17-249-SOL-00001_Janitorial_Services.pdf

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

Tucson AZ 85746 7900 S. J. Stock Road Tucson Area Office

CODE 16. ADMINISTERED BYCODE

X

X

X

561720

SIZE STANDARD:

100.00 % FOR:SET ASIDE:UNRESTRICTED OR39

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

04/28/2017 1700 MS

04/10/2017

MARILYN COWBOY

(No collect calls)

INFORMATION CALL:

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

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

17-249-SOL-00001

5. SOLICITATION NUMBER

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

1 2 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

Tucson AZ 85746 7900 S. J. Stock Road

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$18.00

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)

Tucson Area Office

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.

The fixed-firm price contract shall provide Janitorial services for six (6) federally occupied buildings totaling 8,023 square feet of space located on the Tucson Area Indian Health Service (TAIHS) compound located at 7900 S. J Stock Road, Tucson, Arizona 85746. The Contractor shall provide all personnel, transportation, cleaning supplies, equipment and materials to provide Janitorial services.

An organized site visit has been schedule for (Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

MARILYN COWBOY

. 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

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. ADDEND

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.

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.

Thursday, April 13 at 10:00 a.m. Participants will meet at: San Xavier Compound, North Parking

Lot after Security Guard Shack. Any questions prior to or concerning this site visit may be directed to Martin Smith at 520/295-5629 or

Marilyn Cowboy at 520/295-2457.

See additional pages for additional information terms and conditions.

Only one award will be made for this solicitation.

Period of Performance: 05/26/2017 to 09/30/2017

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

2 2 of

17-249-SOL-00001

Janitorial Services

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PART I – THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 PURPOSE OF CONTRACT:

This firm fixed contract shall provide Janitorial services for six (6) federally occupied buildings totaling 8,023 square feet of space located on the Tucson Area Indian Health Service (TAIHS) compound located at 7900 S. J Stock Road, Tucson, Arizona 85746. The Contractor shall provide all personnel, transportation, cleaning supplies, equipment and materials to provide Janitorial services.

B.2 SCHEDULE OF FEES:

Unit prices are inclusive of all necessary personnel, transportation, cleaning supplies, equipment and materials as required, except as provided by the Government to provide Janitorial services.

A. BASE PERIOD: April 01, 2017 – March 31, 2018

LOCATION

QUANTITY

DESCRIPTION

UNIT

PRICE

TOTAL

Janitorial Services 12 Months $ $

GRAND TOTAL $

B. OPTION YEAR I: April 01, 2018 – March 31, 2019

C. OPTION YEAR II: April 01, 2019 – March 31, 2020

D. OPTION YEAR III: April 01, 2020 – March 31, 2021

E. OPTION YEAR IV: April 01, 2021 – March 31, 2022

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F. RECAP: BASE PERIOD: $

OPTION YEAR I $

OPTION YEAR II $

OPTION YEAR III $

OPTION YEAR IV $

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SECTION C – DESCRIPTION/SPECIFICATION/STATEMENT OF WORK

C.1 STATEMENT OF WORK:

A. The Contractor shall provide Janitorial services to six (6) federally occupied buildings which includes 30 office spaces and seven (7) restroom space totaling 8,023 square feet of space. (Exact measurements are specified in Attachment No. 1). The buildings are located at 7900 S. J Stock Road, Tucson, Arizona 84746.

B. The Contractor shall complete the services each day the facility is open, Monday through Friday and (with the exception of Federal holidays). The Contractor shall begin the work day at 12:00 pm and work shall be completed by 5:00 pm each day.

C. The Contractor shall provide all necessary personnel, transportation, cleaning supplies, equipment and materials as required except as provided by the Government to provide Janitorial services. The Government shall provide Restock Supplies such as soap, paper towels, can liners and toilet paper. The Contractor shall notify the Contracting Officer’s Representative (COR) or Contracting Officer (CO) when supplies are low and need to be reordered.

D. Walls, carpet and upholstery in poor condition will be noted at the beginning of the contract period. The Contractor will not be held responsible for existing spots and worn, damaged furniture or carpet stains.

GENERAL OFFICE AREAS:

The following duties shall be done on a daily basis:

1. Empty wastebaskets and remove all trash to designated disposal areas.

2. Replace liners in wastebaskets.

3. Spot Clean Receptacle.

The following duties shall be done one a weekly basis. The Contractor shall coordinate with the COR a specific day for the duties to be completed.

1. Spot clean walls, light switches, window frames and doors.

2. Remove recyclable items to designated recycling dumpster located outside of SX-1.

3. Clean hard surfaces of all furniture and brush or vacuum upholstered furniture.

4. Damp mop and shine all hard and resilient flooring, ceramic tile flooring and baseboard.

5. Dust all unobstructed desks, counters, furniture, filing cabinets, chairs, tables and horizontal surfaces including sills, ledges, moldings, shelves, etc.

6. Vacuum carpeting wall to wall. Spot clean as needed.

The following duties shall be done one a monthly basis. The Contractor shall coordinate

1. If present, dust/vacuum any window coverings. The Contractor shall clean all debris and dispose properly.

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2. Dust/vacuum Heating Ventilation Air Conditioning (HVAC) ventilation grills/grates.

The Contractor shall clean all debris and dispose properly.

CORRIDORS AND BREAKROOMS:

1. Damp mop and shine all hard and resilient flooring.

2. Vacuum carpeted surfaces. Spot clean as needed.

3. Clean and disinfect water dispensers, coffee machine areas, counter tops, tables, sink and fixtures.

4. Dust and spot clean baseboards.

1. Dust and spot clean walls, fixtures, light switches, door jambs and window frames.

2. Dust/vacuum HVAC ventilation grills. The Contractor shall clean all debris and dispose properly.

RESTROOMS:

1. Empty waste receptacles and remove all trash to designated dumpster. Replace liner and spot clean receptacles.

2. Spot clean restroom walls, mirrors, light switches, and doors.

3. Sweep and wet mop using a disinfecting cleaner.

4. Clean all fixtures, toilets, urinals, walls surfaces adjacent to the toilet, washbasins and waste receptacles using a disinfecting cleaner.

5. Clean, sanitize and polish all metal bright work.

6. Check supply of all paper towels, toilet paper, hand soap and refill as necessary.

7. Sanitary napkin receptacles shall be emptied, cleaned, disinfected and provided with new liner.

The following duties shall be done one a weekly basis. The Contractor shall coordinate with the COR a specific day for the duties to be completed.

1. Clean all mirrors.

2. Remove scale or mineral deposits in the toilets and sinks.

1. Dust/vacuum HVAC ventilation grills. The Contractor shall clean all debris and dispose properly.

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DRINKING WATER DISPENSERS: (6 FIXTURES)

1. The Contactor shall remove all scale and thoroughly disinfect the entire fixture on a weekly basis.

C.2 QUALITY STANDARDS:

A. Frequency: Frequency requirements are minimum requirements. All duties are to be performed as frequently as specified and as needed to maintain a clean condition. For example, tasks that are designated “Daily” are to be performed each day.

B. General Standards: The achievement of the desired standard of cleanliness will result in an almost complete absence of visible soil. In order to maintain the facilities in this condition, the Contractor shall remove any visible soil which is found as a result of inspection. For purposes of definition, absence of visible soil shall be as follows:

1. Absence of dust on horizontal and vertical surfaces of floors, walls, ledges, furniture and equipment.

2. Absence of litter and trash on floor and horizontal surfaces.

3. Absence of finger marks, spots and soil build-up on walls, partitions, doors, dividers, etc.

4. Absence of encrustation, soil, and wax build-up on floors, particularly in corners, along baseboards, around door jambs, and around furniture and equipment legs and bases.

5. Absence of soil, scale and stain on restroom fixtures, drains, taps, faucets, soap dispensers, paper dispensers, mirrors, ledges and drinking water dispensers.

6. Absence of soil, stain and scale on restroom floors and baseboards. Tile and grout maintained free of stain and buildup.

7. Absence of dust, lint and litter on upholstered furniture.

8. Absence of soil, litter, dust and encrustations on furniture and equipment surfaces and legs.

9. Absence of soil, litter, dust, and encrustation in wastebaskets and trash containers.

10. Absence of marks, spots, stains and streaks on glass and mirrors.

11. Absence of soil and dust on window blinds, shades, sills, frames and ledges.

12. Absence of other visible soil and cobwebs on horizontal surfaces, including ceilings.

13. Absence of trash in building.

14. Absence of soil, litter, debris and spots on all carpets, mats, and floors.

C. Damp mopping: Floors shall be free of streaks, mop strand marks, and skipped areas.

Walls, baseboards, and other surfaces shall be free of splash stains and markings from the equipment.

D. Solid waste collection: All solid waste in the building shall be collected and removed to designated dumpsters.

E. Wet mopping: Floors shall be free of streaks, mop strand marks, and skipped areas.

Walls, baseboards, and other surfaces shall be free of splash stains and markings from the

8 | P a g e equipment. Mops and buckets will be emptied and thoroughly rinsed immediately after use in restrooms and before use in any other area.

F. Spot cleaning: Smudges, marks or spots shall be removed without causing discoloration of the surface.

G. Dusting: Corners, crevices, moldings, and ledges shall be free of dirt, debris, and dust.

Furniture will be dusted around computers.

H. Furniture moving: When necessary for the Contractor to move furniture and furnishings, it will be done with extreme care and furniture returned to original positions.

I. Contractor’s Equipment: The Contractor’s equipment shall be stored only in areas designated by the COR to ensure equipment is stored in a clean, orderly and safe condition.

J. Materials and Equipment: The Contractor shall use cleaning products and equipment which are effective and safe for fixtures, furnishings, and finishes in their particular applications. The supplies, materials and equipment provided by the Contractor shall conform to the requirements of “Appendix A – Supplies, Materials and Equipment to be provided by the Contractor” (Attachment No. 2). The CO\COR may require the Contractor to select an alternative cleaning product or piece of equipment if the use of that particular product or piece of equipment is ineffective or tends to cause damage to or deterioration of fixtures, furnishings, or finishes in the use being made of it. Cleaning products should be in clearly marked containers.

K. Level of care: The Contractor shall exercise due care at all times to ensure that cleaning products and practices do not cause damage to finishes, furnishings, or fixtures. The Contractor shall restore to good condition any items damaged from lack of due care by Contractors employees.

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SECTION D – PACKAGING AND MARKING

FOR THIS CONTRACT, THERE ARE NO CLAUSES FOR THIS SECTION

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SECTION E - INSPECTION AND ACCEPTANCE

E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address www.acquisition.gov/far/ (if specified) for electronic access to the full text of a clause.

TITLE

NUMBER FEDERAL ACQUISITION REGULATION (48 CFR Chapter 1) DATE

52.246-4 INSPECTION OF SERVICES--FIXED-PRICE AUG 1996

http://www.acquisition.gov/far/

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SECTION F – DELIVERIES OR PEFORMANCE

F.1 PERIOD OF PERFORMANCE:

Performance period of this contract is estimated to begin on April 01, 2017 and shall not extend beyond the completion date of March 31, 2018 (base year) plus four (4) option years, unless the period is changed by written modification of the contract issued and signed by the Contracting Officer. If the Government exercises its option to renew pursuant to FAR Clause No. 52.217-9, Option to Extend the Term of the Contract, the following schedule shall prevail:

Option Year I: April 01, 2018 – March 31, 2019 Option Year II: April 01, 2019 – March 31, 2020 Option Year III: April 01, 2020 – March 31, 2021 Option Year IV: April 01, 2021 – March 31, 2022

F.2 PERFORMANCE CONDITIONS:

A. This contract is a non-personal service contract, as defined in FAR 37.101, under which the Contractor is an independent contractor;

B. The Contractor shall perform the required services described herein independently of

Government supervision.

C. None of the services furnished under this contract shall be subcontracted or transferred to another provider or organization without the specific prior written approval of the Contracting Officer.

D. The Contractor’s employees shall not enter the facility except to perform their work and should not bring unauthorized personnel or family members into the facility during their contract work hours.

E. The Contractor’s employees are not to disturb private areas such as desktops, drawers, lockers, food or mail slots, nor are they allowed to use Government computers, fax, or telephones except as needed to perform their work.

F. The Contractor’s employees are not expected to tidy up after staff – arranging papers, turning off computers or washing dishes.

G. The Contractor shall notify the COR of any identified problems such as leaks, damage, health risk or needed repairs.

H. The Contractor’s employees are expected to be able to read and interpret labels on cleaning products and observe safe use for handling of cleaning products.

I. The Contractor shall continue to provide services should an employee be sick or on vacation.

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J. The Contractor’s employees shall exercise due care at all times to ensure that cleaning products and practices do not cause damage to finishes, furnishing or fixtures. The Contractor shall restore to good condition any times damaged from lack of due care by Contractor employees.

F.3 SITE VISIT:

An organized site visit has been scheduled for Thursday, April 13, 2017 at 10:00am. Participants will meet at: San Xavier Compound, North Parking Lot after Security Guard Shack. Any questions prior to or concerning this site visit may be directed to Martin Smith at 520/295-5629 or Marilyn Cowboy at 520/295-2457.

F.4 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address www.acquisition.gov/far/ (if specified) for electronic access to the full text of a clause.

TITLE

NUMBER FEDERAL ACQUISITION REGULATION (48 CFR Chapter 1) DATE

52.242-15 STOP-WORK ORDER AUG 1989

http://www.acquisition.gov/far/

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SECTION G – CONTRACT ADMINISTRATION DATA

G.1 CONTRACTING OFFICER RESPONSIBILITY:

Authority to negotiate change in terms, conditions or amounts cited in the order is reserved for the Contracting Officer.

G.2 CONTRACTING OFFICER’S REPRESENTATIVE (COR):

Martin Smith, Director of Environmental Health, 520/295-5629 is delegated as the Contracting Officer’s Representative (COR) representing the Government for the purpose of this contract. A copy of this designation will be provided to the Contractor. The major responsibility of the COR is to ensure contractor accountability, monitoring contract performance, and assist the Contractor in the resolution of program problems encountered during the performance of this contract. Other duties specifically delegated are as follows:

Interpreting the statement of work.

Recommending to the Contracting Officer changes in requirements.

Performing technical inspections and acceptances.

Receiving and processing invoices for payment.

G.3 METHOD OF PAYMENT/INVOICE SUBMISSION:

A. Payment shall be made in arrears;

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

C. Upon receipt of the Contractor’s properly prepared invoice, the COR is responsible for certifying the invoice for acceptance of services and contacting a UFMS receiver to request a receiving receipt.

D. Improperly prepared invoices will be returned to the Contractor resulting in delayed payment. The following shall constitute a “proper” invoice.

Name of Vendor Invoice Date Government Contract No. (Purchase Order No.)

Description, price, and quantity of goods and services rendered Shipping and payment terms Taxpayer Identification Number (TIN), EIN or Social Security Number Data Universal Numbering System (DUNS) number (to ensure payment is made to the correct bank account) and vendor mailing address, as provided in the System for Award Management (SAM).

Vendor contact name, title and telephone number

Invoices shall be submitted to the following address:

Tucson Area Indian Health Service Attn: Vivian Draper, Financial Management Branch 7900 S. J Stock Road

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Tucson, Arizona 85746 Or via electronically at: vivian.draper@ihs.gov

Also, a copy should be sent to the COR via electronically at: martin.smith@ihs.gov

G.4 BACKGROUND INVESTGATIONS:

Background investigations must be initiated before the Contractor and its employees can start providing services. An individual investigation will be required for each Contractor employee working at this facility under this actions and must be cleared prior to the start of work.

A completed package of the required forms will be necessary for all Contractors and personnel thereof through this contract as determined by Human Resources Department, Tucson Area Indian Health Service.

G.5 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 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 under the Service Contract Act of laborers to be employed under this contract. Wage Determination No.

2015-5473 (Revision #1, dated 01/25/2017) (Attachment No. 3) is incorporated into this contract pursuant to the Federal Acquisition Regulation (FAR) 22.1108-2.

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

G.6 TAXES:

The Government is tax exempt under A.R.S. 42-5063.C.3(b), 42-5067.B.1, 42-5065.B.2(b), 42- 5066.B.3(b), 42-5074.B.8, 42-5071.B.2(a), 42-5061.A.25(b), and 42-5159.A.13(d), STATE OF ARIZONA DEPARTMENT OF REVENUE. (Certificate available upon request.)

mailto:vivian.draper@ihs.gov mailto:martin.smith@ihs.gov

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PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address www.acquisition.gov/far/ (if specified) for electronic access to the full text of a clause.

52.212-4 Contract Terms and Conditions – Commercial Items JAN 2017 52.249-8 Default –Fixed Price (Supply and Service) APR 1984

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (JAN 2017):

(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 re performance of nonconforming services at no increase in contract price. If repair/replacement or re performance 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 Government-wide 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 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 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

16 | P a g e 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.

(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.

(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— https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358

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(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) 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.

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(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.

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(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(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 SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM 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 SAM database to ensure it is current, accurate and complete.

Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(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 SAM 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 SAM 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 SAM 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 SAM database.

Information provided to the Contractor’s SAM 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 SAM accessed through https://www.acquisition.gov.

(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.

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(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)

Alternate I (JAN 2017). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(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

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(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.);

(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.

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(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…