Language Instruction Services and Other Languages bpa

Solicitation Number: HQ0236-13-T-0004 Subject: Blanket Purchase Agreement for African Language Instruction Services and Other Languages as Required by the George C. Marshall European Center for Security Studies Notice Type: Combined Synopsis/Solicitation Date/Year: August/2013 Classification Code: U008 Education and Training Services (Language Instruction Services) NAICS Code: 611630 Language Schools Contracting Office Address: George C. Marshall Center Gernackerstrasse 2, Bldg. 112 82467, Garmisch-Partenkirchen, Germany Place of Performance: Garmisch-Partenkirchen, Germany Primary Point of Contact: Jacqueline Garrido, e-mail: jacqueline.garrido@marshallcenter.org Secondary Point of Contact: Sonnya Acuff, e-mail: acuffs@marshallcenter.org Set-Aside Status: None Synopsis: This is a combined synopsis/solicitation for Commercial Items prepared in accordance with the format prescribed in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation. Quotes are requested and a written solicitation will not be issued. The solicitation number is HQ0236-13-T-0004 and is being issued as a Request for Quote (RFQ). The Defense Security Cooperation Agency (DSCA), George C. Marshall European Center for Security Studies (GCMC) in Garmisch-Partenkirchen, Germany, intends to award up to three (3) commercial, firm fixed price Blanket Purchase Agreements (BPAs) resulting from this combined synopsis/solicitation. All responsible sources may submit a quote which shall be considered by the agency. The estimated award date of this requirement is on or around 01 January 2014. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2005-69, Effective 1 August 2013. The small business size standard is $10.0M. DSCA GCMC intends to purchase professional non-personal language instruction services in support of the Partner Language Training Center Europe (PLTCE); which is part of the GCMC. PLTCE is also located in Garmisch. The GCMC is a joint US Department of Defense - German Ministry of Defense educational institution. SCHEDULE OF SUPPLIES AND SERVICES FOR SAMPLE PROJECT. CLIN 0001 - Swahili Language Instruction Services Period of Performance: 1 January 2014 through 31 December 2014 Price (indicate currency type): __________ per week CLIN 0002 - Amharic, Oromo, and Somali Language Instruction Services Period of Performance: 1 January 2014 through 31 December 2014 Price (indicate currency type): __________ per week SPECIFIC REQUIREMENTS. See the Performance Work Statement at Attachment 1. INSPECTION/ACCEPTANCE. All inspection/acceptance activities will be performed by the Government at the Government site. SUBMISSION REQUIREMENTS. INSTRUCTIONS TO QUOTERS 2.0 EVALUATIONS FACTORS The Government intends to establish up to three BPAs with responsible quoters offering the best value for Swahili and Amharic, Oromo, and Somali language instruction services, price and other factors considered. Up to 3 master BPAs will be awarded based upon an integrated assessment of Language Skills, Education, Experience, Past Performance, and Price to determine the quoter(s) whose quote(s) contains a combination offering the best value to the Government. The integrated assessment may result in an award to other than the quoter(s) with the lowest evaluated price to the Government, if the non-cost benefits offered by another quoter warrants paying a higher price. Trade-offs will be made between the price and non-cost factors in order to determine the quoter(s) whose quote is the best value to the Government. All non-cost factors, when combined, are significantly more important than Price. In the event that a higher priced quote shall merit the additional cost, the rationale for trade-offs will be documented in the file in accordance with FAR 13.501(b)(3). The Government intends to evaluate submissions and award the BPAs without discussions with quoters (except clarifications as described in FAR 15.306(a)). The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. If the Contracting Officer determines that the number of submissions that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of submissions in the competitive range to the greatest number that will permit an efficient competition among the most highly rated submissions. The Government may reject any or all quotes if such action is in the public interest; accept other than the lowest quote; and waive informalities and minor irregularities in quotes received. The Government's evaluation will be based on quoters' abilities to provide one instructor capable of Swahili language instruction services and one instructor capable of providing Amharic, Oromo, and Somali language instruction services. Quoters shall propose two language instructors to be considered for a Blanket Purchase Agreement. One instructor must be proficient in Swahili and the second instructor must be proficient in at least one or more of the languages identified (Amharic, Oromo or Somali) to be considered for this requirement. Both instructors must have a working knowledge of English. The evaluation factors are as follows: Factor 1 Language Skills (Acceptable/Unacceptable) Sub-factor 1 Proficiency in the Target Language (TL) (Swahili) Sub-factor 2 Proficiency in the Target Language (Amharic, Oromo, and Somali) Sub-factor 3 Working Knowledge of English Factor 2 Education Factor 3 Teaching Experience Factor 4 Past Performance Factor 5 Price 2.1. Factor 1. Language Skills. (Acceptable/Unacceptable) 2.1.1. Sub-Factor 1. Target Language Proficiency (Swahili) Submission Requirements: The quoter shall demonstrate the proposed instructor's TL proficiency with the ability to listen, speak, read, and write at a level consistent with that of an educated native speaker. Documentation of TL proficiency shall consist of evidence that the proposed instructor is a native speaker, or, the proposed instructor obtained TL proficiency through formal education (courses completed at an institution of higher learning taught in the TL), or TL proficiency certification, or has used the TL in a work environment where the TL was the primary means of communication. 2.1.2. Sub-Factor 2. Target Language Proficiency (Amharic, Oromo, and Somali) Submission Requirements: The quoter shall demonstrate the proposed instructor's TL proficiency with the ability to listen, speak, read, and write at a level consistent with that of an educated native speaker. Documentation of TL proficiency shall consist of evidence that the proposed instructor is a native speaker, or, the proposed instructor obtained TL proficiency through formal education (courses completed at an institution of higher learning taught in the TL), or TL proficiency certification, or has used the TL in a work environment where the TL was the primary means of communication. 2.1.3. Sub-Factor 3. Working Knowledge of English. Submission Requirements: The quoter shall demonstrate each of the proposed instructor's working knowledge of English. English language skills must be sufficient to fulfill the teaching requirements of the Blanket Purchase Agreement. The quoter shall provide evidence of each of the proposed instructor's proficiency of English, either as a native speaker, through formal education (courses completed at an institution of higher learning taught in English and requiring participation in English, e.g. term papers), or English language proficiency certification, or has used English in a work environment where English was the primary means of communication. 2.2. Factor 2. Formal Education. Submission Requirements: The quoter shall demonstrate each of the proposed instructor's educational qualifications by providing documents such as transcripts and diplomas of all courses taken by the proposed instructors at institutions of higher learning. 2.3. Factor 3. Teaching Experience. Submission Requirements: The quoter shall provide a narrative of each of the proposed instructor's experience teaching the target language(s) including subjects taught, number of years taught, target audience (e.g., high school, secondary school students, university students, business people, etc.), and number of contact hours during the past six years. A "contact hour" is an instructional period lasting at least 50 minutes. 2.4. Factor 4. Past Performance. Submission Requirements: The quoter shall provide past performance information for each of the proposed instructors (e.g. letters of recommendation, copies of student/supervisor feedback, performance evaluations) indicating the quality of teaching the target language(s) during the past three years. Past performance information shall cover a minimum of 1 year in teaching the target language(s). The quoter shall provide at least one reference for any project identified under the experience factor that has a performance period within the past three years. The quoter shall complete the name of the proposed instructor and immediately forward the Past Performance Questionnaire (Attachment 2 to the RFQ) for completion by references for projects cited under the experience factor. Quoters shall request their references to return the past performance questionnaire to the George C. Marshall Center Contracting Division as soon as possible so that the Government receives as many references as possible on or before the due date for the receipt of quotes. For each reference, the quoter shall use the past performance questionnaire included in the RFQ and provide: 1. Organization/company/contracting partner's name; 2. Point of contact's name and contact information, including current phone numbers and valid email addresses; and 3. Description of project that precisely explains the general scope of the contract, the specific requirements performed by the proposed language instructor, and the period of performance. 2.5. Factor 5. Price. Submission Requirements: The quoter shall provide firm fixed unit and total price for all line item descriptions identified in the Schedule of Prices. 2.6. Representations and Certifications: The quoter shall complete FAR 52.209-5 Certification Regarding Responsibility Matters (APR 2010), FAR 52.209-7 Information Regarding Responsibility Matters (JUL 2013), FAR 52.212-3 Offeror Representations And Certifications--Commercial Items (AUG 2013) Alternate I (APR 2011), DFARS 252.209-7999 Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction Under any Federal Law-DoD Appropriations (JAN 2012), and DFARS 252.229-7001 Tax Relief (JUN 1997). 2.7. Price quotes and documentation shall be submitted via email to Mr. Brian Kehoe at brian.k.kehoe@marshallcenter.org and Ms. Jacqueline Garrido at jacqueline.garrido@marshallcenter.org. 2.8. Quoters are required to ensure current registration on the System for Award Management (SAM) website, www.sam.gov and are encouraged to complete/update Annual Representations and Certifications on the ORCA portion of the SAM website. 2.9. Quoters shall please provide a Dun and Bradstreet Number (DUNS) and a Commercial and Government Entity (CAGE) code or NATO Cage Code (NCAGE) Number on your quote. If you do not have DUNS and NCAGE, first register for DUNS at https://iupdate.dnb.com/iUpdate/viewiUpdateHome.htm. Next, register for NCAGE or CAGE at http://www.dlis.dla.mil/Forms/Form_AC135.asp (the instructions for US based organizations will take you to https://www.sam.gov/portal/public/SAM). For Block 5. PRIORITY/PRIORIT, please mark "Emergency". Be advised that the DUNS and NCAGE or CAGE is a requirement for award. 3.0 EVALUATION METHODOLOGY 3.1. The Government intends to extend up to three offers resulting from this solicitation to the responsible quoter whose quote conforming to the solicitation will be most advantageous to the Government, price and other factors considered. 3.2. Factor Order of Importance. Language Skills, Sub-factors 1, 2 and 3 must be rated not less than Acceptable to be considered further. Education, Experience, and Past Performance are of equal importance. Education, Experience, and Past Performance, when combined, are significantly more important than Price. 3.2.1. Factor 1. Language Skills. (Acceptable/Unacceptable) In order to be eligible for award, the quoter must satisfactorily demonstrate that he/she meets the requirements spelled out by sub-factors 1, 2, and 3. 3.2.1.1. Sub-Factor 1. Target Language (TL) Proficiency - SWAHILI (Acceptable/Unacceptable) Evaluation Methodology: If the Government receives evidence that the proposed instructor is a native speaker of the TL, or, the proposed instructor obtained TL proficiency through formal education (courses completed at an institution of higher learning taught in the TL), or TL proficiency certification, or has used the TL in a work environment where the TL was the primary means of communication, the proposed instructor shall receive an Acceptable rating under this sub-factor. Only those quotes that meet these requirements will be evaluated further. 3.2.1.2. Sub-Factor 2. Target Language (TL) Proficiency - AMHARIC, OROMO, and SOMALI (Acceptable/Unacceptable) Evaluation Methodology: If the Government receives evidence that the proposed instructor is a native speaker of the TL, or, the proposed instructor obtained TL proficiency through formal education (courses completed at an institution of higher learning taught in the TL), or TL proficiency certification, or has used the TL in a work environment where the TL was the primary means of communication, the proposed instructor shall receive an Acceptable rating under this sub-factor. Only those quotes that meet these requirements will be evaluated further. 3.2.1.3. Sub-Factor 3. Working Knowledge of English (Acceptable/Unacceptable) Evaluation Methodology: If the Government receives evidence that each of the proposed instructor's English language skills are sufficient to fulfill the teaching requirements of the Blanket Purchase Agreement, the proposed instructors shall receive an Acceptable rating under this sub-factor. Evidence shall consist of proof that each of the proposed instructors is either as native speaker, or he/she has obtained English language proficiency through formal education (courses completed at an institution of higher learning taught in English and requiring participation in English, e.g. term papers), or English language proficiency certification, or has used English in a work environment where English was the primary means of communication. Only those quotes that meet these requirements will be evaluated further. 3.2.2. Factor 2. Education. Evaluation Methodology: The Government will evaluate the level and relevancy of each of the proposed instructor's educational qualifications. Examples of desired teaching credentials include an M.A. or higher in teaching the Target Language (TL) to foreigners, (Foreign Language Education), an M.A. or higher in teaching English as a Foreign Language (EFL/ESL), an M.A. in Linguistics/Philology of the TL Country, or an M.A. in History/Literature/Anthropology/Education (related to the TL country)/Educational Psychology/International Relations. For purposes of evaluation, "TL Country" is a country where the TL is the primary means of communication among the educated and commercial elite and/or the majority of the population. 3.2.3. Factor 3. Teaching Experience. Evaluation Methodology: The Government will evaluate the depth, recency, and relevancy of each of the proposed instructor's experience as compared to the services required by this solicitation. Relevant experience includes contracts operating in similar working environments and contracts involving services that are considered to be similar in scope, magnitude, and complexity when compared to the requirements described in the Blanket Purchase Agreement for Swahili and Amharic, Oromo, and Somali (e.g., teaching the Target Languages at a U.S. Government institution in a formal setting to multinational adult learners for extended periods of time/contact hours). 3.2.4. Factor 4. Past Performance. Evaluation Methodology: The Government will evaluate the recency, relevancy, source of the information, context of the data, and general trends in the proposed instructors' past performance. Recent/current performance is performance under contracts that are: (a) contracts which have been completed within the last 3 years from the date of issuance of the solicitation, or (b) contracts that are currently being performed (with performance record of at least one year from the date of issuance of this solicitation). Past performance information that is found to be neither current nor recent will not be evaluated. Relevant past performance under this requirement is defined as performance under contracts operating in similar working environments and contracts involving services that are considered to be similar in scope, magnitude and complexity when compared to the requirements described in this solicitation. This evaluation is separate and distinct from the Contracting Officer's responsibility determination. The assessment of the proposed instructor's past performance will be used to evaluate how well he/she has performed similar services in the past. Proposed instructors lacking relevant past performance history will not be evaluated favorably or unfavorably for past performance. 3.2.5. Factor 5. Price. Evaluation Methodology: All prices, including options, will be evaluated for reasonableness and in accordance with FAR 52.225-17, Evaluation of Foreign Currency Offers (FEB 2000) and FAR 52.217-5, as applicable. 4. CONTRACTING OFFICER'S REPRESENTATIVE (COR). The COR will be the Chairman, Strategic Languages Department, Partner Language Training Center Europe, unless otherwise designated with the issuance of each Call against the BPA. 5. EXTENT OF OBLIGATION. The Government is obligated only to the extent of authorized purchases actually made under the BPA. The amount of services that will be ordered during the period covered by this BPA will depend upon the needs of the Government. The Contractor is responsible for ensuring that a Call number is obtained prior to providing any services for which there will be a charge. The estimated start date of the BPA is 1 January 2014 or the date that it is signed by the Contracting Officer of the issuing office, whichever is later, and will remain in effect for five years or until cancelled by either the Government or Vendor. 6. PRICING. The prices to the Government shall be as low as or lower than those charged to the contractor's most favored customer for comparable quantities under similar terms and conditions. All prices shall be less any established rebate and less all taxes and duties (VAT). All prices must be determined to be fair and reasonable by the Contracting Officer and shall exclude the German Mehrwertsteuer (or other applicable taxes) or the BPA will be cancelled. 7. PURCHASE LIMITATION. No individual Call (order) under this BPA shall exceed the simplified acquisition threshold as defined by FAR 13.303-5 or the Master BPA Dollar Limit as permitted under FAR 13.5 for commercial services or the equivalent in foreign currency when placed by the Contracting Officer. The equivalent in foreign currency will be determined using the daily exchange rate in effect at the time the Call is issued. For the purpose of defining the Call limitation, the cumulative total of all services performed under one Call number shall not exceed the simplified acquisition threshold as defined by FAR 13.303-5 or FAR 13.5 for commercial services or the equivalent in foreign currency as determined above. Oral Calls may be placed but shall be issued in writing within 2 days of issuance the oral Call. 8. NOTICE OF INDIVIDUALS AUTHORIZED TO PURCHASE UNDER THIS BPA. The Contracting Officer will provide a list of individuals authorized by name or job title to purchase under this BPA, identified by organizational component and limitation per purchase. See Attachment A. 9. FORM OF PAYMENT. Payment for each Call under this BPA will be made by the Defense Finance and Accounting Service (DFAS) specified in each Call. 10. DELIVERY TICKETS. All deliveries or services provided under this BPA shall be described on a delivery ticket, a copy of which shall be given to the receiving activity upon delivery or completion of the Call's requirement. The delivery ticket shall contain the following information: a. Name of the firm b. Blanket Purchase Agreement Number c. Call/purchase number d. Name of authorized representative placing the Call e. Date of purchase f. Date materials or services were delivered g. Itemized list of materials or services provided, including quantity, unit price and extension of each less applicable discounts. 11. INVOICES. An invoice shall be submitted at the end of a Call period of performance, identifying the delivery tickets covered therein, stating the monetary value of each, and supported by receipted copies of the delivery tickets. The invoice shall be submitted to the address identified in each Call. 12. DISCONTINUATION. This BPA may be discontinued upon a 30 day written notice by either party. 13. ANNUAL REVIEW. This BPA will be reviewed annually by the Government and revised as necessary to comply with the requirements of governing regulations. BPA Master Dollar Limit: $5,000,000.00 BPA Call (Order) Limit: Shall not exceed the simplified acquisition threshold as defined by FAR 13.303-5 or the BPA Master Dollar limit as permitted under FAR 13.5 for commercial services or the equivalent in foreign currency. Period of Performance: From date signed by the Contracting Officer or 01 January 2014 (whichever is later) through five years. 14. FAIR OPPORTUNITY. The Government intends to provide maximum competition throughout the life of the BPA, with meaningful competition for Calls. ATTACHMENT A - CALLERS The following individuals are authorized to place Calls against this BPA, in accordance with the limitations specified in paragraph 7 above: 1. Calls valued at or below the micro-purchase threshold may be placed by any GCMC Contract Specialist. 2. Calls valued above the micro-purchase threshold and up to the simplified acquisition threshold as defined by FAR 13.303-5 or FAR 13.5 for commercial services may be placed by any GCMC Contracting Officer in accordance with applicable warrant limitations. CLAUSES INCORPORATED BY REFERENCE 52.203-3 Gratuities APR 1984 52.203-6 Alt 1 Restriction on Subcontract Sales to the Government SEP 2006 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions SEP 2007 52.203-12 Limitation on Payments to Influence Certain Federal Transactions OCT 2010 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper MAY 2011 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards JUL 2013 52.209-6 Protecting the Government's Interest When Subcontracting With Contractor's Debarred, Suspended, or Proposed for Debarment AUG 2013 52.212-1 52.223-18 52.225-13 Instructions to Offerors Encouraging Contractor Policies to Ban Text Messaging While Driving Restrictions on Certain Foreign Purchases JUL 2013 AUG 2011 JUN 2008 52.225-14 Inconsistency Between English Version And Translation Of Contract FEB 2000 52.225-25 52.232-1 52.232-8 52.232-11 52.232-17 52.232-37 52.232-39 52.233-3 52.233-4 Prohibition on Contracting with Entities Engaging in Sanctioned Activities Relating to Iran-- Representation and Certification Payments Discounts for Prompt Payment Extras Interest Multiple Payment Arrangements Unenforceability of Unauthorized Obligations Protest After Award Applicable Law for Breach of Contract Claim DEC 2012 APR 1984 FEB 2002 APR 1984 OCT 2010 MAY 1999 JUN 2013 AUG 1996 OCT 2004 252.203-7000 252.203-7001 252.203-7002 252.203-7003 252.204-7001 252.204-7003 Requirements Relating to Compensation of Former DoD Officials Prohibitions on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies Requirement to Inform Employees of Whistleblower Rights Agency Office of the Inspector General Commercial and Government Entity (CAGE) Code Reporting Control Of Government Personnel Work Product SEP 2011 DEC 2008 JAN 2009 DEC 2012 AUG 1999 APR 1992 252.205-7000 252.209-7001 252.209-7004 252.222-7002 Provision of Information to Cooperative Agreement Disclosure of Ownership or Control by the Government of a Terrorist Country Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country Compliance With Local Labor Laws (Overseas) DEC 1991 JAN 2009 DEC 2006 JUN 1997 252.225-7000 252.225-7001 252.225-7001 252.225-7002 252.225-7042 Buy American Statute - Balance of Payments Program Certificate Buy American and Balance of Payments Program Certificate Buy American and Balance of Payments Program Qualifying Country Sources as Subcontractors Authorization to Perform JUN 2012 DEC 2012 DEC 2012 DEC 2012 APR 2003 252.229-7000 Invoices Exclusive of Taxes or Duties JUN 1997 252.232-7010 252.233-7001 Levies on Contract Payments Choice of Law (Overseas) DEC 2006 JUN 1997 CLAUSES INCORPORATED BY FULL TEXT 52.209-9 - UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013) (a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management database via https://www.acquisition.gov. (b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments- (1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by- (i) Government personnel and authorized users performing business on behalf of the Government; or (ii) The Contractor, when viewing data on itself; and (2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for- (i) Past performance reviews required by subpart 42.15; (ii) Information that was entered prior to April 15, 2011; or (iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause. (c) The Contractor will receive notification when the Government posts new information to the Contractor's record. (1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209-9 and request removal within 7 calendar days of the posting to FAPIIS. (2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them. (3) As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. (d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600. (End of clause) 52.212-1 - INSTURCTIONS TO OFFERORS (JUL 2013) ADDENDUM For purposes of this solicitation, change "offeror" to "quoter" throughout this provision. 52.212-4 -- CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (JUL 2013) (a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights- (1) Within a reasonable time after the defect was discovered or should have been discovered; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. (b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract. (c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties. (d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. (e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. (f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. (g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include- (i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, contract line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended ...