1145PC22Q0022 Medical Supply BPA RFQ.pdf

REQUEST FOR QUOTE: 1145PC22Q0022

MEDICAL/SURGICAL SUPPLIES

PART I - BLANKET PURCHASE AGREEMENT (BPA) TERMS AND CONDITIONS

1. Orders:

The purpose of this Firm Fixed Price (FFP) BPA is to provide the Peace Corps with Medical/Surgical Supplies necessary to ensure volunteers have the most reliable protection in accordance with the highest commercial standard practices and shall conform to those supplies the contractor offers for other commercial customers worldwide.

The Peace Corps is only obligated to the extent of authorized BPA orders placed against this BPA. Each order will be made in accordance with the stated evaluation factors. At a minimum, discounts provided in the original quote will be extended to each order; however, further discounts are requested. The Peace Corps reserves the right to purchase any supplies from the vendor.

2. Purchase Limitation:

The limitation for each individual order under this BPA shall not exceed $25,000.00. The estimated value of the BPA is not expected to exceed $683,551.26. However, Peace Corps reserves the right to increase the estimated value of the BPA without further synopsis.

3. Authorized to Purchase Under this BPA:

BPA orders may be issued by any Peace Corps Contracting Officer operating within the limits of their warrant.

An authorized letter shall be approved in writing by the Contracting Officer and provided to the Contractor. These individuals authorized to place orders against this agreement are the authorized representatives of the Contracting Officer.

The Contractor SHALL NOT accept orders from any individual not listed under this BPA. As appropriate, the BPA shall be modified to add and deleted individuals authorized to place orders.

Ordering Procedures/Requirements

a. Ordering under this BPA shall be accomplished through one of the following methods:

- Issuance of a purchase order prepared and signed by an authorized user (or)

- Use of the Government Purchase Card up to $10,000.

b. In all cases, a order number shall be furnished to the Contractor by the authorized user during placement of a call/order. The Contractor is required to insert the call/order number on the delivery ticket and invoice.

Failure to include the call/order number on the delivery ticket and invoice shall adversely impact the expeditious processing of payments and shall be regarded as an invoice discrepancy.

4. Cancellation of BPA:

The Peace Corps reserves the unilateral right to cancel this BPA by providing written notification to the contractor.

Cancellation of the BPA does not affect any orders placed which shall be completed as ordered.

5. Period of Performance:

The BPA shall be reviewed annually before the anniversary of its effective date and revised as necessary to conform to the requirements of the Federal Acquisition Regulation. The BPA will consist of a 12-month base period and four

(4) 12-month option periods not to exceed a total of 65 months including all options.

6. Modifying the BPA:

This Blanket Purchase Agreement shall be changed only by modifying the agreement itself and not by individual orders issued under it. Only the Contracting Officer or their designated successor may modify this BPA.

7. Placement of Orders:

(a) Ordering under this agreement shall be accomplished through issuance of an order prepared by an authorized Contracting Officer or Ordering Official/Government Purchase Card holder.

(b) The Vendor shall provide products and/or services under this agreement only as directed in orders issued by authorized individuals. Each order will include:

(1) Date of order;

(2) Catalog Agreement number and order number;

(3) Item number and description, quantity, unit price, and extended price;

(4) Delivery or performance date, if differs from the agreement;

(5) Place of delivery or performance (including consignee), if differs from the agreement;

(6) Packaging, packing, and shipping instructions, if any;

(7) Accounting and appropriation data;

(8) Method of payment and payment office, if not specified in the agreement;

(9) Any other pertinent information.

(c) Orders will be issued on a firm-fixed price basis.

8. Delivery:

The Contractor shall notify the Contracting Officers Representative (COR) and Contracting Officer, in writing, within 24 hours of learning information pertaining to a delay in delivery or identifying an event that may cause a delay in delivery. Upon notification, the Contractor shall coordinate with the Government to establish a revised delivery schedule. The COR will provide final approval of the revised delivery schedule.

PART II – REQUIREMENT

1. Background:

The United States Peace Corps is an independent civilian executive agency of the Federal Government established in 1961 by President John F. Kennedy to promote world peace and friendship through the service of American volunteers abroad. Peace Corps Volunteers (PCVs) enlist for a two-year term of service in developing nations. The Volunteers’ service fulfills the three primary Peace Corps goals established in the founding legislation:

• To help the people of interested countries in meeting their need for trained men and women

• To help promote a better understanding of Americans on the part of the peoples served

• To help promote a better understanding of other peoples on the part of Americans

The Peace Corps manages the healthcare of approximately 7,000 volunteers serving in nearly 70 countries under normal operational status. The various country posts are divided into three regions:

• Africa (AF)

• Intra-America and Pacific (IAP) and

• Europe, Mediterranean and Asia (EMA)

Volunteers are typically placed in rural environments, often at a considerable distance from the Peace Corps’ main office and medical unit in-country. Ambulatory healthcare is delivered in the medical unit, along with routine exams, patient education, and preventative care. In order to support these Volunteers overseas, the Peace Corps purchases and coordinates the shipment of medical and surgical supplies. All supplies procured are for PCVs only.

The healthcare of the volunteers is managed by the clinical staff at Peace Corps posts and is supported by the Office of Health Services (OHS) in Washington, DC whose mission is to provide quality medical and mental health services to the Peace Corps Volunteer community. OHS is supported within Peace Corps by the Post Logistics Services Unit which coordinates medical supply orders and shipments.

2. Objectives:

The objective of this procurement is to provide overseas medical units with all medical and surgical supplies to assure that PCVs have reliable healthcare including access to medical and surgical supplies that meet he highest commercial standard practices.

3. Scope:

The scope of this contract is to provide PCVs with high quality surgical supplies, medical diagnostics equipment, instruments and products of a broad scope such as what might be used in up to 70 ambulatory medical clinics that support people who work and live in austere or often rural settings of developing countries.

4. Supply Specifications:

The Contractor must deliver medical surgical supplies (examples of the types of medical supplies required at Post are attached) as specified in each individual call order and in accordance with the technical requirements detailed below:

Minimum technical requirements the Contractor must adhere to are stated in OSHA Description for 5047: Medical, Dental, and Hospital Equipment and Supplies. Commercially standard warranty terms include:

• All medical surgical items must be free from defects in workmanship and material for a minimum of 12 months after receipt and acceptance by the Government for all products except for disposable and reposable (limited use) items.

• Accessories and spare parts must be free from defects in workmanship and material for 12 months from the date of receipt and acceptance by the Government.

• New disposable and reposable (limited use) items must be free from defects in workmanship and material when first used.

5. Delivery:

As identified in individual BPA orders, the Contractor shall ship supplies to Peace Corps Headquarters in Washington, DC. Peace Corps will be responsible for shipping overseas.

6. Government-Furnished Property (GFP):

GFP is not required and will not be provided.

7. Special Material Requirements:

All shipments shall conform to the following:

1. Shipment shall be trackable from the Contractor to Peace Corps.

2. Domestic shipping fees are the responsibility of the Contractor.

8. Other Unique Requirements and Considerations:

The Contractor must provide a warranty on all deliverables for a minimum of 12 months. It is also preferred that the contractor have an online catalog updated in real time that can be accessed worldwide to facilitate supply orders.

Alternatively, proposals with hard copy catalogs will also be considered competitive.

9. Inspection and Acceptance/Quality Assurance:

9.1 Domestic Inspection and Acceptance

All inspection and acceptance shall be performed by the Post Logistics Services (PLS) Unit. PLS will compare call order invoices to the shipment for accuracy. If approved, the shipment will be repackaged and shipped to the overseas posts by Peace Corps. If a shipment is not accepted, it shall be shipped back to the vendor, at no cost to the Government.

9.2 Service Level Agreements

The supplier is required to perform to Service Level Agreements (SLAs) as identified below representing a combination of best industry practice and those agreements that are determined to be the most useful and desirable metrics for the Peace Corps. In determining whether the period of performance should be extended, Peace Corps will rely heavily on contractor’s performance against service levels. To discuss performance issues and/or performance against service levels, Peace Corps will conduct periodic performance reviews.

The table below reflects the current set of service levels the Contractor agrees to meet to ensure acceptable performance standards are maintained throughout the term of this BPA. However, these service levels may be modified from time to time as agreed to by the parties.

Primary Activities

Performance Standard Acceptable Performance Level

Method of Surveillance

Product Delivery All products will be delivered within 14 days from receipt of order.

95% of orders delivered within 14 day standard over a 12 month period.

Manual Tracking

Product Returns

Products are delivered free of defects or damage.

Only 3% of products are returned due to defects or damage over a 12 month period.

Manual Tracking

Invoices Discrepancies

Invoices submitted are accurate and complete to facilitate prompt payment.

Only 3% of invoices submitted have discrepancies over a 12 month period.

Manual Tracking

Purchase Card Disputes

Billing is consistent with order and complies with terms of agreement with Purchase Card service provider.

No more than 1 dispute resolved against the Contractor over a 12 month period.

Manual Tracking

Request for Quotes Quotes are provided electronically within 3 business days after receiving request.

97% of quotes are delivered within 3 day standard over a 12 month period.

Manual Tracking

Contractor Support In dealings with Peace Corps staff, Contractor is professional, timely in response to requests and projects a positive, helpful attitude.

Contractor should receive a minimum of an 80% contractor support score on survey conducted between 10-12 months after contract is awarded or option exercised.

Annual Survey

PART III – OTHER CONTRACTUAL TERMS AND CONDITIONS

1.0 TYPE OF AGREEMENT:

This is a firm-fixed price agreement.

2.0 INVOICING (APR 2021):

Minimum requirements for a PROPER INVOICE:

• Complete contract number, including task/delivery/call order number (if applicable);

• Name and address of the Contractor;

• Invoice date and invoice number;

• Description of supplies/products/services provided;

• Quantity of services/supplies provide;

• Period of performance covered by the invoice;

• Unit of issue, as specified in the Contract Line Item Number (CLIN), and/or Schedule of services;

• Unit price and extended total, for each CLIN;

• Invoice total;

• Shipping and payment terms, (as applicable);

• Electronic funds transfer (EFT) account/payment information;

• Signature of the Contractor's authorized representative;

• Contractor's Tax Identification Number (TIN); and

• Any other contract-directed requirements.

In the event that an invoice is “improperly” submitted (e.g. incorrect contract/order number, invoice amount, labor categories, contract rates, CLINs, etc.) it will be rejected as an improper invoice and returned to the contractor. Also, an invoice is considered improper if it is received before the product or service is received, inspected and accepted by the COR.

Invoice delivery and formatting

• Invoices shall be in PDF format and forwarded via email to GAPdomesticinvoice@peacecorps.gov with a copy to the Contracting Officer’s

• Representative (COR) and/or Technical Point of Contact (TPOC);

• A separate attachment for each invoice is required;

• The invoice size should be standard 8.5’x11.

• The representative signing the invoice must also print his/her name, direct phone number and email address on the invoice;

• Bill only for one delivery order per invoice;

• Bill for only one option period per invoice;

• Never bill in excess of the contract obligated amount; and

• Do not bill for state and local taxes unless authorized by law, policy or the CO.

Invoice Certification Upon receipt of the invoices, the COR and/or TPOC will evaluate the invoices for correctness and appropriateness of the charges and will ensure that chargeable items appearing on the invoices have been received, inspected, and accepted by the Peace Corps. In the event that the Peace Corps discovers any discrepancies in the invoice, the COR and/or TPOC will notify the Contracting Officer (CO) and the Contracting Officer and COR and/or TPOC will, in addition to following the requirements of the Prompt Payment Act, take steps necessary to resolve the discrepancies with the Contractor.

Invoice Payment For the purposes of this subsection, “invoice payment” is a Government disbursement of moneys to the Contractor under this contract for products and/or services which are received, inspected, and accepted by the Government.

Invoices are payable in accordance with the requirements of the Prompt Payment Act. Payment will be considered as being made on the day of the electronic funds transfer is made. The failure to properly submit invoices may result in a delay in payment.

Applicable to time and material and labor hour contracts The following backup information is required as an attachment to the invoice as shown by category of cost:

(1) Direct Labor - Identify the number of hours (by contractor labor category and total) and the total direct labor hours billed for the period of the invoice.

(2) Subcontracts - Identify the major cost elements for each subcontract.

(3) Other Direct Costs - When the cost for an individual cost (e.g., photocopying, material and supplies, telephone usage) exceeds $1,000 per the invoice period, provide a detailed explanation for that cost category.

(4) Indirect Cost Rates - Identify by cost center, the indirect cost rate, the period, and the cost base to which it is applied.

(5) Contractor Acquired Equipment - Identify by item the quantities, unit prices, and total dollars billed.

mailto:GAPdomesticinvoice@peacecorps.gov

(6) Contractor Acquired Software - Identify by item the quantities, unit prices, and total dollars billed.

(7) Travel - When travel costs exceed $2,000 per invoice period, identify by trip, the number of travelers, the duration of travel, the point of origin, destination, purpose of trip, transportation by unit price, per diem rates on daily basis and total dollars billed. Detailed reporting is not required for local travel.

Any costs requiring advance consent by the Contracting Officer will be considered improper and will be disallowed, if claimed prior to receipt of Contracting Officer consent.

For questions regarding payments, please send an email inquiry, including the Peace Corps contract reference number, the invoice number, billed amount, due date, and date sent to Disbursing@peacecorps.gov

Withholding of Contract Payments Notwithstanding any other payment provision of this contract, failure of the Contractor to submit required reports when due, or failure to perform or deliver required services/supplies may result in the withholding of payments under this contract. Payments may be withheld unless such failure arises out of circumstances beyond the Contractor’s control and without fault or negligence on the part of the Contractor, as provided for in the relevant contract clauses. The Peace Corps will promptly notify the Contractor of its intention to withhold payment of any voucher or invoice in full; however, if only a portion(s) of the invoice are being withheld, then the voucher may be processed without notification to the Contractor to prevent delay in payment.

Final Invoice The Contractor’s final invoice submitted under the contract must be marked as follows: ″THIS INVOICE

CONSTITUTES THE FINAL INVOICE – UPON PAYMENT OF THIS INVOICE NO OTHER MONIES ARE

DUE UNDER CONTRACT NUMBER (to be assigned upon contract award). Upon receipt of final payment, the contractor agrees to complete a “Release of Liability” within 10 days from date “Release of Liability” is received from the CO.

Unliquidated Obligations (ULO) An unliquidated obligation (ULO), for this purpose, represents the amount of goods or services ordered by the Peace Corps for which payment has not been made (liquidated). The parties agree that any remaining ULO amount equal to or less than $100 for which 1) the performance period has expired and 2) the final invoice has been received will be unilaterally de-obligated via a modification to the contract.

3.0 PEACE CORPS TERMS AND CONDITIONS:

CONTRACTING OFFICER’S AUTHORITY:

The Contracting Officer (CO) is the only person authorized to make or approve any changes to any of the requirements of this agreement, and, notwithstanding any provisions contained elsewhere in this agreement, the said authority remains solely with the Contracting Officer. In the event the Contractor makes any changes 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 agreement terms and conditions, including price.

CONTRACTING OFFICER’S REPRESENTATIVE:

(a) The COR may be changed at any time by the Government without prior notice to the vendor by a unilateral modification to the agreement.

(b) The responsibilities and limitations of the COR are as follows:

(1) The COR is responsible for the technical aspects of the agreement and serves as technical liaison with the Contractor. The COR is also responsible for the final inspection and acceptance of all deliverables and such other responsibilities as may be specified in the agreement or individual orders.

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the agreement’s price, terms or conditions. Any Contractor request for changes shall be referred to the Contracting Officer directly. No such changes shall be made without the express written prior authorization of the Contracting Officer. The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the Contractor.

AGREEMENT MANAGEMENT

Contracting Officer’s Representative (COR) TBD at award.

1275 First Street NE Washington, DC 20526 Email: @peacecorps.gov Phone: (202) 692-xxxx

AUTHORIZED ORDERING OFFICERS

Authorization for placing and administering orders under this agreement is given to any duly appointed Contracting Officer of the Peace Corps acting within the scope and limits of their Contracting Officer’s Warrant and/or the following designated Ordering Officials/Government Purchase Card (GPC) holders:

Name Order Limit TBD at award. $25,000 TBD at award. $25,000

RESTRICTIONS AGAINST DISCLOSURE

The Contractor agrees, in the performance of this contract, to keep the information furnished by the Government or acquired/developed by the Contractor under this contract or any other non-public information otherwise provided by the Government, in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information, in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor´s possession, to those employees needing such information to perform the work described herein, i.e., on a "need to know" basis.

The Contractor agrees to immediately notify the Contracting Officer in writing in the event that the Contractor determines or has reason to suspect a breach of this requirement has occurred.

The Contractor agrees that it will not disclose any information to any person unless prior written approval is obtained from the Contracting Officer. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

OBTAINING ACCESS TO PROPRIETARY INFORMATION

Prior to gaining access to proprietary information of any other company (which may occur in performing advisory services for the Government), the Contractor shall enter into a specific written agreement with each such company to protect that company's information from unauthorized use or disclosure for as long as such information remains proprietary, and refrain from using the information for any purpose other than that for which it was furnished and required by contract performance. The Contractor shall provide the Government copies of all such agreements and await written approval by the CO to ensure that such agreements have been completed and properly executed prior to the Contractor gaining access to proprietary information.

UPDATING SPECIFICATIONS AND STANDARDS

If, during the performance of this contract, the contractor believes that the contract contains outdated or different versions of any specifications or standards, the Contractor may request that the contract be updated to include the current version of the applicable specification or standard.

Updating shall not affect the form, fit or function of any deliverable item or increase the cost/price of the item to the Government. The contractor must submit written update requests to the Contracting Officer and COR for approval.

The contractor shall perform the contract in accordance with the existing specifications and standards until notified mailto:bmartinez@peacecorps.gov of approval/disapproval by the Contracting Officer. Any approved alternate specifications or standards will be incorporated into the contract.

INDEMNIFICATION

Responsibility for Government-owned or leased Property and Equipment. During performance, the Contractor shall be responsible for all negligent acts or omissions of its employees or agents or the employees or agents of its subcontractor(s). In this regard, the Contractor shall, at no cost to the Government and at the Government's option, replace or compensate the Government for any damage to or loss of Government-owned or -leased property caused by such negligent acts or omissions.

Responsibility for Contractor or Third-party owned or leased Property and Equipment. The Contractor shall indemnify the Government against any and all liability claims for loss or damage to any Contractor owned or leased property occurring as a result of negligence or omissions by employees or agents of the Contractor or its subcontractor(s) in connection with the performance of work under the terms of this contract.

Responsibility for Property and Equipment Damaged or Lost through no fault of the Contractor or the Government.

Property damage or loss that occurs through no fault of either the Contractor, their subcontractors or agents or the Government shall be the responsibility of the party holding title to or having leased the property.

Contractor Actions. The Contractor shall indemnify and hold the Government, its agents and employees, harmless against any financial loss or liability, including costs and expenses, arising from any negligent or wrongful act, or omission, or malpractice, on the part of the Contractor, or any of its agents or employees, during the Contractor’s performance under this contract. The Contractor also agrees that if the Government suffers any financial loss or liability because of any negligent or wrongful act, or omission, or malpractice, by the Contractor, or any of its agents or employees, the Peace Corps may offset any such sums against any money in the Peace Corps’ possession, which would otherwise be due and payable to the Contractor.

USE OF PEACE CORPS NAME OR LOGO

The Contractor shall make no publicity announcements or issue other public relations or promotional materials mentioning the Contractor’s connection with Peace Corps without first consulting with the Contracting Officer.

Further the Contractor shall not use the Peace Corps name and/or logo in conjunction with, or proximity to, the Contractor’s logo, trademark, trade name or facsimile thereof (co-branding) without the advance written concurrence of the Contracting Officer.

RESTRICITION ON ADVERTISING

The Contractor shall not refer to this contract in commercial advertising or similar promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Peace Corps, or any other element of the Federal Government, or is considered by these entities to be superior to other products or services.

Any advertisement by the Contractor shall contain the following statement: “This advertisement is neither paid for nor sponsored, in whole or in part, by any element of the United States Government.”

RIGHTS TO INTELLECTUAL AND/OR CREATIVE DATA

All Contractor’s rights or interests, including but not limited to, rights under copyright laws (federal and otherwise) and copyright common law, in any and all deliverable items, collateral materials, or any other products created or provided under this contract shall hereby be assigned and transferred to the Peace Corps in this contract, including the right to modify same, to use same, and to authorize others to use same in their original or modified form for any purpose.

BREACH OF INFORMATION NOTIFICATION REQUIREMENT

In accordance with the Peace Corps’ Manual Section 899, Breach Notification Response Plan, the Contractor shall provide notification of a suspected or known breach promptly by calling the Peace Corps’ Domestic Services Help Desk at 1-202-692-1000.

A breach and/or incident means the loss of control, compromise, unauthorized disclosure, unauthorized acquisition, unauthorized access, or any similar term referring to situations where persons other than authorized users and for other than authorized purposes have access or potential access to Personally Identifiable Information (PII) or

Covered Information, whether physical or electronic. The Peace Corps’ Manual Section 899 will be incorporated into the resulting contract to provide the definitions of PII and Covered Information. If a suspected or known breach occurs, the Contractor shall work with and provide necessary information, as requested, to the Peace Corps’ Response Team who will respond to the notification.

PROHIBITION AGAINST SOLICITING AND PERFORMING PERSONAL SERVICES

The performance of personal services under this contract is strictly prohibited.

Personal service contracting is described in Section 37.104 of the Federal Acquisition Regulations (FAR). There are a number of factors, when taken individually or collectively, which may constitute personal services. Each contract arrangement must be judged in light of its own facts and circumstances, but the question relative to personal services is: Will the Government exercise relatively continuous supervision and control over the contractor personnel performing this contract.

The Government and the Contractor understand and agree that the support services to be delivered under this contract are non-personal services in nature, that is, no employer-employee relationships exist or will exist under the contract between the Government and the Contractor or between the Government and the Contractor’s employees.

Contractor personnel under this contract shall not:

a) Be placed in a position where they are appointed or employed by a Federal employee, or are under the supervision, direction, or evaluation of a Federal employee.

b) Be placed in a Federal staff or policy making position.

c) Be placed in a position of supervision, direction, or evaluation over Peace Corps personnel, or personnel of other contractors, or become a part of a government organization.

The services to be performed under this contract do not require the contractor or its employees to exercise personal judgment and discretion on behalf of the Government.

Rules, regulations, direction, and requirements which are issued by Peace Corps management under their responsibility for good order, administration, and security are applicable to all personnel who enter a Government installation. This is not to be construed or interpreted to establish any degree of Government control which is inconsistent with a non-personal services contract.

The Contractor shall immediately advise the Contracting Officer if the contractor or its employees are directed by any Government employee to perform work that the Contractor believes constitutes personal services.

Contractor Management Responsibility. The Program Manager will be the Contractor’s authorized representative for technical and administrative performance of all services required hereunder. The supervisor shall provide the single point of contact through which all Contractor/Government communications, work, and technical direction shall flow. The supervisor shall receive and execute, on behalf of the Contractor, such technical direction as the COR may issue within the terms and conditions of the contract. All administrative support of Contractor technical personnel required to fulfill the tasks assigned under this contract shall be the responsibility of the contractor.

3.0 FEDERAL ACQUISITION REGULATION (FAR) CLAUSES:

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. Also, the full text of a clause may be accessed electronically at this/these address(es): www.acquisition.gov

(End of Clause)

FAR Clause Title Date

52.203-3 Gratuities Apr 1984 52.204-7 System for Award Management Oct 2018

52.203-12 Limitation on Payments to Influence Certain Federal Transaction http://www.acquisition.gov/

Oct 2010 52.203-17 Contract Employee Whistleblower Rights and Requirements to Inform

Employees of Whistleblower Rights

Apr 2014 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

May 2011 52.204-13 System for Award Management Maintenance Oct 2018 52.204-18 Commercial and Government Entity Code Maintenance Jul 2016 52.227-1 Authorization and Consent Dec 2007

52.232-39 Unenforceability of Unauthorized Obligations June 2013 52.242-13 Bankruptcy Jul 1995 52.242-15 Stop-Work Order Aug 1989

52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS, ALTERNATE (NOV 2021)

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

[Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause-

(i) "Direct materials" means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) "Hourly rate" means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) "Materials" means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

https://www.acquisition.gov/far/part-52#FAR_52_202_1

(D) The following subcontracts for services which are specifically excluded from the hourly rate:

[Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) "Subcontract" means any contract, as defined in FAR subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the-https://www.acquisition.gov/far/part-2#FAR_Subpart_2_1 https://www.acquisition.gov/far/part-2#FAR_2_101

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall-

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause:[Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’."]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price:[Insert a fixed amount for the indirect costs and payment schedule. Insert "$0" if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’)."]

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment-

(A) The original timecards (paper-based or electronic);

(B) The Contractor’s timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost-

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor’s payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6)(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if-

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

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(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(viii) Upon receipt and approval of the invoice designated by the Contractor as the "completion invoice" and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise.