12639519R0007.pdf

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Attached to: Peanut Standards Verification Federal contract opportunity
Solicitation number: 12639519R0007
Issued by: Department of Agriculture Agricultural Marketing Service Cotton and Tobacco Program

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File	Type	Posted
Q&A_2.pdf	PDF	Feb 12, 2019
Regulated_Peanut_Firms_By_Function_&_State_(version_1).xlsb.pdf	PDF	Feb 7, 2019
Regulated_Peanut_Firms_By_State.pdf	PDF	Feb 7, 2019
Q&A's.pdf	PDF	Feb 7, 2019

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SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

USDA-AMS-33SM

FREDERICKSBURG VA 22406

SUITE 101

100 RIVERSIDE PARKWAY

USDA AMS C&T

CODE 16. ADMINISTERED BYCODE

541690

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORUSDA-AMS-33SM

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

02/15/2019 1400 ET

01/15/2019

540-361-1126BEVERLY BROWN

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBERa. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

12639519R0007

5. SOLICITATION NUMBER

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

1 74OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

FREDERICKSBURG VA 22406

SUITE 101

100 RIVERSIDE PARKWAY

9. ISSUED BY

2. CONTRACT NO.

EFFECTIVE DATE

$15.00

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

USDA AMS C&T

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Tax ID Number: Not Available DUNS Number: Not Available Peanut Standards Verification Period of Performance: 04/01/2019 to 03/31/2024

001 Base Year: April 1, 2019 - March 31, 2020 1040 HR Project Manager Estimated hours per year: 1,040 Product/Service Code: R410 Product/Service Description: SUPPORT-

Continued ...

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

HEREIN, IS ACCEPTED AS TO ITEMS:

DATED

BEVERLY S. BROWN

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

PROFESSIONAL: PROGRAM

EVALUATION/REVIEW/DEVELOPMENT

002 Base Year: April 1, 2019 - March 31, 2020 12 MO

Peanut Standards Verification Services

Product/Service Code: R410

Product/Service Description: SUPPORT-

PROFESSIONAL: PROGRAM

EVALUATION/REVIEW/DEVELOPMENT

003 Option Year I: April 1, 2020 - March 31, 2021 1040 HR

Project Manager

Estimated hours per year: 1,040

Product/Service Code: R410

Product/Service Description: SUPPORT-

PROFESSIONAL: PROGRAM

EVALUATION/REVIEW/DEVELOPMENT

004 Option Year I: April 1, 2020 - March 31, 2021 12 MO

Peanut Standards Verification Services

Product/Service Code: R410

Product/Service Description: SUPPORT-

PROFESSIONAL: PROGRAM

EVALUATION/REVIEW/DEVELOPMENT

Continued ...

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

742 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 74

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

12639519R0007

005 Option Year II: April 1, 2021 - March 31, 2022 1040 HR

Project Manager

Estimated hours per year: 1,040

Product/Service Code: R410

Product/Service Description: SUPPORT-

PROFESSIONAL: PROGRAM

EVALUATION/REVIEW/DEVELOPMENT

006 Option Year II: April 1, 2021 - March 31, 2022 12 MO

Peanut Standards Verification Services

Product/Service Code: R410

Product/Service Description: SUPPORT-

PROFESSIONAL: PROGRAM

EVALUATION/REVIEW/DEVELOPMENT

007 Option Year III: April 1, 2022 - March 31, 2023 1040 HR

Project Manager

Estimated hours per year: 1,040

Product/Service Code: R410

Product/Service Description: SUPPORT-

PROFESSIONAL: PROGRAM

EVALUATION/REVIEW/DEVELOPMENT

008 Option Year III: April 1, 2022 - March 31, 2023 12 MO

Peanut Standards Verification Services

Product/Service Code: R410

Product/Service Description: SUPPORT-

PROFESSIONAL: PROGRAM

EVALUATION/REVIEW/DEVELOPMENT

009 Option Year IV: April 1, 2023 - March 31, 2024 1040 HR

Project Manager

Estimated hours per year: 1,040

Product/Service Code: R410

Product/Service Description: SUPPORT-

PROFESSIONAL: PROGRAM

EVALUATION/REVIEW/DEVELOPMENT

010 Option Year IV: April 1, 2023 - March 31, 2024 12 MO

Peanut Standards Verification Services

Product/Service Code: R410

Product/Service Description: SUPPORT-

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

Section C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT:

PEANUT STANDARDS VERIFICATION

STATEMENT OF WORK

C.1 BACKGROUND:

The Farm Security and Rural Investment Act of 2002 (Farm Bill) requires all peanuts marketed in the United States to be inspected and graded by Federal or Federal-State inspectors. Imported peanuts are subject to the same quality and handling standards as domestically produced peanuts. As provided under the Farm Bill, the Peanut Standards Board (Board), which is comprised of peanut industry members, consults with USDA on the establishment and revision of peanut standards. Peanuts in the United States are produced and marketed with the support of Department of Agriculture (USDA) agencies including the Agricultural Marketing Service (AMS) and the Farm Service Agency (FSA), as well as the Food and Drug Administration (FDA). Several State and private agencies assist locally throughout various parts of the marketing chain.

C.1.1 QUALITY AND STANDARDS:

The Minimum Quality and Handling Standards for Domestic and Imported Peanuts Marketed in the United States (Standards), as amended (7 CFR part 996), were established in 2002 and further modified in 2003, 2005, 2016, and 2018. The Standards regulate both the incoming quality of farmers’ stock peanuts and the outgoing quality of peanuts prepared for human consumption. The Standards are applicable to all peanuts produced in or imported into the United States. Grading and inspections are performed by Federal or Federal-State inspectors authorized by AMS, Specialty Crops Program (SCP), and Specialty Crops Inspection Division. Aflatoxin testing and certification is performed by USDA or USDA approved laboratories authorized by AMS, Science and Technology Program. Working closely with the AMS, SCP Marketing Order and Agreement Division (MOAD), which oversees the Standards, the contractor verifies compliance with the Standards through visits to handler facilities and review of inspection and certification documentation. The contractor prepares and forwards case referrals regarding violations to MOAD for enforcement action.

C.1.2 INCOMING AND OUTGOING INSPECTION PROCESSES:

After harvesting and field drying, “farmers stock” peanuts (harvested peanuts that have not been shelled, cleaned, or crushed) are delivered to a buying point. Buying points are facilities owned by handlers to acquire, inspect, and store peanuts delivered from producers. Buying points are usually located within a few miles of where the peanuts are harvested. Upon arrival, peanuts are inspected and graded to establish the field-run quality and value of the product.

Authorized Federal or Federal-State inspectors draw samples by inserting a pneumatic sampler (a long tube with a vacuum attached) into the peanuts in the wagon and withdrawing a representative quantity of peanuts according to a specified methodology. From this sample, the inspector determines the milled content, size of pods, percentage of damaged kernels, amount of foreign material, and kernel moisture content. These values are used to determine the grade and segregation of the incoming peanuts.

The Standards define three classifications of incoming peanuts: Segregation I, Segregation II, and Segregation III. The classifications refer to the amount of damage and defects found on the kernels.

Peanuts move on to the shelling process, where they are stored at handlers’ large, bulk warehouses. Upon removal from the warehouse, the peanuts are cleaned of stones, soil, bits of vines, and other foreign material. The cleaned peanuts then move by conveyor belt through a pre-sizer and onto shelling machines, in which the peanuts are forced through perforated grates, which separate the kernels from the shells.

Numerous shakers separate the kernels from the pods. The kernels are then passed over various screens where they are sorted by size into market grades. The kernels also pass over moisture meters to determine the average moisture content of the peanut kernels. The kernels are further inspected with electronic eyes, which eliminate the discolored or defective kernels, as well as any remaining foreign material.

Following the cleaning and shelling process, inspectors take samples of the “milled” product for use in the outgoing quality inspection. Imported lots are sampled and inspected at the port-of-entry or at some other location upon arrival in the U.S. All lots are tracked using positive lot identification (PLI) or other established traceability systems which follow the peanuts through the remaining inspection, testing, and marketing chain. The samples are analyzed for moisture, damage, defect, and foreign material. Additional samples are drawn and sent to USDA or USDA-approved laboratories for aflatoxin analysis. A total of up to three tests, as specified in § 996.40 of the Standards, may be required to determine whether the lot is “negative” for aflatoxin, meaning that the aflatoxin content is 15 parts per billion (ppb) or less. If so, the lot is certified and may be shipped for human consumption. Lots failing for grade or aflatoxin may be remilled or blanched, prior to retesting. Otherwise, failing lots are so identified and may be diverted for exempted uses, or may be exported.

C.1.3 ACCOUNTABILITY:

All peanut handlers, importers, remillers, and blanchers are required to maintain traceability on all products (passing and failing) that have been milled and blanched. Traceability must be maintained throughout production runs with specific lot codes, and there shall be complete linkage from raw material receipt through final disposition. Handlers and importers are required to maintain all relevant documentation on the disposition of inedible peanuts as part of their food safety traceability requirements. The documentation maintained must be sufficient to document and substantiate the proper disposition of all peanuts failing grade or aflatoxin quality standards.

The contractor monitors and tracks inspection results and outgoing grade and aflatoxin testing results (approximately 90,000 annually) electronically, or presents a plan for implementing practices to reduce the use of paper, as in accordance with the Paperwork Reduction Act of 1995. In addition, the contractor is responsible for monitoring and tracking the final disposition of imported lots and lots of exported U.S.

peanuts that are returned to the U.S.

C.1.4 VIOLATIONS:

It is a violation of the Standards for handlers or importers to receive or acquire peanuts intended for subsequent human consumption unless those peanuts have been inspected and certified as meeting the incoming quality requirements specified under § 996.30 of the Standards.

It is a violation of the Standards for handlers or importers to ship for human consumption shelled or cleaned inshell peanuts that have not been positive lot identified by an authorized inspector as required under § 996.40(a) of the Standards.

It is a violation of the Standards for handlers or importers to ship for human consumption peanuts that have not been chemically analyzed by a USDA or USDA-approved laboratory and certified “negative” as to aflatoxin as specified under §§ 996.31 – 996.60 of the Standards.

It is a violation of the Standards for handlers or importers to ship for human consumption peanuts that have not been inspected and certified as meeting the outgoing minimum quality requirements as specified under §§ 996.31 – 996.60 of the Standards.

It is a violation of the Standards for handlers or importers to fail to submit or maintain records as specified under § 996.71 of the Standards.

C.2 OBJECTIVE:

The contractor’s primary objective is to verify handler and importer compliance with the established Standards.

C.3 SCOPE:

AMS provides program oversight and requires the services of a private contractor (contractor) for verification of compliance with the Standards. The contractor will be responsible for performing the required duties as listed below under accountability, compliance, and violations.

C.3.1 ACCOUNTABILITY:

The contractor must be able to obtain proof in the form of documentation from the peanut handler that supports the final disposition of failing and remilled lots as part of an audit or an investigation into an alleged violation. The contractor will maintain an electronic database capable of tracking all aflatoxin testing and grade results, from all handlers, detailing the meeting and failing outgoing quality requirements for all peanuts, or implement practices to reduce the use of paper, as in accordance with the Paperwork Reduction Act of 1995. The contractor will be responsible for generating and submitting reports from the database for all aflatoxin testing and grade results to MOAD electronically.

C.3.2 COMPLIANCE:

The contractor’s compliance efforts focus on ensuring that failing and non-edible quality grades of peanuts do not enter the human consumption marketing chain. Periodic audit verifications of shelling plants, blanchers, and crushers is a necessary component of the compliance program.

The frequency of visits to handler facilities depends upon the size of the operation, its activities, and recent history of compliance issues. Regular communications between the inspectors and the contractor is essential in monitoring the activities at different handler operations.

C.3.3 VIOLATIONS:

The contractor is responsible for investigating all complaints of alleged violations. The contractor must maintain an electronic internal record keeping system of complaints received and electronically document follow-up actions taken, and final disposition.

The contractor must report all violation cases to AMS even if the handler or importer took corrective action. The contractor will send violation cases to AMS as case referrals, in electronic format, for review and potential action immediately after substantiating the violations. Referrals should include sufficient information to describe all of the facts of the case and provide all of the necessary documentation to substantiate the violation on its merits. The contractor must ensure that adequate evidence or exhibits have been collected that support the allegations.

C.4 CONTRACTOR DUTIES AND RESPONSIBILITIES:

1. Compliance Oversight:

a. Conducts handler visits as needed to observe and confirm compliance with the Peanut

Standards;

b. Ensures blanchers and remillers are in compliance with the Standards (includes providing

AMS with reports)

c. Observes cold storage areas and loading docks, if applicable

d. Conducts handler audits.

e. Receives, investigates, documents, and electronically reports to AMS complaints of violations;

f. Prepares correspondence relating to compliance and/or enforcement activities, such as reports of compliance activity for organizations, recommendations for corrective actions, or other correspondence as per AMS guidance;

g. Tracks and monitors compliance of all outgoing peanut inspection certificates;

h. Tracks and maintains electronic records of all aflatoxin lab certificates;

i. Monitors compliance of lots re-designated as non-edible (including incoming inspection certificates);

j. Monitors compliance of AMS policies and discusses compliance issues with handlers and AMS MOAD personnel;

2. Reporting and Record Keeping Responsibilities:

a. Assembles, compiles, and analyzes all information necessary in connection with the performance of the official duties of the contractor;

b. Keeps any Personally Identifiable Information (PII) confidential;

c. Maintains all books and records in accordance with AMS policies and procedures;

d. Prepares and completes monthly financial statements regarding expenditures and billing under the contract and submits an annual budget to AMS;

e. Employs periodic updates in technology to ensure timely and efficient reporting of requested information, and for the tracking of compliance efforts.

f. Documents are handled electronically or practices to reduce the use of paper are implemented, as in accordance with the Paperwork Reduction Act of 1995.

g. Prepares and submits electronic reports regarding compliance activities, including, but not limited to, the number of handler visits, failed certificates reviewed, and corrective actions taken on a monthly basis (including quarterly reports for the FDA).

3. Program Consultation and Updates:

a. Consults with AMS regarding the potential impacts of adjustments to the Standards in terms of compliance.

b. Visits with MOAD to review and evaluate the work specified in the contract, including, but not limited to, two in person visits with MOAD’s Winter Haven, Florida office, and one in person visit with MOAD’s Washington, D.C-based staff each year.

c. Updates MOAD on changes and improvements to document retention, communication, and database technologies.

d. Provides background information regarding the status of the industry and the contract as requested.

e. Notifies and seeks AMS approval regarding any request for information from outside sources.

4. Enforcement Activities:

a. Prepares and submits case referral reports in a timely manner for enforcement purposes by AMS;

b. Provides AMS with additional information on compliance cases, upon request.

Clauses:

D.1 FAR 52.212-4 Contract Terms and Conditions - Commercial Items. (OCT 2018)

(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 postacceptance 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.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, 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-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer- Other Than System for Award Management), or applicable agency procedures.

(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.

(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;

(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 41 U.S.C. 7109, 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 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. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C.

2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 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, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations 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; and (9) the specification.

(t) Removed and reserved.

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

D.2 FAR 52.212-4 Contract Terms and Conditions-Commercial Items (Oct 2018)

(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 Government-wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR52.233-1, 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 FAR52.202-1, Definitions, is incorporated herein by reference.

(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, 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- System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(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 5CFR Part1315.

(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 5CFR Part1315.

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

(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;

(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 41 U.S.C. 7109, 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–