RFQ_2016_Q_66066.doc

PAGE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

HCVLDC 2016 02116

PAGE 1 OF

2. CONTRACT NO.

200-2016-92190

3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

2016-Q-66066

6. SOLICITATION

ISSUE DATE

09/02/2016

Gordon D. Barritt

b. TELEPHONE NUMBER (No collect calls)

(770) 488-2724

8. OFFER DUE DATE/

LOCAL TIME

09/09/2016

12. DISCOUNT TERMS

FORMTEXT

Centers for Disease Control and Prevention

Office of Acquisition Services (OAS)

2920 Brandywine Rd, RM 3000

Atlanta, GA 30341-5539

X SET ASIDE:

SIC: 541611

SIZE STANDARD:

X SEE SCHEDULE

UNDER DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

X RFQ

Centers for Disease Control and Prevention

Office of Acquisition Services (OAS)

2920 Brandywine Rd, RM 3000

Atlanta, GA 30341-5539

IMS HEALTH INCORPORATED

100 IMS DR

PARSIPPANY, NJ 07054-2957

Centers for Disease Control and Prevention (FMO)

PO Box 15580 404-718-8100

Atlanta, GA 30333-0080

TELEPHONE NO.

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

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

“See Continuation Page”

(Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

93906BZ 2526 2016 75-16-0949 5614F11101

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

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

29.

AWARD OF CONTRACT: REFERENCE

DATED

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

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (Type or print)

Gordon D Barritt 31c. DATE SIGNED

FORMTEXT

RECEIVED

32b. SIGNATURE OF AUTHORIZED GOV’T REPRESENTATIVE 32c. DATE

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

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

38. S/R ACCOUNT NUMBER

39. S/R VOUCHER NUMBER

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC’D 42d. TOTAL CONTAINERS

40. PAID BY

AUTHORIZED FOR LOCAL REPRODUCTION

SEE REVERSE FOR OMB CONTROL NUMBER AND PAPERWORK BURDEN STATEMENT STANDARD FORM 1449 (10-95)

TABLE OF CONTENTS

SECTION B - CONTINUATION OF SF1449

Data as outlined in SOW for FY 2016

Period of Performance 9/16/2016 - 9/15/2017

Fixed Price 1 Each

Option 1 option year 1 data Items:

Data as outlined in SOW for FY 2017

Period of Performance 9/16/2017 - 9/15/2018

1 Each

Option 2 option year 2 data Items:

Data as outlined in SOW for FY 2018

Period of Performance 9/16/2018 - 9/15/2019

1 Each

Option 3 option year 3 data Items:

Data as outlined in SOW for FY 2019

Period of Performance 9/16/2019 - 9/15/2020

1 Each

Option 4 option year 4 data Items:

Data as outlined in SOW for FY 2020

Period of Performance 9/16/2020 - 9/15/2021

1 Each

Expanding the Knowledge of Medication Use in the United States and Internationally

I. SCOPE OF WORK

The Contractor shall provide customized extracts or access to the data as outlined in the technical requirements. Where applicable, this data must be an exact match in terms of variables and format to any data previously acquired by the government. The Contractor will support the analyses of the data in collaboration with CDC as necessary as well as contribute to interpretation of data and authorship of any articles, primarily in describing how the data was collected and appropriate data analysis methods.

II. DETAILED TECHNICAL REQUIREMENTS

Base Period Task 1: Provide custom, nationally representative data extract of Xponent database from 1/1/2015-12/31/2015.

The data will include:

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient.

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area, to be defined by the county where the medication was dispensed.

Task 2: Provide data (all variables and all records) from The National Disease and Therapeutic Index™ (NDTI) from 1/1/2015-12/31/2015.

The data will include:

· All records for all patients, prescriptions and diagnoses for NDTI data as received previously Task 3: Provide up to six custom data extracts of Xponent database specific to a single state from 1/1/2015-12/31/2015.

The data will include:

· Identical layout and variables as the larger data extract as specified in Task 1. CDC will identify the states to be the subject of the Xponent database extract.

Task 4: Provide data extract from the Long-Term Care Pharmacy dataset from 1/1/2014-12/31/2015.

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area will be defined by the county where the medication was dispensed

· Payment type

· Specific LTC setting

Task 5: Provide data extract from the National Prescription Audit (NPA), from 1/1/2010-12/31/2015.

The data will include:

· Medications dispensed by retail pharmacies, mail order pharmacies, hospital outpatient pharmacies, long-term care facilities (e.g., nursing homes, skilled nurse facilities)

· Units of measure:

· Prescriptions (new and refill)

· Unique recipients of dispensed medications

· Dispensed units (number of pills /days supply)

· Active ingredient

· Dispensing date

· Patient age & sex

· Payment type

· Physician Specialty; Costs

· Dose form (e.g., oral vs. injectable vs. topical);

· Dispensing setting

Task 6: Provide data extract from MIDAS, a data platform for assessing worldwide healthcare markets, from 1/1/2015-12/31/2015.

The data will include:

· Country name

· All patients prescribed an anti-infective (oral and injectable)

· Patient age and sex

· Physician specialty

Option Period 1 Task 1: Provide custom, nationally representative data extract of Xponent database from 1/1/2016-12/31/2016.

The data will include:

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient.

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area, to be defined by the county where the medication was dispensed.

Task 2: Provide data (all variables and all records) from The National Disease and Therapeutic Index™ (NDTI) from 1/1/2016-12/31/2016.

The data will include:

· All records for all patients, prescriptions and diagnoses for NDTI data as received previously Task 3: Provide up to six custom data extracts of Xponent database specific to a single state from 1/1/2016-12/31/2016.

· Identical layout and variables as the larger data extract as specified in Task 1. CDC will identify the states to be the subject of the Xponent database extract.

Task 4: Provide data extract from the Long-Term Care Pharmacy dataset from 1/1/2016-12/31/2016.

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area will be defined by the county where the medication was dispensed

· Payment type

· Specific LTC setting

Task 5: Provide data extract from the National Prescription Audit (NPA), from 1/1/2016-12/31/2016.

The data will include:

· Medications dispensed by retail pharmacies, mail order pharmacies, hospital outpatient pharmacies, long-term care facilities (e.g., nursing homes, skilled nurse facilities)

· Units of measure:

· Prescriptions (new and refill)

· Unique recipients of dispensed medications

· Dispensed units (number of pills /days supply)

· Active ingredient

· Dispensing date

· Patient age & sex

· Payment type

· Physician Specialty; Costs

· Dose form (e.g., oral vs. injectable vs. topical);

· Dispensing setting

Task 6: Provide data extract from MIDAS, a data platform for assessing worldwide healthcare markets, from 1/1/2016-12/31/2016.

The data will include:

· Country name

· All patients prescribed an anti-infective (oral and injectable)

· Patient age and sex

· Physician specialty

Option Period 2 Task 1: Provide custom, nationally representative data extract of Xponent database from 1/1/2017-12/31/2017.

The data will include:

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient.

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area, to be defined by the county where the medication was dispensed.

Task 2: Provide data (all variables and all records) from The National Disease and Therapeutic Index™ (NDTI) from 1/1/2017-12/31/2017.

The data will include:

· All records for all patients, prescriptions and diagnoses for NDTI data as received previously Task 3: Provide up to six custom data extracts of Xponent database specific to a single state from 1/1/2017-12/31/2017.

· Identical layout and variables as the larger data extract as specified in Task 1. CDC will identify the states to be the subject of the Xponent database extract.

Task 4: Provide data extract from the Long-Term Care Pharmacy dataset from 1/1/2017-12/31/2017.

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area will be defined by the county where the medication was dispensed

· Payment type

· Specific LTC setting

Task 5: Provide data extract from the National Prescription Audit (NPA), from 1/1/2017-12/31/2017.

The data will include:

· Medications dispensed by retail pharmacies, mail order pharmacies, hospital outpatient pharmacies, long-term care facilities (e.g., nursing homes, skilled nurse facilities)

· Units of measure:

· Prescriptions (new and refill)

· Unique recipients of dispensed medications

· Dispensed units (number of pills /days supply)

· Active ingredient

· Dispensing date

· Patient age & sex

· Payment type

· Physician Specialty; Costs

· Dose form (e.g., oral vs. injectable vs. topical);

· Dispensing setting

Task 6: Provide data extract from MIDAS, a data platform for assessing worldwide healthcare markets, from 1/1/2017-12/31/2017.

The data will include:

· Country name

· All patients prescribed an anti-infective (oral and injectable)

· Patient age and sex

· Physician specialty

Option Period 3 Task 1: Provide custom, nationally representative data extract of Xponent database from 1/1/2018-12/31/2018.

The data will include:

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient.

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area, to be defined by the county where the medication was dispensed.

Task 2: Provide data (all variables and all records) from The National Disease and Therapeutic Index™ (NDTI) from 1/1/2018-12/31/2018.

The data will include:

· All records for all patients, prescriptions and diagnoses for NDTI data as received previously Task 3: Provide up to six custom data extracts of Xponent database specific to a single state from 1/1/2018-12/31/2018.

· Identical layout and variables as the larger data extract as specified in Task 1. CDC will identify the states to be the subject of the Xponent database extract.

Task 4: Provide data extract from the Long-Term Care Pharmacy dataset from 1/1/2018-12/31/2018.

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area will be defined by the county where the medication was dispensed

· Payment type

· Specific LTC setting

Task 5: Provide data extract from the National Prescription Audit (NPA), from 1/1/2018-12/31/2018.

The data will include:

· Medications dispensed by retail pharmacies, mail order pharmacies, hospital outpatient pharmacies, long-term care facilities (e.g., nursing homes, skilled nurse facilities)

· Units of measure:

· Prescriptions (new and refill)

· Unique recipients of dispensed medications

· Dispensed units (number of pills /days supply)

· Active ingredient

· Dispensing date

· Patient age & sex

· Payment type

· Physician Specialty; Costs

· Dose form (e.g., oral vs. injectable vs. topical);

· Dispensing setting

Task 6: Provide data extract from MIDAS, a data platform for assessing worldwide healthcare markets, from 1/1/2018-12/31/2018.

The data will include:

· Country name

· All patients prescribed an anti-infective (oral and injectable)

· Patient age and sex

· Physician specialty

Option Period 4 Task 1: Provide custom, nationally representative data extract of Xponent database from 1/1/2019-12/31/2019.

The data will include:

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient.

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area, to be defined by the county where the medication was dispensed.

Task 2: Provide data (all variables and all records) from The National Disease and Therapeutic Index™ (NDTI) from 1/1/2019-12/31/2019.

The data will include:

· All records for all patients, prescriptions and diagnoses for NDTI data as received previously Task 3: Provide up to six custom data extracts of Xponent database specific to a single state from 1/1/2019-12/31/2019.

· Identical layout and variables as the larger data extract as specified in Task 1. CDC will identify the states to be the subject of the Xponent database extract.

Task 4: Provide data extract from the Long-Term Care Pharmacy dataset from 1/1/2019-12/31/2019.

· All patients prescribed an anti-infective

· Oral and injectable acute anti-infectives

· Sex of patient

· Patient age, to be categorized by the following standardized categories (0-2, 3-9, 10-19, 20-39, 40-59, 60-64, 65-74, 75-84, 85+, unknown)

· Physician specialty, to be defined according to the American Medical Association, and categorized into 17 categories relevant to outpatient prescribing as specified by CDC.

· Anti-infective classes, to be defined by CDC according to IMS Health categories USC2 to USC5.

· Geographic area will be defined by the county where the medication was dispensed

· Payment type

· Specific LTC setting

Task 5: Provide data extract from the National Prescription Audit (NPA), from 1/1/2019-12/31/2019.

The data will include:

· Medications dispensed by retail pharmacies, mail order pharmacies, hospital outpatient pharmacies, long-term care facilities (e.g., nursing homes, skilled nurse facilities)

· Units of measure:

· Prescriptions (new and refill)

· Unique recipients of dispensed medications

· Dispensed units (number of pills /days supply)

· Active ingredient

· Dispensing date

· Patient age & sex

· Payment type

· Physician Specialty; Costs

· Dose form (e.g., oral vs. injectable vs. topical);

· Dispensing setting

Task 6: Provide data extract from MIDAS, a data platform for assessing worldwide healthcare markets, from 1/1/2019-12/31/2019.

The data will include:

· Country name

· All patients prescribed an anti-infective (oral and injectable)

· Patient age and sex

· Physician specialty

III. DELIVERABLE SCHEDULE – Base Period

DELIVERABLE SCHEDULE – OPTION PERIOD 1

DELIVERABLE SCHEDULE – OPTION PERIOD 2

DELIVERABLE SCHEDULE – OPTION PERIOD 3

DELIVERABLE SCHEDULE – OPTION PERIOD 4

IV. GOVERNMENT FURNISHED PROPERTY

No government-furnished property will be supplied to the contractor.

V. PERIOD OF PERFORMANCE

This procurement is for a base period of 12 months and four 12 month option periods, tentatively estimated to begin on September 16, 2016.

Contractng Officers Representative/Project officer

Contracting Officers Representative:

Rachel Kossover

Division of Healthcare Quality Promotion

Centers for Disease Control and Prevention

1600 Clifton Road, MS A-31

Atlanta, GA 30329

Gvb7@cdc.gov; 404-639-4352

Project Officer:

Lauri Hicks, DO

Director, Office of Antibiotic Stewardship

Division of Healthcare Quality Promotion

Centers for Disease Control and Prevention

1600 Clifton Road, MS A-31

Atlanta, GA 30329

LHicks@cdc.gov; 404-639-2204

VI. The Contractor shall demonstrate the following experience requirements:

· A proven history of providing large, customized data sets to researchers focused on public health and specifically characterizing antibiotic use in the outpatient setting;

· The ability to provide individual and customized data products that include:

· A nationally representative sample of outpatient antibiotic prescriptions filled in the United States;

· Data representing visits to U.S. physicians that include details on diagnoses and prescriptions;

· Long-term care pharmacy data;

· International antibiotic prescribing data;

· Comprehensive data on all medicaitons prescribed in the United States, in multiple healthcare settings

· Key personnel, including analytic support, with experience in working with public health entitites

· Senior staff will have been authors or co-authors on peer-reviewed publications using their available data sources to investigate and explore topics of interest to public health, including antibiotic utilization, medication overuse and adverse drug events, and prescription drug use in nursing homes.

SECTION C - CONTRACT CLAUSES

52.212-4 -- Contract Terms and Conditions -- Commercial Items (May 2015)

(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 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, 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— 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—

(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 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 at 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.

(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 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 of the FAR;

(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 FAR 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 Use 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)

Alternate I (May 2014) 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

(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 contractor a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments.

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

(i) Hourly rate.

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

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

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

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

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

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

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

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

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the--

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

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

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

(1) Obtain materials at the most advantageous prices available with due regard…