Solicitation 12-249-SOL-00016.pdf

Solicitation No. 12-249-SOL-00016 Water Treatment Services for HVAC System Sells Hospital of the Tucson Area Indian Health Service

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SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE 1 OF

Offeror to complete blocks 12, 17, 23, 24, & 30

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

12-249-SOL-00016 April 25, 2012

7. FOR SOLICITATION

a. NAME b. TELEPHONE (No Collect Calls) 8. OFFER DUE DATE/

LOCAL TIME 4:30 PM

INFORMATION CALL PEGGY PATTEN 520/295-2460 05/09/2012 3:00 pm

9. ISSUED BY (MAIL OFFERS TO) CODE 10. THIS ACQUISITION IS

UNRESTRICTED

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED.

12. DISCOUNT TERMS

INDIAN HEALTH SERVICE SET-ASIDE. 100% FOR SEE SCHEDULE

TUCSON AREA OFFICE SMALL BUSINESS,

HUBZONE SMALL BUSINESS

13a. THIS CONTRACT IS A RATED ORDER

7900 S. J. STOCK ROAD 8(A)

TUCSON, AZ 85746-7012 SOLE SOURCE 13b. RATING

NAICS: 221310 14. METHOD OF SOLICITATION

peggy.patten@ihs.gov SIZE STANDARD: $7.0 million RFQ IFB RFP

15. DELIVER TO: CODE 16. ADMINISTERED BY CODE

TUCSON AREA INDIAN HEALTH SERVICE

Sells Service Unit Highway 86 & Topawa Road Sells, AZ 85634-0548

Same as Block 9

17a. CONTRACTOR/OFFEROR CAGE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

DUNS #____________________________

HHS ALBUQUERQUE

5300 HOMESTEAD ROAD

ALBUQUERQUE, NM 87110

TELEPHONE: __________ TIN: ____________________ 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER IS CHECKED: SEE ADDENDA 19.

ITEM NO,

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

1 Water Treatment Services for the HVAC System at the

Sells Hospital (Sells, Arizona) of the Tucson Area Indian Health Service.

SEE

ENCLOSED

FEE

SCHEDULE

Only one award will result from this solicitation.

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 and ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 AND ADDENDA ARE ARE NOT ATTACHED.

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ORIGINAL TO ISSUING OFFICE.

CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE

IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED HEREIN.

29.

AWARD OF CONTRACT: YOUR OFFER ON SOLICITATION (BLOCK 5), DATED

(BLOCK 30c) INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (Rev. 4/2002) PREVIOUS EDITION IS NOT USABLE Prescribed by GSA FAR (48 CFR) 53.212

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1) SCOPE OF WORK:

The Contractor shall provide all personnel, supervision, labor, equipment, tools, labels, bags, containers, materials, transportation and other items and services necessary to maintain the water chemistry of the HVAC water supply and return at the Sells Indian Hospital (Sells, AZ).

The main Sells Hospital HVAC system may run the water through a plate and frame system, chillers or a boiler depending on the weather conditions.

2) REQUIREMENTS:

Preventative Maintenance:

Preventative maintenance shall be performed according to current water treatment guidelines. To include a minimum of one (1) service call per month and at a minimum the performance of the following:

1. Water sample analysis

2. Chemical feeders - check, adjust and recharge with proper chemicals

3. Provide necessary chemical additives

4. After initial dosage, furnish all closed system treatment required under normal operating conditions.

5. Adjust bleed off

6. Apply special chemicals for the control of slime/algae

7. Check with HVAC operators for equipment effectiveness

8. Check readings of gauges and operations

9. Check readings on chiller

10. Check all float operations for accuracy

11. Diagnose pipes, tanks and valves for leaks

12. Make adjustments as necessary to maintain normal operating conditions

13. Check for major and minor corrosion

14. Log in all readings and deficiencies

Reports:

A written report of conditions shall be provided to the Project Officer upon completion of each service call.

Subcontracts:

None of the services furnished under this order shall be subcontracted or transferred to another contractor, or organization, without the specific prior approval of the Contracting Officer.

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3) SCHEDULE OF FEES:

A. BASE YEAR (July 1, 2012 through September 30, 2012) Item Description of Service Unit of

Measurement Estimated Quantity

Unit Price Total Amount

A1. Water Treatment at Sells Hospital

Month

Grand Total

B. OPTION YEAR 1 (October 1, 2012 through September 30, 2013)

Measurement Estimated Quantity

Unit Price Total Amount

B1. Water Treatment at

Total

C. OPTION YEAR II (October 1, 2013 through September 30, 2014)

Measurement

Estimated Quantity

Unit Price Total Amount

C1. Water Treatment at

D. OPTION YEAR III (October 1, 2014 through September 30, 2015)

Item Description of Service Unit of Measurement

Estimated Quantity

Unit Price Total Amount

D1. Water Treatment at

E. OPTION YEAR IV (October 1, 2015 through September 30, 2016)

Item Description of Service Unit of Measurement

Estimated Quantity

Unit Price Total Amount

E1. Water Treatment at

SUMMARY

Base Year $ Option Year I $ Option Year II $ Option Year III $ Option Year IV $ Grand Total $

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4) PERIOD OF PERFORMANCE:

The estimated period of performance is July 1 through September 30, 2012 for the Base Year and October 1, 2012 through September 30, 2016 for Option Years I through IV. Exercising of Option Years is the unilateral right of the Government and dependent upon the availability of funds in accordance with FAR Clause 52.232-19 Availability of Funds for the Next Fiscal Year.

5) MINIMUM CONTRACTOR QUALIFICATIONS:

In addition to the responsible contractor determination factors as outlined in this Solicitation, the Contractor, at a minimum, shall be an Arizona State Licensed Contractor licensed to perform water treatment.

Certification and/or licensure shall include the following:

1. Contractor shall furnish a copy of an L-05 License with the State of Arizona.

2. Contractor’s technicians shall be trained in the proper procedures and guidelines to perform commercial water treatment. Upon request from either the Project Officer or Contracting Officer, contractor shall provide evidence of technician’s qualifications.

6) SUBCONTRACTS:

None of the services furnished under this Contract shall be subcontracted or transferred to another contractor or organization without prior written approval of the Contracting Officer.

7) DESIGNATION OF RESPONSIBILITY (INDIAN HEALTH SERVICE):

Sells Facilities Manager, Delrey Pearson, ph. 520-383-7337, is the Contracting Officer’s Representative (COR).

The COR responsibilities will be to coordinate schedules, to provide onsite access for the Contractor, to provide input on technical specifications, and to confirm that products and services comply with contract requirements. The COR can assist with conflict resolution, but does not have the authority to change or alter the order amount, terms, and conditions. Once the contract is awarded only the Contracting Officer is authorized to make changes to the contract.

8) ADDITIONAL REQUIREMENTS:

The Contractor shall wear visible identification, provided by the Tucson Area Indian Health Service (TAIHS), at all times while on the premises of the TAIHS Facilities. The Contractor shall turn in this identification provided by the TAIHS upon completion of each service call.

9) SAFETY AND QUALITY ASSURANCE:

Contractor is responsible to comply with OSHA, manufacturer safety recommendations and other applicable codes in the use of the chemicals and equipment for the water treatment process.

10) METHOD OF PAYMENT AND INVOICE SUBMISSION:

a. Payment shall be made in arrears;

b. Electronic Funds Transfer (EFT) shall be utilized as method for processing payment;

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c. Upon receipt of the Contractor’s properly prepared invoice, each COR/Point of Contact (POC) is responsible for certifying the invoice for acceptance of delivery and contacting a Unified Financial Management System (UFMS) “receiver” to request a receiving receipt.

d. Improperly prepared invoices will be returned to the Contractor resulting in delayed payment.

The following constitutes a “properly” prepared invoice:

Invoice #;

Invoice Date;

Contract Number (HHSI2492012XXXXXX);

Order Number if applicable (located on OF 347 form, block 3);

Date of purchase/delivery;

Contractor name, address, telephone number;

Contractor’s tax identification number (TIN);

Item/Equipment, quantity, unit price and extended totals per item;

Total amount invoiced

e. An original invoice and copy shall be submitted to the address cited on Page 1, Block 18a of the SF 1449, (or on each Order as specified on Page 1, Block 21 of the OF 347) and a copy to the COR:

As noted on block 18a of the SF 1449 COR/Point(s) of Contact

1. Albuquerque Area IHS

Attn: Florine Benally, Financial Management Branch 5300 Homestead Road Albuquerque, NM 87110

2. Indian Health Service Attn: Delrey Pearson 7900 S. “J” Stock Road Tucson, AZ 85746 OR electronically transmitted via e-mail at delrey.pearson@ihs.gov

11) INDEMNITY AND INSURANCE:

a. Indemnity and Insurance: The Contractor shall indemnify and hold the government harmless for any and all losses, damages, or liability on account of personal injury, death, or property damage, or claims for personal injury, death, or property damage of any nature whatsoever and by whomsoever made, arising out of the activities of the Contractor, his employees, subcontractors, or agents under the contract. For the purpose of fulfilling his obligations under this paragraph, the Contractor shall procure and maintain during the term of this contract and any extension thereof liability insurance in form satisfactory to the Contracting Officer. The named insured parties under the policy shall be the Contractor, the United States of America, their agents, and their employees.

The amount of the insurance shall be not less than $100,000 each person, $300,000 each occurrence and $100,000 property damage. The Contractor shall furnish to the Contracting Officer prior to commencement of contract performance and when the option to extend the term of the contract is exercised, evidence of insurance coverage described herein. (Submit copy of insurance with Response.)

12) EMPLOYEES:

The Contracting Officer reserves the right to restrict the employment of any Contractor employee, or prospective Contractor employee, who is identified as a potential threat to the health, safety, security, general well-being or operational mission of the installation and its population.

13) CLEANUP:

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Upon completion of work, the Contractor will remove tools, equipment, scrap materials, empty cans, trash, debris, packing materials, and will leave the work areas clean. Prior to leaving the site the contractor will discuss the work provided, leave a service ticket and have it signed by the authorized owners representative at the site when available.

14) DEPARTMENT OF LABOR:

No contractor or subcontractor holding a service contract for any dollar amount shall pay any of its employees working on the contract less than the minimum wage specified in section 6(a)(1) of the Fair Labor Standards Act (29 U.S.C. 206).

The Department of Labor, Wage and Hour Division has issued a Wage Determination for laborers to be employed under this purchase order. Wage Determination No. 2005-2025 (Revision #11, dated 06/13/2011) is incorporated into this purchase order pursuant to Federal Acquisition Regulation (FAR) 22.1108-2. Refer to the List of Attachments.

In addition, to paying employees appropriate hourly wages the contractor is responsible for fringe benefits applicable to all classes of service employees engaged in purchase order performance. Fringe benefits are not included in the hourly wages.

15) RESERVATION REGULATIONS:

(a) Where onsite work will be performed on an Indian Reservation, the Contractor, its employees, and subcontractors shall become familiar with and obey the regulations of the Reservation including fire, traffic, safety and security regulations while on the Indian Reservation or installation.

(b) Those driving motor vehicles shall observe and obey all speed limits posted throughout the reservation.

(c) Personnel should not enter restricted areas unless required to do so and only upon prior approval.

(d) All Contractor employees and Subcontractors shall carry proper personal identification with them at all times.

(e) The contractor’s equipment shall be conspicuously marked for identification and parked or placed within approved areas only, out of the way of driveways, emergency access roads, and traffic.

16) TRIBAL EMPLOYMENT RIGHTS ORDINANCE (TERO) TAXES / FEES

All Contractors working within the Tohono O'Odham Reservation are subject to the Tribal Employment Rights Ordinance (TERO). It is the responsibly of the offeror to inquire into TERO 01-85 and to ensure their proposal includes any additional costs or taxes required by the Tohono O’Odham Nation.

Contractor is responsible for determining and paying all required fees. For information, please contact the Tribal Employment Rights Office at 520-383-3304 or 1-888-882-5510.

Award amount shall not be adjusted due to failure of the offeror to include fees into the proposal.

17) TOHONO O’ODHAM NATION SALES OR OTHER TAXES:

Contractor is responsible for determining and paying all required sales or other taxes. The proposal amount shall include all applicable taxes. For additional information please contact the Tohono O’Odham Nation Treasurer Office at 520-383-1800.

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Award amount shall not be adjusted due to failure of the offeror to include taxes into the proposal.

18) ARIZONA STATE SALES TAXES:

Contractor is responsible for determining and paying all required taxes. The final proposal amount shall include all applicable taxes.

Award amount shall not be adjusted due to failure of the offeror to include taxes into the proposal.

19) FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999):

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

20) FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000):

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; 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 5 years.

21) FAR 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984):

Funds are not presently available for performance under this contract beyond September 30, 2012.

The Government’s obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond September 30, 2012 until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

22) 52.216-1 TYPE OF CONTRACT (APR 1984):

The Government contemplates award of a Firm Fixed Price contract resulting from this solicitation.

23) CONTRACTOR ACCESS:

In accordance with the Personal Identify Verification and Homeland Security Presidential Directive (HSPD-12), work under this contract is “non-routine access” to IHS controlled facilities and will not require background checks or fingerprinting. However, the Contractor and Contractor’s personnel will be provided with the “Rules of Behavior” and “Occasional Visitor” policy and procedures as outlined in 304.1300(f) and (g).

24) HHSAR 352.270–10 ANTI-LOBBYING (JANUARY 2006):

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Pursuant to the current HHS annual appropriations act, except for normal and recognized executive-legislative relationships, the Contractor shall not use any HHS contract funds for (i) publicity or propaganda purposes; (ii) the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television or video presentation designed to support or defeat legislation pending before the Congress or any State legislature, except in presentation to the Congress or any State legislature itself;

or (iii) payment of salary or expenses of the Contractor, or any agent acting for the Contractor, related to any activity designed to influence legislation or appropriations pending before the Congress or any State legislature.

25) HHSAR 352.270–12 PRO-CHILDREN ACT OF 1994 (JANUARY 2006):

Public Law 103–227, Title X, Part C, also known as the Pro-Children Act of 1994, 20 U.S.C. 7183, imposes restrictions on smoking in facilities where certain federally funded children’s services are provided. The Act prohibits smoking within any indoor facility (or portion thereof), whether owned, leased, or contracted for, that is used for the routine or regular provision of (i) kindergarten, elementary, or secondary education or library services or (ii) health or day care services that are provided to children under the age of 18. The statutory prohibition also applies to indoor facilities that are constructed, operated, or maintained with Federal funds.

By acceptance of this contract or order, the Contractor agrees to comply with the requirements of the Act. The Act also applies to all subcontracts awarded under this contract for the specified children’s services. Accordingly, the Contractor shall ensure that each of its employees, and any subcontractor staff, is made aware of, understand, and comply with the provisions of the Act. Failure to comply with the Act may result in the imposition of a civil monetary penalty in an amount not to exceed $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible entity.

Each day a violation continues constitutes a separate violation.

26) DEPARTMENT OF HEALTH AND HUMAN SERVICES TOBACCO POLICY:

The Contractor’s employee shall comply with the Department of Health & Human Services Tobacco- Free Policy (copy available upon request). Contractor’s employee shall not use tobacco products of any kind (e.g., cigarettes, cigars, pipes, and smokeless tobacco) while on any HHS Property- owned or controlled

27) ADDITIONAL PROVISIONS/TERMS AND CONDITIONS

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):

http://www.acqnet.gov/far/

CLAUSE TITLE DATE

52.203-8 Cancellation, Rescission, and Recovery (Jan 1997) Of Funds For Illegal or Improper Activity 52.228-5 Insurance-Work on a Government Installation (Jan 1997)

52.223-6 Drug-Free Workplace (May 2001) 52.224-1 Privacy Act Notification (Apr 1984)

52.224-2 Privacy Act (Apr 1984) 52.243-1 Changes-Fixed Price (Alternate 1) (Aug 1987)

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FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION (Apr 2008)

(a) Definitions. As used in this clause— “Central Contractor Registration (CCR) database” means the primary Government repository for Contractor information required for the conduct of business with the Government.

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same concern.

“Registered in the CCR database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database; and

(2) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS), and has marked the record “Active”. The Contractor will be required to provide consent for TIN validation to the Government as a part of the CCR registration process.

(b) (1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS +4” followed by the DUNS or DUNS +4 number that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office.

The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company Physical Street Address, City, State, and ZIP Code.

(iv) Company Mailing Address, City, State and ZIP Code (if separate from physical).

(v) Company Telephone Number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

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(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering.

Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(g) (1) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database;

(B) comply with the requirements of Subpart 42.12 of the FAR; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract. (2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757.

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (FEB 2012)

(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, Page | 11 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 price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31

U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

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(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in

32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a

Page | 13 percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, 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.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data.

To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

Page | 14

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer.

The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via CCR accessed through https://www.acquisition.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS - COMMERCIAL ITEMS. (FEB 2012)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

[X] Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: Contracting Officer check as appropriate.

[X](1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

[ ](2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010)(Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

[ ](3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X](4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (FEB 2012)(Pub. L.

109-282)(31 U.S.C. 6101 note).

[ ](5) 52.204-11, American Recovery and Reinvestment Act--Reporting Requirements (JUL 2010) (Pub. L. 111- 5).

[X](6) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (DEC 2010) (31 U.S.C. 6101 note).

[ ](7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (JAN 2012) (41 U.S.C. 2313).

Page | 15

[X](8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section 740 of Division C of Public Law 111-117, section 743 of Division D of Public Law 111-8, and section 745 of Division D of Public Law 110-161) [ ](9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[ ](10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[ ](11) (Reserved).

[X](12)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[ ](ii) Alternate I (NOV 2011).

[ ](iii) Alternate II (NOV 2011).

[ ](13)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).

[ ](ii) Alternate I (OCT 1995) of 52.219-7.

[ ] (iii) Alternate II (MAR 2004) of 52.219-7.

[X](14) 52.219-8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637 (d)(2) and (3)).

[ ](15)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2011) (15 U.S.C. 637(d)(4).

[ ](ii) Alternate I (OCT 2001) of 52.219-9.

[ ](iii) Alternate II (OCT 2001) of 52.219-9.

[ ](iv) Alternate III (JUL 2010) of 52.219-9.

[ ](16) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[X](17) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C. 637(a)(14)).

[ ](18) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[ ](19)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323)(if the offeror elects to waive the adjustment, it shall so indicate in its offer.)

[ ](ii) Alternate I (JUN 2003) of 52.219-23.

[ ](20) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting (DEC 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[ ](21) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[ ](22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

[ ](23) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C. 632(a)(2)).

[ ](24) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business Concerns (NOV 2011).

[ ](25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business Concerns Eligible Under the Women- Owned Small Business Program (NOV 2011).

[X](26) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[X](27) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JUL 2010) (E.O. 13126).

[X](28) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

[X](29) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

[X](30) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

[X](31) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010) (29 U.S.C. 793).

[X](32) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

[X](33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.

13496).

[X](34) 52.222-54, Employment Eligibility Verification (JAN 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

[ ](35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[ ](ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[X](36) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

Page | 16

[ ](37)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products

(DEC 2007) (E.O. 13423).

[ ](ii) Alternate I (DEC 2007) of 52.223-16.

[X](38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011). (E.O.

13513).

[](39) 52.225-1, Buy American Act - Supplies (FEB 2009) (41 U.S.C. 10a-10d).

[ ](40)(i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (JUN 2009) (41 U.S.C. 10a- 10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108- 302, 109-53, 109-169, 109-283, and 110-138).

[ ](ii) Alternate I (JAN 2004) of 52.225-3.

[ ](iii) Alternate II (JAN 2004) of 52.225-3.

[ ](41) 52.225-5, Trade Agreements (NOV 2011) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[ ](42) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[ ](43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C.