clause at FAR reference. Definitions, is incorporated herein by (1) 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 cither 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 DtGSA Contract GS-33F-0017-N 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 reveive invoices. An invoice must include— () Name and address of the Contractor; (i) Invoice date and number; (ii) Contract number, contract line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (¥) 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, ttle, 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 contract provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—-Other Than Central Contractor Registration), or applicable ageney procedures. (©) EFT banking information is not required if the Government waived the requirement to pay by EFT.GSA Contract GS-33F-0017-N (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315, (b) 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. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and OMB. prompt payment regulations at $ CFR part 1315. If the Government makes payment by Electronic Funds Transfer (EFT), see 52.212-5(b) for the appropriate EFT clause. 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. (i) 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 cartier, 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. ind local taxes and (k) Taxes. The contract price includes all applicable Federal, State, duties, (). 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, DsGSA Contract GS-33F-0017-N 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 itis determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (a) 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. (0) 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. 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. @ () 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. 327, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity. © Order of precedence. Any inconsistencies in this 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, and Compliance with Laws Unique to Government Contracts paragraphs of this clause. (3) The clause at 5 (4) Addenda to this contract, including any license agreements for computer software. (5) Other paragraphs of this clause. (6) The STANDARD } (7) Other documents, exhibits, and attachments. (8) The specification DsGSA Contract GS-33F-0017-N | ADDENDUM TO FAR 52.212-4 CLAUS! REGARDING CONTRACTOR INFORMATION D2 D-FBG-100 SCOPE OF CONTRAC’ --WORLDWIDE (OCT 2002) (@) This contract may be used by the agencies and activities named below, as a source of supply for the supplies or services described herein, for delivery within the United States, Washington, D.C., and overseas locations. 1, All Federal agencies as defined in 40 USC 102. 2. Government contractors authorized in writing by a Federal agency pursuant to 48 CFR SL. 3. Mixed ownership Government corporations (as defined in the Government Corporation Control Act). 4. Other activities and organizations authorized by statute or regulation to use GSA as a source of supply. (Questions regarding activities authorized to use this contract should be directed to the Contracting Officer) (b) Articles or services may be ordered from time to time in such quantities as may be needed to fill any requirement, subject to the Order Limitations thresholds which will be specified in resultant contracts. (c) For orders received from activities within the Executive Branch of the Government. each Contractor is obligated to deliver all articles or services contracted for that may be ordered during the contract term, except as otherwise provided herein. (@) The Contractor is not obligated to accept orders received from activities outside the Executive Branch; however, the Contractor is encouraged to accept such orders. If the Contractor is unwilling to accept such an order, the Contractor shall return it by mailing it or delivering it to the ordering office within 5 workdays from receipt. Failure to return an order shall constitute acceptance whereupon all provisions of the contract shall apply. (©) While DoD currently uses its Defense Travel System (DTS) as their eTravel solution, the scope of this contract does not preclude DoD from participating in this effort after expiration of its current DTS contract, or upon written approval by, or on initiative of the DTS PMO. D3 I-PSS-598 CENTRAL CONTRACTOR REG TRATION ( PER) (OCT 1999) To receive orders from the Department of Defense (DoD), contractors must be registered in the DoD CCR database (registration information is available at http:/www.cer.goviindex.cfm). The CCR database is DoD’s primary repository for contractor information required for the conduct of business with DoD. This requirement does not apply to purchases made with a Governmentwide commercial purchase card. DsGSA Contract GS-33F-0017-N D4 CONTRACTING OFFICER AUTHORITY Tn no event shall any understanding or agreement between the Contractor and any Government employee other than the Contracting Officer on any contract, modification, change order, letter or verbal direction to the Contractor be effective or binding upon the Government. All such actions must be formalized by a proper contractual document executed by an appointed Contracting Officer. The Contractor is hereby put on notice that in the event a Government employee other than the Contracting Officer directs a change in the work to be performed or increases the scope of the work to be performed, itis the Contractor's responsibility to make inquiry of the Contracting Officer before making the change, Payments will not be made without being authorized by an appointed Contracting Officer with the legal authority to bind the Government. D5 AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER (a) Except as specified in paragraph (b) below, no order, statement, or conduct of Government personnel who visit the contractor's facilities or in any other manner communicates with contractor personnel during the performance of this contract shall constitute a change under 52.212-4(c), "Changes" clause of this contract. (b) The Contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the Contracting Officer, or is pursuant to specific authority otherwise included as a part of this contract. (©) The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the Contracting Officer's. In the event the Contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the Contractor price to cover any increase in charges incurred as a result thereof. The address and telephone number of the Contracting Officer is: Name: Carl J. DeBernard, Jr., Contracting Officer Address: Mail Stop 1AA 2011 Crystal Drive One Crystal Park, Room 911 Arlington, VA. 22202 Telephone:703-872-8613 D6GSA Contract GS-33F-0017-N D.6 KEY PERSONNEL (SECTION WITHHELD) D7 CONDUCT OF CONTRACTOR PERSONNEL All Contractor personnel providing services under a task order pursuant to this contract must conduct themselves so that their dealings and actions in performance of the task order are above reproach in every respect. Accordingly, Contractor personnel must not allow themselves to be put in a situation where a conflict of interest may arise or justifiably might be suspected by reason of accepting entertainment, gifts, or favors of any kind or by any other action that would result in financial profit to themselves or which could influence or be interpreted as influencing the strict impartiality that must prevail in all business relationships where the public interest is involved. Further, Contractor personnel shall be cautious of acceptance of outside employment or other outside activity if that employment would give rise to a real or apparent conflict of interest situation Db?GSA Contract GS-33F-0017-N D8 CONTRACTING OFFICER'S REPRESENTATIVE (COR) DESIGNATION AND AUTHORITY (a) The Contracting Officer’s Representative (COR) will be designated after award, (b) Performance of work under this contract shall be subject to the technical direction of the designated COR, or a representative designated in writing. The term “technical direction” includes, without limitation, direction to the Contractor that directs or redirects the labor effort, shifts the work between work areas or locations, fills in details and otherwise serves to ensure that work outlined in the work statement are accomplished satisfactorily. (©) Technical direction must be within the scope of the specification(s)/work statement. The COR does not have authority to issue technical direction that: (1) Constitutes a change of assignment or additional work outside the specification(s)/work statement; (2) Constitutes a change as defined in the clause entitled “Changes”; (3) In any manner causes an inerease or decrease in the contract price, or the time required for contract performance; (4) Changes any of the terms, conditions, or specification(s)/work statement of the contract; (5) Interferes with the Contractor's right to perform under the terms and conditions of the contract; or, (6) Directs, supervises or otherwise controls the actions of the Contractor's employees, (d) Technical direction may be oral or in writing. The COR shall confirm oral direction in writing within five workdays, with a copy to the Contracting Officer. (€) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the Contractor, any direction of the COR, or his/her designee, exceeds the limitations in (c) of this clause, the Contractor shall immediately notify the Contracting Officer no later than the next Government work day (1) Failure of the Contractor and the within the scope of the contract shall be subject to the terms of entitled “Disputes. “ontracting Officer to agree that technical direction is 2.212-4(d) clauseGSA Contract GS-33F-0017-N D9 SUBCONTRACT/TEAMING ARRANGEMENTS (a) Definition. “First-tier subcontractor,” as used in this contract, means a subcontractor to the prime contractor with more than $500,000 in sales per year from the prime contractor for this effort (b) Throughout the term of this contract, the Contractor shall notify the Contracting Officer of any additions, deletions or changes in first tier subcontractteaming arrangements centered into for the purpose of performing this contract effort. The Contractor shall furnish the Contracting Officer with the following information for any first tier subcontractor/teaming arrangement that the Contractor proposes subsequent to contract award: (1) Subcontractor or team member name and address. (2) Scope of work to be performed by the subcontractor or team member. (c) The General Services Administration reserves the right to request the Contractor to terminate any subcontractors, individual subcontractor employees, subcontractor principals, or team members, for malfeasance or other appropriate cause (e.., theft, criminal record(s), ties to organized rime, etc.) (a) The provisions of this clause do not preclude any requirements regarding subcontracts that may be set forth elsewhere in this solicitation/contract. (©) Questions regarding this requirement shall be directed to the Contracting Officer D.10 G-FSS-900-A CONTACT FOR CONTRACT ADMINISTRATION (JAN 1994) CW Government Travel Ine.’ designated person for prompt contract administration is: NAME: Lottie Myers TITLE: Contract Administrator ADDRESS: 1777 N.E. Loop 410, Suite 702B San Antonio, Texas ZIP CODE 78217 EMAIL ADDRESS: Lmeyers@Carlson.com TELEPHONE NO: (210)805-3763 FAX NO. 210-283-6200 CLAUSES REGARDING ORDER: DIL FAR 52.216-18 ORDERING (OCT 1995) (VARIATION—OCT 1995) boGSA Contract GS-33F-0017-N (a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders by the individuals or activities designated. Such orders may be issued during the contract term, (b) All delivery orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order and this contract, the contract shall control (©) If mailed, a delivery order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally or by facsimile, or by electronic commerce methods only if authorized in the contract. D.12 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995) (VARIATION I— AUG 1999) (@) Minimum order. When the Government requires supplies or services covered by this contact in an amount less than $2,500, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract. However, offerors may, if willing to accept smaller orders, specify a smaller amount in their offers, Ifa smaller amount is offered, it is mutually agreed that the Contractor will accept such orders and specify the smaller minimum order limitation in the applicable catalog/pticelist. If the offeror fails to specify a smaller amount, the Government may place orders for a smaller amount. Such orders shall be deemed to be accepted by the Contractor, unless returned to the ordering office within 5 workdays after receipt by the Contractor. (b) Maximum order. The Contractor is not obligated to honor any order for a combination of items in excess of $500,000,000. (c) Notwithstanding paragraph (b) above, the Contractor shall honor any order exceeding the maximum orders in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 workdays after receipt, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source. (d) Notwithstanding paragraph (b) and (c) above, the Contractor shall honor any purchase card orders exceeding the maximum orders in paragraph (b), unless that order (or orders) is returned to the ordering office within 24 hours after receipt, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source. D.13__D-FBG-200 ORDER LIMITATIONS FOR CLINs 0001 and 0005 (a) CLIN 0001 is intended to establish initial operational capability for CW. The ordering period for CLIN 0001 expires upon CW’s acceptance of a task order for CLIN 0001 D-10GSA Contract GS-33F-0017-N (b) CLIN 0005 represents a single use CLIN that is intended to establish a business data warehouse. CLIN 0005 may only be ordered by GSA, ‘The ordering period for CLIN 0005 expires upon CW's acceptance of a task order for CLIN 0005, (c) CLINs 0030, 0050, and 0070 may only be ordered by GSA. D.14 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995) (a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract. (b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum." (c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations. (d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the expiration of the order. paGSA Contract GS-33F-0017-N D.15_ D-FBG-300 CONTRACTOR TASKS / SPECIAL REQUIREMENTS (OCT. 2002) (a) Security Clearances: ‘The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this contract. The Contractor shall be responsible for the cost of personnel background checks. (b) Travel: The Contractor may be required to travel in performance of orders issued under this contract. Allowable travel and per diem charges are governed by Pub. L. 99-234 as amended, and are reimbursable by the ordering agency. The Industrial Funding F does NOT apply to travel and per diem charges. It is GSA policy not to allow a charge of profit or fee on reimbursable items, (©) Personnel: The Contractor may be required to provide key personnel, resumes, or skill category descriptions in the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to key personnel. (@) Organizational Conflicts of Interest: Where there may be an organi: imterest as determined by the ordering agency. the Contractor's part order may be restricted in accordance with FAR Part 9.5. (©) Documentation/Standards: The Contractor may be requested to provide produets or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order. () Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specified or negotiated in the agency’s order. (g) Government-Furnished Property: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary. (h) Availability of Funds: Many Government agencies’ operating funds are appropriated fora specific fiseal year. Funds may not be presently available for any orders placed under the contract or any option year. The Government's obligation on orders pla under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer. D2GSA Contract DAG 1 60 | PERFORMANCE INCENTIVES (APRIL 2000) (REVISED) (a) When using a performance based statement of work, performance incentives may be agreed upon between the Contractor and the ordering office on individual fixed price orders or Blanket Purehase-Agreements, for fixed price tasks, under this contract in accordance with this clause. (b) The ordering office must establish a maximum performance incentive final price for these services and/or total solutions on individual orders or Blanket Purchase Agreements. (c) Performance incentives may be agreed upon between the contractor and the ordering activity on individual orders or Blanket Purchase Agreements placed under this contract, in accordance with this clause. (d) To the maximum extent practicable, ordering offices shall consider establishing incentives where performance is critical to the agency”s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks when performance is critical (e) The above procedures do not apply to Time and Material or labor hour orders, D.17_ D-FBG-400 ORDERING PROCEDURES (OCT 2002)-THIS CLAUSE IS APPLICABLE IN THE EVENT AWARD IS MADE TO MORE THAN ONE CONTRACTOR (a) Definitions: ‘The following definitions are provided: Fair opportunity: Reviewing all qualified master contractors for potential award. This can be accomplished through agency review of the web-information, publications or contact with master contractors. Fair Opportunity Exceptions: The requirement for fair opportunity does not apply to orders under the micro-purchase threshold or to orders above the micro-purchase| threshold where the ordering Contracting Officer determines that: (1) the agency need for the supplies or services ordered is so urgent that providing a fair opportunity would result in unacceptable delays; (2) only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized: (3) the task order must be issued on a sole- source basis in the interest of economy and efficiency as a logical follow-on to an order already issued under the contract provided that all awardees were given a fair opportunity to be considered for the original order; or (4) it is necessary to place the order to satisfy a minimum guarantee. Qualified Contractor: CW Government Travel, Ine. Northrop Grumman Mission Systems DasGSA Contract (b) Task Orders ~ General (1) Number of Task Orders: It is not possible to accurately estimate the number or volume of task orders that will be provided during the contract term. All costs, including travel, associated with the marketing, development, proposal preparation, presentation, submission and negotiation in response to any task request or potential task order shall be at the Contractor's expense, (2) Order Placement: Each agency’s Chief Financial Officer (CFO), Chief Administrative Officer (CAO) and/or Procurement Executive (PE), or designees of each, will be responsible for making the decision on how the agency will place a task order for his/her agency. The CFO, CAO and PE, or designees, may allow various organizational elements to place their task order directly with the contractor or may ask GSA’s eTravel PMO to do so on their behalf. (3) For orders above the micro-purchase threshold, agencies are required to review all qualified contractors using the web, publications or contact with master contractors prior to placing their task order. (4) Limitations: Except for the maximum order per task order, if any, there is no limit on. the number of orders that may be placed, so long as it does not exceed the maximum. value for the master contract as a whole. (5) Protests: A protest is not authorized in connection with the issuance or proposed issuance of a task order except for a protest on the ground that the task order increases the scope. period, or maximum value of the contract under which the order is issued. (6) Task Order Ombudsman: (A)A GSA task order ombudsman has been appointed to hear concerns from task order offerors, potential task order offerors and contractors for the master contract. The purpose of the ombudsman is not to diminish the authority of the ordering or GSA Contracting Officer, but to be responsible for reviewing. complaints from the contractors and ensure that all of the contractors are afforded a fair opportunity to be considered for task orders. ‘The task order ombudsman is, a senior GSA official who is independent of the GSA Contracti contract. Task order issues requiring ombudsman assistance FAR Part 16,505(b\5) shall be referred to the following off fficer for this accordance with U.S. General Services Administration Office of Acquisition Policy 1800 F Street, N.W. Washington, D.C. 20405 PH: 202-208-7279 DetGSA Contract GS-33F-0017-N (B) The task order ombudsman does not have the authority to overturn award decisions or adjudicate formal contract disputes. (7) Bulletin Board: All task orders and contact line item number price, as well as any modifications thereto, may be posted on a public electronic bulletin board hosted by the eTS portal. All contractor technical proposals at the master contract level may also be posted on this bulletin board, giving due regard to any information protected by the Freedom of Information Act. (8) Refinement of Ordering Process: GSA reserves the right to refine the ordering procedures throughout the term of the contract. (©) Order Limitations (1) Minimum Task Order Size: The minimum task order size is $2,500. (2) Maximum Task Order Size: ‘The maximum task order size is $50,000,000. (3) Minimum Length of Task Orders: For the agency’s task order placed against the master contract, the minimum task order length is the master contract ordering period for each CLIN as identified in Section D.25, or the remainder thereof whichever is shorter. Agency task orders may contain options to renew the initial task order contingent upon the master contract ordering period being extended if GSA exercises an option; however, the task order shall not exceed the period of the master contract ‘The Contractor may not accept task orders placed against the master contract that are less than the minimum length specified above (4) Maximum Length of Task Orders: Agency task orders may not exceed the ordering period of the master contract. If the master contract option(s) is/are exercised, the period of performance for ageney task orders will be limited to the contract ordering, period of the master contract for each CLIN. (d) Task Order Issuance (1) A task order may be issued by the ordering Contracting Officer after receipt and review of all of the qualified contractors’ proposals in accordance with the established evaluation criteria and methodology (2) Schedule: Each task order will establish a milestone or work break down schedule for submissions (deliverables. testing, etc.), (3) Changes: Any changes to a task order will be issued in writing by the ordering contracting officer, or as requested by the agency/organization. Only the ordering Contracting Officer may modify the terms and conditions of the menu- or tailored- DasSSA Contract GS-33F-0017-N task order. The ordering Contracting Officer does not have the authority to modify the terms and conditions of the master contract. (4) Restrictions: The Contractor shall not accept any task order that increases the scope of the master contract, period of performance of the master contract, or maximum value of the master contract under which the task order is issued, (5) For orders under the micro-purchase threshold, agencies can order services by placing an order with the contractor of the agency’s choice. In accordance with Section D.12, a Contractor is not required to accept any order below the micro-purchase threshold of $2,500, (6) For orders over the micro-purchase threshold: Menu-ordering (CLINs 0001 — 0003, 0020 — 0021, 0040-0041, 0060-0061): In order to ease the administrative burden to ordering agencies and contractors, the GSA has devised menu-driven options of various products and services. These menu- driven options allow agencies to review contractor capabilities based on requirements stated herein and place an order with the contractor that best meets the agency needs, (A) The agency must review the eTravel Portal, publication or contact the master contractors and determine which contractor best meets its requirements. The a contact the master contractors for additional information, as desired, so long as they give fair consideration to all qualified contractors under the master contract. Agencies may not request better pricing for products and services offered under this ordering option. ency mi (B) Once the agency has made their selection, the agency then submits a written order for the products and services. The order shall include, at a minimum: (i) the statement “THIS IS A TASK ORDER FOR eT, (ii) the names of the activity or activities authorized to issue orders against the task order (e.g., for USDA it may be Forest Service, Food Service, ete.), (iii) date of order, (iv) GSA contract number, (v) _ task order number, (vi) CLINs, (vii) price, D-16GSA Contract GS-33F-0017-N (vii period of performance, (ix) place of delivery or performance, and (x) accounting and appropriation data, The written order may be on an official government order form on agency letterhead, or electronic, but must be in writing. Agencies are not required to submit a separate work statement with their task order for menu-ordering, (C) The Contractor acknowledges the task order and begins implementation within the timeframes specified in the Schedule of Services. A separate technical and price proposal is not required when agencies place a menu task order. (7) For orders over the micro-purchase threshold: Tailored-ordering (All CLINs except CLIN 0005, CLIN 0030, CLIN 0050, and CLIN 0070): This option is used when an agency requires services from a contractor in addition to what is included in the menu order CLINs. Such services include, but not limited to, supplemental training services, supplemental implementation services. supplemental security services. and/or custom report development in addition to the standard eTS services. The procedures and selection criteria that will be used to provide multiple awardees a fair opportunity to be considered for the task order are as follows (A) Agencies will furnish identical information concerning a proposed acquisition to all qualified contractors. Agencies will treat all prospective awardees fairly. The agency will submit a written request for quote to all qualified contractors. The request for quote shall include, at a minimum: (i) the performance work statement for a particular requirement or project that clearly specifies all tasks to be performed and products to be delivered under the task order, (ii) _ period of performance, (iii) evaluation factors, (iv) relative importance of evaluation factors, (¥)__ methodology for award of the task order, and (vi) a request for proposals from qualified contractors. bayGSA Contract GS-33F-0017-N (B) Agencies are encouraged to request oral proposals from qualified contractors where practicable. Agencies are encouraged to utilize streamlined procedures (e.4g., electronic submission of proposals, page restrictions on proposals, etc.) (C)As designated by the agency, qualified Contractors shall be allowed a short period of time to submit requests for clarification and receive answers. The questions and answers shall be made available simultaneously to all qualified contractors. (D) Within the timeframes specified by the agency, the Contractor(s) shall submit their task order proposal that identifies contract line item numbers and price, in accordance with ageney instructions. Pricing shall be firm fixed price. It shall identify all prices and/or price reductions offered, with the exception of menu- order CLINs which are not negotiable at the task order level. (E) The agency will review and evaluate each proposal received against established evaluation criteria and methodology. The agency may then do one of the following: # Select the awardee without further discussions: or * Conduct negotiations. (F) If negotiations are conducted, they will occur at the time and place designated by the ordering Contracting Officer and/or his/her designated representative. Following the completion of negotiations, the Contractor(s) shall submit a final proposal revision. (G)Based on the information provided by the qualified master contractors, the agency will evaluate the offers received in accordance with the established evaluation, criteria and methodology. The ordering agency will notify the other participating contractors of which awardee will be issued the task order. Agen are not required to develop formal negotiation or evaluation plans or scoring schemes for task orders. Debriefings of unsuccessful offerors are not required. (H)Once the agency has made its selection, the agency then submits a written order for the products and services. The order shall include, at a minimum: (i) the statement “THIS IS A TAILORED TASK ORDER FOR eTS,” Gi) the names of the activity or activities authorized to issue orders against the task order (e.g, for USDA it may be Forest Service, Food Service, ete.), (iii) date of order, (iv) GSA contract number (v) task order number, D-18GSA Contract’ GS-33F-0017-N (vi) CLINs, (vii) price, (viii) performance work statement, (ix)_ period of performance, (x) place of delivery or performance; and (xi) accounting and appropriation data. (1) The written order may be on an official government order form on agency letterhead, or electronic, but must be in writing, Agencies are required to submit a separate work statement with their task order for tailored-ordering. (J) A completed tailored task order will result in the performance of a specified unit of work in a definable service or applications area having one or more related deliverable products. No work will be performed except as authorized by a tailored task order, and no payment will be made except upon satisfactory performance accepted and approved by the ordering Contracting Officer or his/her designee. The completion dates may be extended in the event performance is delayed due to causes beyond the control and without the fault or negligence of the contractor as set forth in Clause 52.212-4, Contract Terms and Conditions—~ ‘Commercial Items, and as determined by the ordering Contracting Officer. However, the task order may not be extended beyond the maximum task order Jength unless authorized by the Contracting Officer of the Master Contract. (ec) Task Order Assistance task order (1) Development Assistance: GSA’s Travel PMO offers all agen development assistance, upon request, at no additional cost to the agency/organization (2) Placement Assistance: At the agency’s request and as described below, GSA’s eTravel PMO will facilitate any pooling effort desired for task orders. A list of interested pooling parties and/or agency task orders may be available on an electronic bulletin board for agencies to review and obtain ideas. THE GSA eTRAVEL PMO WILL NOT SUBMIT ORDERS TO ANY PARTICULAR CONTRACTOR TO ATISFY A GUARANTEED MINIMUM. (A) Order Facilitation: For agencies that want to pool their task orders to without GSA or Contractor assistance, the eTravel portal will make available an electronic bulletin board that lists agencies interested in pooling along with points of contact and telephone numbers. Agencies may arrange their own pooling D-19GSA Contract GS-33F-0017-N efforts in this manner. The GSA eTravel PMO may also make available agency awarded task orders for agencies to review and obtain ideas. It is important for agencies to submit their task requests electronically to facilitate this process, (B) Travel PMO Pool: For agencies that want to pool their task orders together with PMO’s assistance, the eTravel PMO will facilitate this process upon request. Agencies may submit their requirements to the eTravel PMO, and the PMO will compare agency requirements to find a similar match and provide the agency a point of contact and telephone number. The PMO will consolidate agency requirements and either provide the consolidated requirements to the ordering agency or place the order on the agency’s behalf as requested. Contractors must accept all eTravel PMO-pooled orders. (C)GSA Task Order: Upon request, agencies may pool their task orders with GSA’s task order. Contractors must accept GSA’s task order(s). (3) The eTravel PMO will share award information with agencies and/or provide a library in which the Contractor's demonstration videos and/or test results are made available for review DAs T MINATION OF TASK ORDERS Any ordering office may, in respect to any one or more task orders placed by it under the contract, exercise the same right of termination as described in FAR clause 52.212-4, subparagraph (1) Termination for the Government's convenience, and subparagraph (m) Termination for Cause D.19 DEFAULT ON ORDERS In addition to any other clause contained herein related to termination, the following is applicable to orders placed under the contract(s). Any ordering office may, with respect to any one or more orders placed by it under the contract, exercise the same right of termination, acceptance of inferior arti! and assessment of excess costs as might the Contracting Officer, except that when failure to, deliver articles or services is alleged by the Contractor to be excusable, the determination of whether the failure is excusable shall be made only by the GSA Contracting Office. 's or services, CLAUSES REGARDING MISCELLANEOUS SUBMITTAI 20 D-FBG-S00_ INDUSTRIAL FUNDING FEE (FF) (a) The Industrial Punding Fee (IFF) reimburses the General Services Administration (GSA) for the costs of operating the eTS, and recoups those operating costs from orderin; activities, The IFF amount method by which the IFF is collected and charged has been D.20GSA Contract GS-33F-0017-N determined by the Government. The IFF has been added by the Government to the contract price and is reflected in the total amount charged to the ordering activities. The IFF will be reviewed by the Government on a semi-annual basis and the Contractor will be notified of any resultant change in the IFF amount. Changes to the IFF will be made by the contractor at no additional cost to the Government. For the base period (CLINs 0003AA. and 0003B), option period 1 (CLINs 0021AA. and 0021AB), option period 2 (CLINs 0041AA and 0041AB), and option period 3 (CLINs 0061AA and 0061AB), the IPF amount is $3.50. (b) The Contractor must pay the IFF to the Federal Supply Service, GSA. The Contractor must remit the [FF in U.S. dollars by the 10" calendar day of each quarterly reporting period. Ifthe 10" calendar day of each fiscal quarter falls on a weekend or Federal Holiday, payment shall be remitted by the next business day. The IFF shall be collected on a per travel voucher basis (CLIN 0003, 0021, 0041, 0061). (c) The Contractor must remit any monies due as a result of the close-out report required by Clause D-FBG-600 at the time the close-out report is submitted to GSA. (d) The Contractor must pay the [FF amount due by check, or electronic funds transfer through the Automated Clearing House (ACH), to the "General Services Administration." Ifthe payment involves multiple Contract Line Item Numbers (CLINs), or multiple task or delivery orders the Contractor may consolidate the IFFs into one payment. To ensure that the payment is credited properly, the Contractor must identify the check or electronic transmission as an "Industrial Funding Fee" and include the following information: contract number(s); report amount(s); and report period(s). If the Contractor makes payment by check, provide this information on either the check, check stub, or other remittance material 1) If paying the IFF by check, the Contractor must forward the check with a return address to the following address: General Services Administration Accounts Receivable Branch (Address to be determined at time of award) Failure to include a return address on an envelope may result in a delay in processing the IFF payment. A processing delay could result in the payment being considere late, which would be in violation of the terms of this contract. 2) If paying by electronic funds transfer through the ACH, the Contractor must call GSA, Financial Information Control Branch, Receivables, Collections and Sales Section (6BCDR) at 1-800-676-3690 to make arrangements. (c) If the full amount of the IFF is not paid within 30 calendar days after the end of the applicable reporting period, it constitutes a contract debt to the United States Government under the terms of FAR 32.6, The Government may exercise all rights under the Debt batGSA Contract GS-33F-0017-N Collection Act of 1982, including withholding or setting off payments and interest on the debt (see FAR 52.232-17, Interest). (f) Ifthe Contractor fails to submit sales reports, falsifies sales reports, or fails to pay the IFF in a timely manner, the Government may terminate or cancel this contract. Willful failure or refusal to furnish the required reports, falsification of sales reports, or failure to pay the IFF timely constitutes sufficient cause for terminating the Contractor for cause under the termination provisions of this contract. D.21_ D-FBG-600 CONTRACTOR'S REPORT OF SALE! (a) The Contractor must report the quarterly dollar value (in U.S. dollars and rounded to the nearest whole dollar) of all sales and the number of units sold under this contract by calendar quarter (ie., January-March, April-June, July-September, and October- December). The dollar value of a sale is the price paid by the ordering agency for all services on the master contract task or delivery order, as recorded by the Contractor. The reported contract sales value must include the industrial funding fee (see Clause D-FBG- 500). (b) The Contractor must report the quarterly dollar value of sales and the number of units sold to the GSA Contracting Officer. The Contractor must report sales and units separately for each Contract Line Item Number (CLIN) by sub-CLIN. Ifno sales occur, the Contractor must show zero on the report for each separate CLIN or subCLIN Qh (c) The report is due on the 10" calendar day following the completion of the reporting period. If the 10" calendar day of each fiscal quarter falls on a weekend or Federal Holiday, payment shall be remitted by the next business day. The Contractor must also provide a close-out report within 120 days after the expiration of the contract. The contract expires upon physical completion of the last, outstanding task or delivery order of the contract. The close-out report must cover all sales not shown in the final quarterly report and reconcile all errors and credits. If the Contractor reported all contract sales and reconciled all errors and credits on the final quarterly report, then show zero sales in the close-out report. D.22, SUBMISSION OF TASK ORDERS BY THE CONTRACTOR (a) Electronic copies of task orders are required, (b) After receipt of an awarded task order, the Contractor shall provide one complete electronic copy of the task order and its technical and price proposals, and all subsequent modification thereto, to the GSA Contracting Officer or his representative within 10 calendar days afier execution. D2GSA Contract GS-33F-0017-N D.23 D-FBG-700 MODIFICATIONS (MASTER CONTRACTS) (@) General. The Contractor may request a master contract modification by submitting a request to the GSA Contracting Officer for approval. A separate request should be submitted for each type of proposed modification. At a minimum, every request shall describe the proposed change(s) and provide the rationale for the requested change(s). (b) Types of Modifications: (1) Additional items or services: (i) To add items or services, submit the request to the GSA Contracting Officer. (ii) Price information for the new item(s) or new services must be provided. Specifically, submit the following information: Name of item/service, evidence of commercial selling price, and price offered to the Government. (iii) A full description of the new items or services must be provided. (2) Any major change or enhancement related to the resident platform that is brought about by program volume growth, (3) Technology Refreshment. (4) Any change in key personnel (5) Any other change required or allowed by the contract, (c) Effective dates. The effective date of any modification is the date specified in the modification. (a) Electronic file updates. The Contractor shall update electronic file submissions to reflect all modifications. (e) Notification of Master Contract Modification to Agencies: The Contractor shall distribute a notification to participating agencies that reflects accepted changes within 15 calendar days after the effective date of the modification. Ata minimum, distribution shall be made to those ordering activities utilizing the service that changed, CLAUSES REGARDING CONTRACTOR PERFORMAN 50 PERFORMANCE REPORTING REQUIREMENTS (FEB 1995) (a) This clause applies to all contracts estimated to exceed $100,000. 23GSA Contract S-33F-0017-N (b) Unless notified otherwise in writing by the GSA Contracting Officer, the Contractor may assume contract performance is satisfactory. (©) If negative performance information is submitted by customer agencies, the GSA. Contracting Officer will notify the Contractor in writing and provide copies of any complaints received. The Contractor will have 30 calendar days from receipt of thi notification to submit a rebuttal and/or a report of corrective actions taken. D.25_ PERIOD OF PERFORMANCE/ORDERING PERIOD. (a) The ordering period for CLIN 0001 shall commence upon contract award and continue for a period of thirty-six (36) months unless the order limitation as stated in Section D.13 has been met. (b) The ordering period for CLIN 0005 shall commence upon contract award and continue for a period of thirty-six (36) months unless the order limitation as stated in Section D.13 has been met. (©) The ordering period for CLINs 0002 thru 0004 and 0006 - 0019 shall commence upon contract award and continue for @ period of thirty-six (36) months (A) The ordering period for Option 1, CLINs 0020 thru 0039, if exercised, shall commence upon the effective date and continue for a period of twenty-four (24) months, (c) The ordering period for Option 2, CLINs 0040 thru 0059, if exercised, shall commence upon the effective date and continue for a period of twenty-four (24) months. (f) The ordering period for Option 3, CLINs 0060 thru 0079, if exercised, shall commence upon the effective date and continue for a period of thirty-six (36) months. D.26 FAR 52.217-9 OPTION TO (MAR 2000) HE CONTRACT END THE TERM O1 (a) The Government may extend the term of this contract in 24-month increments for Options 1 and 2 and a 36-month increment for Option 3 by written notice to the Contractor within 30 calendar days prior to expiration of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 10 years. (d) The schedule of option exercises shall be as follows: besGSA Contract GS-33F-0017-N OPTION EXERCISE DATE FOPTIONT |] 36 Months rom date of contact award foPTiON2- 60 Months from date of contract award. | [OPTIONS ~———S~™~CS«S 84 Months from date of contract award | — — I D.27_ D-FBG-800 GUARANTEED MINIMUM (OCT 2000) (a) The minimum that the Government agrees to pay during the base period of this contract is $100,000 for each master contract awarded. If the Contractor receives sales less than the guaranteed minimum during the base period of the contract, the Government will pay the difference between the reported sales and the guaranteed minimum, ‘There is no guaranteed minimum for contract option periods. (b) Payment of any amount due under this clause shall be contingent upon Government accepted IV & V, authority to operate granted by the GSA DAA, and the Contractor's timely submission of the IFF during the period of the contract. (c) The guaranteed minimum applies only if the contract expires or contract cancellation is initiated by the Government prior to the Contractor achieving $100,000 in sales. The guaranteed minimum does not apply if the contract is terminated for default. D.28 PERFORMANCE INCENTIVE PAYMENTS (SECTION WITHHELD) 5 REGARDING CONTRACTOR INVO} ING AND PAYMENT. 'SS-914-B CONTRACTOR'S REMITTANCE (PAYMENT) ADDRESS, (SEP 1996) (REVISED) (a) Payment by electronic funds transfer (EFT) is the Government's preferred method of payment. However, under certain conditions, the Government may elect to make payment by check. Below is the payment (remittance) address to which Government checks should be mailed for payment of proper invoices submitted under a resultant contract.GSA Contract GS-33F-0017-N PAYMENT ADDRESS: CW Government Travel, Inc Attn: Government Accounting P.O, Box 59159 Minneapolis, MN 55459 (b) The Contractor is cautioned that if the payment address shown on an invoice differs from that shown above, the address above will govern. Payment to any other address, except as provided for through EFT payment methods, will require an administrative change to the contract, PLEASE NOTE: All orders placed against this contract are to be paid by the individual agency placing the order. Each order will cite the appropriate agency payment address, and proper invoices should be sent to that address. Proper invoices should be sent to GSA only for orders placed by GSA. Any other agency's invoices sent to GSA will only delay your payment. D.26GSA Contract GS-33F-0017-N D.30 GSAM $52.232-74 INVOICE PAYMENTS (SEP 1999) (a) The due date for making invoice payments by the designated payment office is (1) For orders placed electronically by the General Services Administration (GSA) Federal Supply Service (FSS), and to be paid by GSA through electronic funds transfer (EFT), the later of the following two events (i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor's invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements. (ii) The 10th day after Government acceptance of supplies delivered or services performed by the Contractor. (2) Forall other orders, the later of the following two events: (i) The 30th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the pt at the time of receipt, the invoice payment due date shall be the afier the date of the Contractor's invoice: provided the Contractor ibmitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements (ii) The 30th day after Government acceptance of supplies delivered or services performed by the Contractor (3) Ona final invoice, if the payment amount is subject to contract settlement actions, acceptance occurs on the effective date of the contract settlement, (b) The General Services Administration will issue payment on the due date in (a)(1) above if the Contractor complies with full cycle electronic commerce. Full cycle electronic commerce includes all the following elements (J) The Contractor must receive and fulfill electronic data interchange (EDI) purchase orders (transaction set 850). (2) The Contractor must generate and submit to the Government valid EDI invoices (transaction set 810) or submit invoices through the GSA Finance Center Internet- based invoice process. Internet-based invoices must be submitted using procedures provided by GSA. (3) The Contractor's financial institution must receive and process, on behalf of the Contractor, EFT payments through the Automated Clearing House (ACH) system, b.27GSA Contract GS-33F-0017-N (4) The EDI transaction sets in (b)(1) through (b)(3) above must adhere to implementation conventions provided by GSA. (©) Ifany of the conditions in (b) above do not occur, the 10 day payment due dates in (a)(1) become 30 day payment due dates (d) Notwithstanding paragraph (g) of the clause at FAR 5: Contract Terms and Conditions~Commercial Items, if the Contractor submits hard-copy invoices, submit only an original invoice. No copies of the invoice are required, (©) All other provisions of the Prompt Payment Act (31 U.S.C. 3901 et seq.) and Office of Management and Budget (OMB) Circular A-125, Prompt Payment, apply. D.31_ GSAM 552.232-77 PAYMENT BY GOVERNMENT COMMERCIAL PURCHASE CARD (MAR 2000) (a) Definitions. Governmentwide commercial purchase card” means a uniquely numbered credit card issued by a contractor under GSA's Governmentwide Contract for Fleet, Travel, and Purchase Card Services to named individual Government employees or entities to pay for official Government purchases. “Oral order” means an order placed orally either in person or by telephone. (b) At the option of the Government and if agreeable to the Contractor, payments of $2500.00 or less for oral or written orders may be made using the Governmentwide commercial purchase card, (©) The Contractor shall not process a transaction for payment through the credit card clearinghouse until the purchased supplies have been shipped or services performed Unless the cardholder requests correction or replacement of a defective or faulty item under other contract requirements, the Contractor must immediately credit a cardholder's account for items retumed as defective or faulty. (@) Payments made using the Governmentwide commercial purchase card are not eligible for any negotiated prompt payment discount. Payment made using a Government debit card will receive the applicable prompt payment discount. CLAUSES REGARDING SUBCONTRACTING D.32_ FAR 52.219-16 LIQUIDATED DAMAGES-SUBCONTRACTING PLAN (JAN 1999) (a) “Failure to make a good faith effort to comply with the subcontracting plan”, as used in this clause, means a willful or intentional failure to perform in accordance with the b.28GSA Contract GS-33F-0017-N requirements of the subcontracting plan approved under the clause in this contract entitled “Small Business Subcontracting Plan,” or willful or intentional action to frustrate the plan. (b) Performance shall be measured by applying the percentage goals to the total actual subcontracting dollars or, if a commercial plan is involved, to the pro rata share of actual subcontracting dollars attributable to Government contracts covered by the commercial plan, If, at contract completion or, in the case of a commercial plan, at the close of the fiscal year for which the plan is applicable, the Contractor has failed to meet its subcontracting goals and the Contracting Officer decides in accordance with paragraph (©) of this clause that the Contractor failed to make a good faith effort to comply with its subcontracting plan, established in accordance with the clause in this contract entitled “Small Business Subcontracting Plan,” the Contractor shall pay the Government liquidated damages in an amount stated. ‘The amount of probable damages attributable to the Contractor's failure to comply shall be an amount equal to the actual dollar amount by which the Contractor failed to achieve each subcontract goal Before the Contracting Officer makes a final decision that the Contractor has failed to make such good faith effort, the Contracting Officer shall give the Contractor written notice specifying the failure and permitting the Contractor to demonstrate what good faith efforts have been made and to discuss the matter. Pailure to respond to the notice may be taken as an admission that no valid explanation exists, If, afler consideration of all the pertinent data, the Contracting Officer finds that the Contractor failed to make a good faith effort to comply with the subcontracting plan, the Contracting Officer shall issue a final decision to that effect and require that the Contractor pay the Government liquidated damages as provided in paragraph (b) of this clause. ©) (d) With respect to commercial plans, the Contracting Officer who approved the plan will perform the functions of the Contracting Officer under this clause on behalf of all agencies with contracts covered by the commercial plan (€) The Contractor shall have the right of appeal, under the clause in this contract entitled Disputes, from any final decision of the Contracting Officer (f) Liquidated damages shall be in addition to any other remedies that the Government may have. MISCELLANEOUS CLAUSES D.33 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available, For contract clauses which are contained in the Federal Acquisition Regulation (FAR) the address is: waww.amet. gov/f NOTICE: The following contract clauses are hereby incorporated by reference: 29GSA Contract GS-33F-0017-N NUMBER TITLE and DATE Gratuities (APR 1984) Printed or Copied Double-Sided on Recycled Paper (AUG 2000) Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment (AUG 1995) 52.215-21 Requirements For Cost Or Pricing Data Or Information Other Than Cost Or Pricing Data—Modifications (OCT 1997) (Alternate IV—-OCT 1997) 52.217-2. Cancellation Under Multi-year Contracts (OCT 1997) 33 1 Notice To the Government Of Labor Disputes (FEB 1997) 52.223-6 Drug Free Workplace (MAR 2001) 52.224-1 Privacy Act Notification (APR 1984) 52.224-2 Privacy Act (APR 1984) 52.227-14 Rights in Data — General (JUN 1987) 2-8 Discount for Prompt Payment (FEB 2002) 52.232-17 Interest (JUN 1996) 52.232-37 Multiple Payment Arrangements (MAY 1999) 52.237-3 Continuity of Services (JAN 1991) Bankruptey (Jul 1995) Government Property (Long Form) (DEC 1989) 52.246-4 Inspection of Services—Fixed Price (AUG 1996) 52.247-34 F.O.B. Destination (NOV1991) 6 AUTHORIZED DEVIATIONS OR VARIATIONS IN CLAUSES (SEP 1999) (DEVIATION FAR 52.252-6)GSA Contract GS-33F-0017-N (1) This solicitation or contract indicates any authorized deviation to a Federal Acquisition Manual (48 CFR Chapter 1) clause by the addition of "(DEVIATION)" after the date of the clause, if the clause is not published in the General Services Administration Acquisition Manual (48 CFR Chapter 5), (2) This contract indicates any authorized deviation to a Federal Acquisition Regulation (FAR) clause that is published in the General Services Administration Acquisition Manual by the addition of "(DEVIATION (FAR clause no.)" after the date of the clause. (b) Deviations to GSAM clauses. This contract indicates any authorized deviation to a General Services Administration Acquisition Manual clause by the addition of "(DEVIATION)" after the date of the clause. (c) "Substantially the same as" clauses. Changes in wording of clauses prescribed for use on a “substantially the same as" basis are not considered deviations. D.35_ GSAM552.212-71 CONTRACT TERMS AND CONDITIONS APPLICABLE, TO GSA ACQUISITION OF COMMERCIAL ITEMS (JUL, 2000) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The provision or clause in effect based on the applicable regulation cited on the date the contract is issued applies unless otherwise stated herein. ‘The following provisions and clauses are incorporated by reference: (a) Provisions. 552.237-70 Qualifications of Offerors (b) Clauses. Restriction on Advertising Marking Examination of Records by GSA Examination of Records by GSA (Multiple Award Schedule) Price Adjustment--Failure to Provide Accurate Information __552.219-70 Allocation of Orders ~ Partially Set-Aside Items X_552.228-70 Workers’ Compensation Laws x 552.229-10 Federal, State, and Local Taxes b3tSA Contract GS-33F-0017-N 552.232-8 Discounts for Prompt Payment X_552.232-23 Assignment of Claims 552.232-71 Adjusting Payments _552.232-72 Final Payment 73 Availability of Funds _X_552.232-78 Payment Information 552.237-71 Qualifications of Employees ___552.238-71 Submission and Distribution of Authorized FSS Schedule Price List ____552.238-74 Contractor's Report of Sales 552.238-75 Price Reductions 352.242-70 Status Report of Orders and Shipments _552.243-72 Modifications (Multiple Award Schedule) 52.246-73 Warranty - Multiple Award Schedule ___552.246-76 Warranty of Pesticides D.36 GSAM552.229-71_ FEDERAL EXCISE TAX ~ DC GOVERNMENT (SEP 1999) If the District of Columbia cites an Internal Revenue Tax Exempt Certificate Number on ‘orders placed under this contract, the Contractor shall bill shipments to the District of Columbia at prices exclusive of Federal excise tax and show the amount of such tax on the invoice. D.37_ L-FSS-965 INTERPRETATION OF CONTRACT REQUIREMENTS (APR 1984) No interpretation of any provision of this contract, including applicable specifications, shall be binding on the Government unless furnished or agreed to in writing by the Contracting Officer or his designated representative.GSA Contract GS-33F-0017-N D.38 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUT COMMERCIAL ITEMS (MAY 2002) ORDERS— (a) The Contractor shall comply with the following FAR clauses, which are incorporated in this contract by reference, to implement provisions of law or executive orders applicable to acquisitions of commercial items: (b) (1) 52.222-3, Convict Labor (E.0. 11755). (2) 52.233-3, Protest After Award (31 U.S.C. 3553). ‘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 or components: BOB @oo oOo Oo 52.203-6, Restrictions on Subcontractor Sales to the Government, with Alternate I (41 US. 1g and 10 U.S.C. 2402). 52.219-3, Notice of Total HUBZone Small Business Set-Aside GAN 1999), 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 1999) (if the offeror elects to waive the preference, it shall so indicate in its offer), (i) 52.219-5, Very Small Business Set-Aside (Pub. L. 103-403, section 304, Small Business Reauthorization and Amendments Act of 1994), (Gi) Alternate I to 52.219-5. (ii) Alternate II to 52.219-5. 52.219-8, Utilization of Small Business Concerns (15 U.S.C. 637 (d)(2) and (3). mall Business Subcontracting Plan (15 U.S.C. 637 (d\(4)) 52.219-14, Limitations on Subcontracting (15 U.S.C. 637(a)(14). (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer.) Gi) Alternate | of 52.219-23. D3o XRBB ® B oOo oO o.oo oa GSA Contract GS-33F-0017-N NOTE: The fill in for this clause FAR 52.219-23 is completed as shown below: (b) Evaluation adjustment. (1) The Contracting Officer will evaluate offers by adding a factor of 10% to the price of all offers, except-... (see FAR 52.219-23 for applicable exceptions). 52.219-25, Small Disadvantaged Business Participation Program: Disadvantaged Status and Reporting (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323), 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Pub. L. 103-355, section 7102, and 10 U.S.C 2323), L, Prohibition of Segregated Facilities (FEB 1999) 6, Equal Opportunity (E.0. 11246) Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212). Affirmative Action for Workers with Disabilities (29 U.S.C 52.222-37, Employment Reports on Disabled Veterans and Veterans of the Vietnam Bra (38 U.S.C. 4212), 52.222-19, Child Labor—Cooperation with Authorities and Remedies (E.0. 13126). (ji) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (42 U.S.C. 6962(¢)(3)(AM(i)) (ii) Alternate I of $2.223-9 (42 U.S.C. 6962i)(2\(C)). 52.225-1, Buy American Act—Balance of Payments Program— Supplies (41 U.S.C, 102-104). (i) 52.225-3, Buy American Act—North American Free Trade Agreement—Israeli Trade Act—Balance of Payments Program (41 US.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note) (ii) Alternate I of $2.225-3. (iii) Alternate II of 52.225-3. DadOBB O @®@wB ok Oo Oo GSA Contract GS-33F-0017-N 92.225. note). , Trade Agreements (19 U.S.C. 2501, et seq, 19 U.S.C. 3301 52.225-13, Restriction on Certain Foreign Purchases (E.O. 12722, 12724, 13059, 13067, 13121, and 13129). 52.225-15, Sanctioned European Union Country End Products (E.0. 12849). 6, Sanctioned European Union Country Services (E.O. 12849). 33, Payment by Electronic Funds Transfer—Central Contractor Registration (31 U.S.C. 3332). 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (31 U.S.C. 3332) 6, Payment by Third Party (31 U.S.C. 3332). 52.2391, Privacy or Security Safeguards (5 U.S.C. $52a). nce for Privately Owned U.S.-Flag Commercial 1241). (ii) Alternate I of 52.247-64. (©) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, which the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or exceutive orders applicable to acquisitions of commercial items or components: aw oe He ow 52.222-41 Service Contract Act of 1965, As amended (41 U.S.C. 351, Note: Wage determinations for CW Government Travel places of performance are at Attachment 5. -42, Statement of Equivalent Rates for Federal Hires (29 U.S.C. 206 and 41 U.S.C. 351, et seq.) 2-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (29 U.S.C, 206 and 41 US.C. 351, et seq). 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (29 U.S.C. 206 and 41 U.S.C. 351, et seq.) D235GSA Contract GS-33F-0017-N C1 (5) $2.222-47, SCA Minimum Wages and Fringe Benefits Applicable to ‘Successor Contract Pursuant to Predecessor Contractor Collective Bargaining Agreement (CBA) (41 U.S.C. 351, et seq.) (A) Comprroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract. 2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does, not maintain in the ordinary course of business or pursuant to a provision of law (e) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) or (d) of this clause, the Contractor is not required to include any FAR clause, other than those listed below (and as may be required by an addenda to this paragraph to establish the reasonableness of prices under Part 15), in a subcontract for commercial items or commercial componen (1) FAR 52.222-26, Equal Opportunity (E.0. 11246); (2) FAR 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212); (3) FAR 52.222-36, Affirmative Action for Workers with Disabilities (29 U.S.C. 793); (4) PAR 52.247-64, Preference for Privately Owned U.S.-Flagged Commercial Vessels (46 U.S.C. 1241) (flow down not required for subcontracts awarded beginning May 1 1996); and (5) PAR 52.222-41, Service Contract Act of 1965, as amended (41 U.S.C. 351, et seq.)GSA Contract GS-33F-0017-N D.39_D-FBG-801 PRICE REDUCTIONS CLAUSE In accordance with the ordering procedures established in Section D.17 the Contractor may not offer a price reduction at the task order level for the following CLINs: 0002-0003, 0020- 0021, 0040-0041, 0060-0061. The Contractor may offer a price reduction at the master contract for these CLINs. Any modification to the master contract with respect to a price reduction shall automatically be effective on all current and subsequent task orders with the effective date of the modification to the master contract. Agencies need not modify their task order to take advantage of any price reduction incorporated to the master contract through modification. The Contractor may offer a price reduction to an ordering agency for any and all CLI except: 0002-0003, 0020-0021, 0040-0041, 0060-0061. The terms and conditions of any agency specific price reduction shall be negotiated between the contractor and the agency Contracting Officer. D.40_D-FBG-802_ CONTRACT LINE ITEM NUMBERS (CLINs) HELD IN ABEYANCE OF AWARD The Government hereby holds in abeyance the award of CLINs 0005, 0030, 0050 and 0070. These line items are held in abeyance so that the Government may complete a more thorough evaluation of the Business Data Warehouse offered by all contractors awarded a contract under solicitation FBGT-CD-030001-N. If the Government determines that it is not in its best interest to award and establish multiple business data warehouses under CLIN 0005 of this solicitatior/contract, the Government hereby reserves the right to award CLIN 0005 to a single vendor or not make an award of CLIN 0005 to any vendor. In the event that the business data warehouse is otherwise established by the Government or is awarded to a single vendor, but multiple awards are made for the eTS, all eTS providers will be required to integrate to and populate the single business data warehouse. Data elements to be populated include all those described in Attachment 8. In accordance with FAR 15.404(b) and 52.212-1, the Government shall make a determination for awarding the Business Data Warehouse and associated operation and maintenance line items within 180 days of Round 2 offer receipt (June 13, 2003) unless extended by written notification from the Contractor. D1 D-FBG-803 DEFINITIZATION OF PERFORMANCE INCENTIVES, In accordance with Section D.28 paragraph (b)(2) the Government reserves the right to renegotiate the performance incentives and associated payment provisions at any time during the performance of this contract at no additional cost to the Government. The performance incentives and payment provisions included in Section D.28 shall remain in full force and effect unless the Government provides written notification to the contractor that they wish to renegotiate the performance incentives and/or payment provisions.GSA Contract GS-33F-0017-N The contractor and Government shall make a good faith effort to definitize any performance incentives and/or payment provisions identified for renegotiation within 90, days of contractor notification. If the parties are unable to mutually agree upon the performance incentives and/or payment provisions within 90 days of notification the original performance incentives and/or payment provisions shall remain in full force and effect or the parties may mutually agree to extend the definitization schedule D.42_ D-FBG-804 TS CONFIGURATION MANAGEMENT The eTravel PMO intends to establish an interagency Configuration Management Board to manage Government requirements for the eTS and monitor Contractor configuration management activities. Within 60 calendar days after contract award, the Government and Contractor shall agree upon formal procedures for the documentation, identification, prioritization, and remediation of functional or technical problems/flaws discovered in the eTS. Once agreed upon by the Government and Contractor, these procedures shall address and. govern the reporting and management of problems/flaws discovered in the eTS during the Initial Operational Capability (IOC) task order, subsequent task orders prior to Full Operational Capability (FOC) (if any), and afier FOC is granted by the Contracting Officer. If the Contractor delivers its Configuration Management Plan prior to the establishment of agreed upon procedures, the Contractor shall incorporate said procedures into its Configuration Management Plan at no additional cost to the Government, D3 D-FBG-805 COORDINATION OF eTS COMMUNICATIONS The eTravel PMO shall be afforded the opportunity to review all Contractor ‘communications and/or correspondence with the media regarding the eTS at least 48 hours prior to public release. Additionally, any eTS information officially representing the eTS program or the Government's eTravel initiative prepared by the Contractor for distribution to government users or specific government user populations shall be coordinated with the Travel PMO prior to dissemination or posting, This requirement shall not be interpreted to apply to competitive marketing information of the eTS vendors, provided such information does not profess to represent official eTS program or Government eTravel initiative positions. The intent of this clause is to ensure that official eTS communications from all sources are coordinated with the eTravel PMO communications plans, and that a unified message and program image are presented to agencies, government users, and the public, particularly in a multi-vendor environment