36C24225Q0030 Combined Synopsis Solicitation Commercial Products and Commercial Services 10.9.2024.pdf

Combined Synopsis-Solicitation for Commercial Products and Commercial Services

Combined Synopsis-Solicitation 36C24225Q0030

Description

This is a combined synopsis/solicitation for commercial products and commercial services prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Products and Commercial Services,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested, and a written solicitation document will not be issued.

This solicitation is issued as an RFQ. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular FAC 2024-06 (eff.08/29/2024).

This solicitation is 100% Total SDVOSB Set-Aside. All interested vendors will be verified with Veteran Small Business Certification (VetCert) for current SDVOSB certification.

Contract Type: IDIQ Firm-Fixed-Price (FFP)

The associated North American Industrial Classification System (NAICS) code for this procurement is 492110 Couriers and Express Delivery Services, with a small business size standard of 1500 Employees.

The FSC/PSC is R602 Support – Administrative Courier/Messenger.

The VA New Jersey Health Care 385 Tremont Ave East Orange, NJ 07018 is seeking to purchase full services of medical courier services for laboratory, pharmaceutical, scopes, specimens, and RME.

All interested companies shall provide quotations for the following:

Services Price/Cost Schedule

All interested Contractors must provide a Price/Cost Schedule. The Contractor is responsible of making sure that their Price/Cost Schedule meets every need as stated in the SOW in their quote and that their quote sums up correctly. Failure to follow this instruction will lead to a dismissed quote and will not be further considered.

A sample Template Price/Cost Schedule is attached for the Base Year and Four Option Years. It is highly encouraged that the Contractor uses the attached template. If the Contractor decides to use their own, the Contractor must make sure their quote follows what we are asking for, failure to do so will result with their quote being rejected. The Contractor is to ensure that their line items add up correctly, failure to do so will result with the quote being rejected.

This is Firm-Fixed-Price Contract meaning a firm-fixed-price contract provides for a price that is not subject to any adjustment on the basis of the contractor’s cost experience in performing the contract.

This contract type places upon the contractor maximum risk and full responsibility for all costs and resulting profit or loss. Therefore, it is the responsibility of the Contractor to ensure all price/cost is upfront when drafting your quote.

The pricing for the last option year will be used for any extension in accordance with FAR 52.217-8 Option to Extend Services.

The Line Items that are for as-needed services, the number of services rendered on an as-needed basis may only be exceeded in accordance with any future modifications to the contract by the Contracting Officer.

For any unused quantities, a supplemental modification will be executed to de-obligate excess funds.

If the Contractor opt to provide their own template quote, at the minimum the Price/Cost Schedule must include Line Item, Description, Quantity, Unit of Measure (Trip), Frequency, Unit Price per trip total for that line item, grand total for that option year and a contract total value for the Base and four Option Years.

Line Item Description Quantity Unit of Measure (Trip) Unit Price Total Price

STATEMENT OF WORK (SOW)

The SOW is attached.

Place of Performance/Place of Delivery

Address: 385 Tremont Ave East Orange Postal Code: 07018 Country: UNITED STATES

The full text of FAR provisions or clauses may be accessed electronically at http://acquisition.gov/comp/far/index.html.

The following solicitation provisions apply to this acquisition:

FAR 52.212-1 Instructions to Offerors – Commercial Products and Commercial Services (Nov 2021)

(a) North American Industry Classification System (NAICS) code and small business size standard.

The NAICS code(s) and small business size standard(s) for this acquisition appear elsewhere in the Request for Quote (RFQ). However, the small business size standard for a concern that submits a quote, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce is 500 employees if the acquisition—

(1) Is set aside for small business and has a value above the simplified acquisition threshold; or

(2) Uses the HUBZone price evaluation preference regardless of dollar value, unless the quoter waives the price evaluation preference; or

(3) Is an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

http://acquisition.gov/comp/far/index.html

(b) Submission of Quotes. Submit signed and dated quotes to the office specified in this Request for Quote (RFQ) at or before the exact time specified. Quotes may be submitted on letterhead stationery, or as otherwise specified in the RFQ. As a minimum, quotes must show—

(1) The solicitation number 36C24225Q0030 must be included with your email submission;

(2) The time specified in the solicitation for receipt of quotations due no later than October 20, 2024, by 10:00 PM Eastern Time;

(3) The Name, Address, UEI, DUN’s, POC information, and telephone number of the quoter must be provided;

(4) A technical description of the items being quoted in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) "Remit to" address, if different than mailing address;

(8) A completed copy of the representations and certifications at Federal Acquisition Regulation (FAR) 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the quoter shall complete electronically);

(9) Acknowledgment Request for Quotation Amendments;

(10) Quote should include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Quotes that fail to furnish required representations and certifications, information requested in (1) to (9) and accept the terms and conditions of the solicitation may be excluded from consideration.

(c) Period for acceptance of Quotes. The quoter agrees to hold the prices in its quote firm for 30 calendar days from the date specified for receipt of quotes, unless another time period is specified in an addendum to the solicitation.

(d) Product samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of quotes. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender’s request and expense, unless they are destroyed during testing.

(e) Multiple Quotes. Quoters are encouraged to submit multiple quotes presenting alternative line items (provided that the alternative line items are consistent with FAR subpart 4.10), or alternative commercial products or commercial services for satisfying the requirements of this solicitation. Each quote submitted will be evaluated separately.

(f) Late submissions, revisions, and withdrawals of quotes.

(1) Quoters are responsible for submitting quotes so as to reach the Government office designated in the solicitation by the time specified in this solicitation.

(2) Any quotation received at the Government office designated in the solicitation after the exact time specified for receipt of quotes is "late" and may not be considered unless it is received before purchase order issuance and the Contracting Officer (CO) determines that accepting the late quotation would not unduly delay the acquisition.

(3) If an emergency or unanticipated event interrupts normal Government processes so that quotations cannot be received at the Government office designated for receipt of quotes by the exact time specified in the solicitation, and urgent Government requirements preclude a notice of an extension of the closing date, the time specified for receipt of quotes will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

(g) Issuance of Purchase Order. The Government may issue a purchase order to one or more quoters as identified in the Request for Quote (RFQ). Therefore, the quoter’s initial quote should contain the best terms from a price and technical standpoint. However, the Government may reject any or all quotes if such action is in the public’s best interest. The Contractor understands that the Contracting Officer (CO) may issue a purchase order to other than the quoter with the lowest priced quotation.

(h) Multiple awards. The Government may issue a purchase order for any item or group of items of a quotation, unless the quoter qualifies the quotation by specific limitations. Unless otherwise provided in the Schedule, quotations may not be submitted for quantities less than those specified.

The Government reserves the right to issue a purchase order for a quantity less than the quantity quoted, at the unit prices quoted, unless the quoter specifies otherwise in the quotation.

(1) Availability of requirements documents cited in the solicitation.

(i) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part 101-29, and copies of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained for a fee by submitting a request to- GSA Federal Supply Service Specifications Section Suite 8100 470 East L’Enfant Plaza, SW Washington, DC 20407 Telephone (202) 619-8925, Facsimile (202) 619-8978.

(ii) If the General Services Administration, Department of Agriculture, or Department of Veterans Affairs issued this solicitation, a single copy of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained free of charge by submitting a request to the addressee in paragraph (i)(1)(i) of this provision. Additional copies will be issued for a fee.

(2) Most unclassified Defense specifications and standards may be downloaded from the following ASSIST websites:

(i) ASSIST ( https://assist.dla.mil/online/start/).

(ii) Quick Search ( http://quicksearch.dla.mil/).

(3) Documents not available from ASSIST may be ordered from the Department of Defense Single Stock Point (DoDSSP) by-

(i) Using the ASSIST Shopping Wizard ( https://assist.dla.mil/wizard/index.cfm);

(ii) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri, 0730 to 1600 EST;

or

(iii) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, Philadelphia, PA 19111-5094, Telephone (215) 697-2667/2179, Facsimile (215) 697-1462.

(4) Nongovernment (voluntary) standards must be obtained from the organization responsible for their preparation, publication, or maintenance.

(j) Unique entity identifier (UEI). Applies to all quotes that exceed the micro-purchase threshold, and quotes at or below the micro-purchase threshold if the solicitation requires the contractor to be registered in the System for Award Management (SAM). The quoter must enter, in the block with its name and address on the cover page of its quote, the annotation "Unique Entity Identifier" followed by the unique entity identifier that identifies the quoters name and address. The quoter also must enter its Electronic Funds Transfer (EFT) indicator, if applicable. The EFT indicator is a four-character suffix to the UEI. The suffix is assigned at the discretion of the quoter to establish additional SAM records for identifying alternative EFT accounts (see FAR subpart 32.11) for the same entity. If the quoter does not have a UEI, it should contact the entity designated at www.sam.gov for UEI establishment directly to obtain one. The quoter should indicate that it is a quoter for a Government contract when contacting the entity designated at www.sam.gov for establishing the UEI.

(k) [Reserved]

(l) Requests for information. The CO is not obligated to notify unsuccessful quoters that responded to this Request for Quotation (RFQ). However, quoters may request information on purchase order(s) resulting from this solicitation with the CO.

RFI/Questions: Request for Information (RFI)/ Questions shall be submitted in WRITING ONLY via email to Mariangie Rivera at Mariangie.Rivera@va.gov by Tuesday, October 15, 2024, 1:00 PM EST.

Telephonic questions WILL NOT be accepted regarding the procurement of these services. Request for Information/Questions will not be accepted after October 15, 2024, 1:00 PM EST. All questions asked by interested Contractors will be answered in an amendment to the solicitation which must be acknowledged, signed, and submitted with the package.

Response Due - Submission Instructions: All interested Contractors must include all documents requested and listed in following instructions “Offerors Submission” to ensure that their package (quote) is complete and must be received no later than October 20, 2024, by 10:00 PM EST. The Government will only accept electronic submissions via email. All quotations must be sent to Mariangie.Rivera@va.gov. The email subject line must identify the Combined Synopsis/Solicitation Notice ID 36C24225Q0030. Late submissions shall be treated in accordance with the solicitation provision at FAR 52.212-1(f).

There is No Exception. All interested Offerors that do not adhere to these instructions may be determined to be incomplete and non-responsive. Therefore, the Contractor risks being rejected without further consideration for award if the following is not provided as instructed.

mailto:Mariangie.Rivera@va.gov

Offerors Submission of a complete package must include the following to be considered:

a. Submit all with signed acknowledgement of Amendment(s) for 36C24225Q0030.

b. Submit a complete Technical Capability as described in 52.212-2 Evaluation of Commercial Items section where the Offeror’s must provide their capability and experience in delivering the services as stated in the Statement of Work herein. Evaluation will be evaluated as stated via 52.212-2 Evaluation of Commercial Items section for the following factors:

Factor 1- Technical Capability and its subfactors for Performance Capability, Technical Experience, Management, Certification & Training.

c. Submit Past Performance information via 52.212-2 Evaluation section.

Factor 2- Past Performance (Questionnaire Fillable template attached).

d. Submit complete, calculation error free Price/Cost Schedule for Base Year and four Option Years via 52.212-2 Evaluation section.

Factor 3- Price/Cost Schedule template provided, or the Offeror may use their own however it must meet what we are requesting. Failure to providing a quote that is clear from miscalculations or missing items/services will be dismissed without further consideration.

e. Submit a signed copy of 852.219-75 VA Notice of Limitations on Subcontracting – Certificate of Compliance for Services and Construction (JAN 2023). (Attached for convenience). However, failure to provide this document signed will result in the Offeror being non-responsive to the solicitation and will not be considered for the requirement.

f. Submit the completed Limitations on Subcontracting Certification. (Attached)

g. Offerors who reject the terms and conditions of this solicitation will be excluded from consideration. Therefore, the Offeror MUST include one of the statements regarding the terms and conditions found on Page 21-22 of this Combined Synopsis/Solicitation 36C24225Q0030.

(End of Provision)

ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021)

Provisions that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The version of FAR 52.212-1 in the addendum is tailored for Simplified Acquisition Procedures and supersedes the current version of FAR 52.212-1 contained in the FAR.

The following provision is incorporated into 52.212-1 as an addendum to this solicitation:

52.201-1 Acquisition 360: Voluntary Survey. (SEPT 2023) 52.212-1 Instructions to Offerors-Commercial Products and Commercial Services (SEP 2023) 52.252-1 Solicitation Provisions Incorporated by Reference (FEB 1998) 52.204-7 System for Award Management (OCT 2018) 52.204-16 Commercial and Government Entity Code Reporting (AUG 2020) 52.204-20 Predecessor of Offeror (AUG 2020) 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or

Equipment (NOV 2021) 52.204-29 Federal Acquisition Supply Chain Security Act Orders-Representation and Disclosures

(DEC 2023)

52.209-7 Information Regarding Responsibility Matters (OCT 2018) 52.233-2 Service of Protest (SEPT 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from Mariangie Rivera 20 Madison Ave Ext. Albany, NY 12203 and Mariangie.Rivera@va.gov.

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.

852.215-72 Notice of Intent to Re-solicit (OCT 2019) 852.233-70 Protest Content/Alternative Dispute Resolution (OCT 2018) 852.233-71 Alternate Protest Procedure (OCT 2018) 852.252-70 Solicitation Provisions or Clauses Incorporated by Reference (JAN 2008)

(End of Addendum to 52.212-1)

52.212-2 Evaluation-Commercial Items (NOV 2021)

ADDENDUM to 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(a) Basis for Award. The Government will issue a purchase order to the responsible quoter whose quotation conforming to the solicitation will be most advantageous to the Government, technical capability, past performance, price, and other factors considered.

A written notice of award or acceptance of an offer, mailed, or otherwise furnished to the successful Offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

The following factors will be used to evaluate quotations:

(1) Technical Capability

(2) Past Performance

(3) Price

(b) Evaluation Approach. The Government MAY evaluate quotations using the comparative evaluation process outlined in FAR 13.106-2 (b) (3), where quotations will be compared to one another to determine which provides the best benefit to the Government. The Government reserves the right to consider a quotation other than the lowest price that provides additional benefit(s). Quotations may exceed minimum requirements of the solicitation. The Government reserves the right to select a quotation that provides benefit to the Government that exceeds the minimum requirements of the solicitation but is not required to do so. Each response must meet the minimum requirements of the solicitation. The Government is accepting alternate quotations.

The evaluation will consider the following:

Factor 1: Technical Capability: The quotation will be evaluated to the extent to which it can meet and/or exceed the Government’s requirements as outlined in the Statement of Work of the Combined Synopsis-Solicitation and based on the information requested in the instructions to quoters section of the solicitation.

(a) Performance Capability: The Offeror must provide a performance capability of no more than ten pages long. The Offerors capability shall provide sufficient information (detailed) regarding the Offerors capability on how they intend to perform the duties of this requirement as stated in the Statement of Work for medical courier services.

The Offeror shall also address how they will address any deficiencies or unforeseen events.

It is highly recommended that the Offeror submits a descriptive literature. The Offerors descriptive information enables the Contracting Officer to evaluate the Offerors submission against the statement of work. Evaluations shall be based on the information furnished by the Offeror to the Contracting Officer. The Contracting Officer is not responsible for locating or obtaining any information not identified in the Offerors package.

Failure of an Offeror submitting a suitable capability will not allow a proper evaluation; therefore, will result in their package/quote being rejected from further consideration.

(b) Technical Experience: The Contractor shall be responsible for employing technically qualified personnel to perform the work specified in this SOW, at a minimum with three years of experience. The Contractor shall maintain the personnel, organization, and administrative control necessary to ensure that the work delivered meets the contract specifications and requirements. The work history of each contractor employee must contain experience directly related to the task and functions he/she is intended to perform under this contract. The Government reserves the right, during the life of the resulting contract, to request work histories on any contractor employee for the purposes of verifying compliance with the above requirements;

additionally, the Government reserves the right to review resumes of contractor personnel proposed to be assigned. The Contractor shall be fully capable of performing the requirements contained in the SOW in an efficient, reliable, and professional manner. The Offeror shall demonstrate their experience within the scope of work.

(c) Management: The Contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this SOW. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is the means by which they assure that the work complies with the requirement of the contract.

(d) Certification & Training: The Offeror must provide documentation of any and all driver field training, HIPPAA, OSHA Training, AAMI, DOT Regulations, and Certification in the safe transport of infectious, diagnostic specimens, scopes, and RME. The contractor is responsible for all related costs to obtain and maintain the necessary licenses and permit required to transport all categories of material specified in the tasks and deliverables of this SOW.

Factor 2: Past Performance

(a) The Offeror will be evaluated on their performance under existing and prior contracts of similar scope and services. The Government will focus on information that demonstrates quality of performance relative to the size and complexity of the procurement under consideration. CPARS records will be reviewed.

(b) The Offeror shall submit the following: Provide three (3) to five (5) past performance for contracts of similar scope and magnitude to be evaluated. The Offeror who does not have Past Performance must state so, as their past performance will receive a neutral rating. (Attached is a Questionnaire).

Important Note: There is a difference between Past Performance and Past Experience. The Offeror shall not confuse them as it being one or the same.

The GAO noted that evaluation under an experience factor is distinct from its evaluation of an offeror’s past performance.

The experience factor focuses on the degree to which an offeror has actually performed similar work.

The past performance factor focuses on the quality of the work performed. Offerors without a record of relevant past performance “may not be evaluated favorably or unfavorably on past performance (i.e. they should receive a “neutral” rating). FAR 15.305(a)(2)(iv).

Reference: https://publiccontractinginstitute.com/experience-vs-past-performance-and-what-about-multiple-offers/

Factor 3: Price: The Government will evaluate the price by adding the total of all line-item prices, including all options. The Total Evaluated Price will be that sum. The Offeror must be aware that Evaluation of options will not obligate the Government to exercise the options.

(a) This procurement is a Firm-Fixed-Price contract. The Offeror must outline any charges and/or any fees upfront in their quote. The Offeror is responsible to understand the maximum risk and full responsibility for all costs and resulting profit https://publiccontractinginstitute.com/experience-vs-past-performance-and-what-about-multiple-offers/ or loss in accordance with FAR 16.202 Firm-Fixed-Price contracts. Failure to do so, will result in rejected invoices of Unauthorized Charges.

(b) If there are service(s) that is not included, the Offeror must state what services are not included in their quote/package and if there is a charge for that service then the Offeror must provide that upfront.

(c) Options - This procurement has four (4) provisional Option Years. The Government will evaluate the Price/Cost Schedule for award purposes by adding the total price for all options to the total price for the basic requirement.

(d) This procurement will include FAR 52.217-8 OPTION TO EXTEND SERVICES. (Authority to unilaterally extend the term of services for up to six (6) months at the current pricing). The six (6) months of services will be for an estimated POP from 11/01/2029 through 04/30/2029. This is non-negotiable.

(e) For purposes of award of this Contract, the Government intends to evaluate the option to extend services under FAR 52.217-8 as follows: The evaluation will consider the possibility that the option can be exercised at any time and can be exercised in increments of one to six months, but not for more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be those rates in effect under the contract each time an option is exercised under this clause. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8.

(End of Provision)

52.212-3 Offeror Representations and Certifications-Commercial Products and Commercial Services

(MAY 2024)

Attention to all interested Contractors: www.sam.gov registration is required to be complete at time of submission of your response.

Offerors must complete annual representations and certifications electronically via the System for Award Management (SAM) website located at https://www.sam.gov/portal in accordance with FAR 52.212-3, “Offerors Representations and Certifications–Commercial Products and Commercial Services.”

If paragraph (j) of the provision is applicable, a written submission is required.

http://www.sam.gov/ https://www.sam.gov/portal

FAR 52.212-4, “Contract Terms and Conditions–Commercial Products and Commercial Services” (NOV 2023)

CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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 Federal Acquisition Regulation (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.

https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_202_1

(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.

https://www.acquisition.gov/far/part-52#FAR_52_232_33 https://www.acquisition.gov/far/part-52#FAR_52_232_34 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

(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 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.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_212_5 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section7109&num=0&edition=prelim

(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 FAR 32.608-2 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.

https://www.acquisition.gov/far/part-33#FAR_33_211 https://www.acquisition.gov/far/part-32#FAR_32_607_2 https://www.acquisition.gov/far/part-32#FAR_32_608_2

(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; 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.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1352&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1352&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18-section431&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title40-chapter37&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter87&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title49-section40118&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter21&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter21&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim

(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) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

https://www.acquisition.gov/far/part-52#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1341&num=0&edition=prelim

(End of clause)

Addendum to FAR 52.212-4 – Show FAR clauses followed by VAAR clauses in numeric order. List all clauses incorporated by reference in numeric order under 52.252-2 (see below), starting first with FAR and followed by VAAR.

52.252-2 Clauses Incorporated by Reference (FEB 1998) 52.203-16 Preventing Personal Conflicts of Interest (JUN 2020) 52.204-13 System for Award Management Maintenance (OCT 2018) 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020)

52.216-18 Ordering (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from estimated dates 11/01/2024 through 10/31/2029.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

52.216-19 Order Limitations (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $5,000.00 the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of $300,000.00;

(2) Any order for a combination of items in excess of $300,000.00; or

(3) A series of orders from the same ordering office within 15 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 1 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 Indefinite Quantity (OCT 1995) https://www.acquisition.gov/far/52.216-21#FAR_52_216_21

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order.

The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 10/31/2029.

52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor.