36C24520R0113.docx

36C24520R0113

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1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

688-20-3-5050-0050 36C24520R0113 08-17-2020 Lilani Bantum 410-642-2411 x22888 08-31-2020 3:00p 90/C Department of Veterans Affairs VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101, Room 39 Perry Point MD 21902 X 541940 $8 Million N/A X 90/C Department of Veterans Affairs VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101, Room 39 Perry Point MD 21902 90/C Department of Veterans Affairs VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101, Room 39 Perry Point MD 21902

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 The contractor shall provide veterinary services to laboratory research animals at the DC VAMC Animal Research Facility.

Estimated Period of Performance: 9/30/2020-9/29/2021 The period of performance for these services shall be for base year, from date of award through one calendar year, with four (4) one-year option renewals. The option periods shall be subject to the availability of funds and shall be exercised at the sole discretion of the Government.

688-360/10161-5050-810900-2580 810010198 X X X Lilani Bantum Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C245 Department of Veterans Affairs VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101, Room 39 Perry Point MD 21902

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

36C24520R0113

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B.2 STATEMENT OF WORK (SOW)

A. GENERAL GUIDANCE

1. Title of Project: Veterinary Services

2. Scope of Work: The contractor shall provide veterinary services to laboratory research animals at the DC VAMC Animal Research Facility. All other requirements stated herein, except as may otherwise be specified in this statement of work.

3. Background: The Washington DC VA Medical Center has been accredited by the Association of Assessment & Accreditation of Laboratory Care International since 1971 and requires Veterinary Services to examine its animals for research purposes to detect and determine the nature of diseases or injuries; treat sick or injured animals by prescribing medication, setting bones, dressing wounds, or performing surgery; Inoculate animals against various diseases such as rabies and distemper; when required, determine the cause of death, and serve as a member and advisor to the Institutional Animal Care and Use Subcommittee (IACUC) reviews research protocols involving animals for proper protection of animal subjects in the context of relevant welfare laws, regulation, and policies.

4. Performance Period: Bi-weekly, Tuesdays and Thursdays, 10:00am, - 12 Noon; emergencies at any time the Federal Government is open. Federal Government holidays will be observed.

5. Type of Contract: A firm-fixed-price agreement.

B. CONTRACT AWARD MEETING: Not Applicable

C. GENERAL REQUIREMENTS: Veterinarian must be licensed. Credentials (copy) must be provided to Contracting Officials.

D. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES

The contractor will ensure compliance with current animal welfare laws and regulations specifically laboratory animal care for research; promote health and welfare of both animals and researchers through diagnosis, treatment, prevention, and understanding animal diseases; examine animals to diagnose health problems twice, monthly; treat animals for medical conditions and dress wounds; perform surgery on animals, when required; operate medical equipment, such as x-ray machines; advise the principal investigator and animal research staff about general care, medical conditions, and treatments; prescribe medications; and diagnose the cause of death in research animals; confer with principal investigator and member of that Animal Research Facility; be a member the Institutional Animal Care and Use Committee (IACUC); attend monthly IACUC meetings.

E. EVALUATED OPTIONAL FEATURES: N/A

F. SCHEDULE FOR DELIVERABLES: Services as stated at item D.

G. CHANGES TO THE STATEMENT OF WORK: None

H. REPORTING REQUIREMENTS

This section spells out to the contractor the Government’s requirements for progress reporting. The report is submitted to the PM/TM who then disseminates the information to the COTR.

I. TRAVEL: Non-Applicable

J. GOVERNMENT RESPONSIBILITIES

As applicable, following the guidance in the standard SOW, specify to the contractor what the Government will provide in support of the project. Government-furnished equipment and/or software can also be included. One crucial point to consider when stating what the Government will provide is that if the Government fails to provide any portion of the commitment, the contractor may be financially damaged and will likely file a claim with the CO. Anything specified here must be treated as a firm and legally binding contractual commitment on the part of the Government. If there is any doubt whether the Government can keep this commitment, it must be discussed with the COTR and the CO before the task order is awarded.

K. CONTRACTOR EXPERIENCE REQUIREMENTS

Qualifications of Key Personnel: (Standard mandatory language for all task orders)

The government will determine on a SR basis what positions are considered key personnel. The contractor shall identify, by name, the key management and technical personnel who will work under this task order at the time the work is being negotiated. If a key person becomes unavailable to complete the SR, the proposed substitutions of key personnel shall be made only as approved directed by the Contracting Officer and the COTR. The government will not dictate specific experience and education requirements of the employees initially proposed to perform the work stated herein. The contractor shall submit a resume of qualifications to the COTR for key personnel and all other direct employees proposed for the project. All Contractor employees will be approved by the COTR prior to bringing on duty. If, at any time from date of award to the end of the contract, non-key Contractor personnel are no longer available, HES/HIS reserves the right to review qualifications of proposed replacement personnel and to reject individuals who do not meet the qualifications set forth in the TLO. Team personnel proposed by the contractor should possess some of the following knowledge and/or skills:

The contractor must notify VHA in advance and we will approve or reject proposed contractor key personnel for the performance of this contract. The contractor shall submit a resume of qualifications to the COTR for key personnel and all other direct employees proposed for the project. All Contractor employees will be approved by the COTR prior to bringing on duty. If, at any time from date of award to the end of the contract, Contractor personnel are no longer available, the VHA will approve the qualifications of proposed replacement personnel and will reject individuals who do not meet the qualifications set forth herein. The contractor must inform the VHA COTR, Project Manager and/or Task Manager when personnel are removed from the contract for any reason. The Contractor shall remove any employee from the performance of this contract within five (5) workdays of receiving notice from the Contracting Officer that the employee's performance is unsatisfactory. All Contractor employees are subject to immediate removal from performance of this contract when they are involved in a violation of the law, VA security, confidentiality requirements and/or other disciplinary reasons.

· The contractor must inform the VHA COTR, and Project Manager/Task Manager when personnel are removed from the contract for any reason.

· If a key person becomes unavailable to complete the SR, the proposed substitutions of key personnel shall be made only if approved by the COTR and Project Manager.

· The contractor shall submit a resume of qualifications to the COTR for all direct employees proposed for the project. All Contractor employees will be approved by the COTR prior to bringing on duty.

The VHA shall not be liable for further payment of any Contractor employee that VHA requires the Contractor to remove from the performance of this contract. VHA's payment liability, for unsuitable Contractor employees, ends five working days after Contractor's receipt of "removal request" for unsatisfactory performance and immediately for any violation of law, VA security, confidentiality requirements and/or other disciplinary action.

Time and Materials Task Orders

When anticipating a time and materials task order, describe the level of expertise that is required of contractor personnel. Take care only to require expertise that is commensurate with the current functional requirement. Also, ask the contractor to provide references of all work underway and completed over the last few years; that is of the same nature and level of effort as the anticipated work. Notice that it is recommended that references be sought for all work over the past few years. By requesting references from all of the contractor’s clients, past and present, you remove the contractor’s ability to eliminate bad references. This is a way to weed-out contractors who lack the needed expertise for your project.

Firm-Fixed-Price Task Orders

Typically, the Government does not mandate a particular level of expertise for firm-fixed-price task orders. The reason is that the Government specifies a functional end result for which the contractor proposes a firm-fixed-price. The contractor assumes all risk to provide the specified deliverable by the due date, with the proposed technical team, or may be charged liquidated damages. The better approach is to require the contractor to provide details of the proposed personnel’s experience so that the Government can make a judgment as to whether the contractor has adequately staffed the project. Then, if the Government’s evaluation team has an issue with the proposed team, the issue can be raised with the contractor during the pre-award phase of the acquisition process. If the Government concludes that the contractor’s workforce is lacking the appropriate experience, we can reject the proposal.

L. CONFIDENTIALITY AND NONDISCLOSURE

Standard mandatory language for all task orders.

M. CONTRACTOR PERSONNEL SECURITY REQUIREMENTS

New contractor personnel security requirements, which facilitate the security programs for computer systems and automated information systems implemented by the Office of Security and Law Enforcement and Veterans Health Administration. Contractor will not have access to patient data or the VA information systems or computers.

N. DESTRUCTION OF GOVERNMENT PROPERTY

Subject to the terms of the contract and the circumstances surrounding the particular case, the contractor may be liable for shortages, loss, damages, or destruction of Government property. The contractor may also be liable when the use or consumption of Government property unreasonably exceeds the allowances provided for by the task order, the bill of material or other appropriate criteria. The contractor shall investigate and report to management at the VA Medical Center all cases of loss, damage or destruction of Government property in its possession or control as soon as the facts become known or when requested by the property administrator at the VA Medical Center. A report shall also be furnished when completed and accepted products or end items are lost, damaged, or destroyed while in the contractor’s possession or control. The contractor shall require any of its subcontractors possessing or controlling Government property accountable under the contract to investigate and report all instances of loss, damage, or destruction of such property.

O. PAYMENT

Payment will be made monthly in arrears for services rendered after receipt of a proper invoice. The VA Medical Center will establish and maintain a record keeping system that will record the hours worked by the contractor’s employee. A Contractor’s employee must be present at the VA facility and must be actually performing the required services in accordance with contract specifications in order to receive compensation. Monitoring of Contractor’s time will be demonstrated through sign-in/sign-out sheets.

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center (FSC) for payment processing, free of charge.

1. Website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices

2. Invoices must contain the following information:

· Contract Number

· Invoice Number

· Contractor’s Name and Address

· Accurate Purchase Order Number

· Total Amount Due

· Dates of Services

· Names of Physicians and tour of duty worked

· Invoice must mirror the contract line items

3. Contact Info:

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov

P. DATA SECURITY INFORMATION GATHERED OR CREATED OR CREATED IN PERFORMANCE OF SERVICES

Information, including, but not limited to gathered or created by the Contractor in the performance of this contract is the exclusive property of VA and must be received, gathered, stored, backed up, maintained, used, disclosed and disposed of in accordance with the terms of this contract and applicable federal and VA information confidentiality and security laws, regulations and policies, including VA Directive and Handbook number 6500.

The Contractor shall provide access to VA information only to employees, subcontractors, and affiliates only: (1) to the extent necessary to perform the services specified in this contract, (2) to perform necessary maintenance functions for electronic storage or transmission media necessary for performance of this contract, and (3) only to individuals who first satisfy the same conditions, requirements and restrictions that comparable VA employees must meet in order to have access to the same VA information. These restrictions include the same level of background investigations, where applicable.

ALL VA III AND PHI INFORMATION STORED ON BOTH VA AND NON-VA EQUIPAMENT MUST BE ENCRYPTED IN ACCORDANCE WITH THE FEDERAL INFORMATION SECURITY MANAGEMENT ACT (FISMA). Federal standards established by U.S. Department of Commerce apply, including Federal Information Processing Standard 200 (FIPS200), and National Institute of Standards and Technology Special Publication 800-37, Guide for the Security, Certification and Accreditation. Contractors and subcontractors shall document compliance and make the document available upon request of the Contracting Officer or COTR. Contractor and subcontractors shall allow physical inspection by VA personnel to assess its physical and environmental security controls.

Contractor and its subcontractors must ensure that VA III and PHI is secure at all times and will ensure proper security is used on contractor or subcontractor computers with VA III or PHI information is stored. To avoid risk of loss or theft, VA III and PHI shall NOT be transferred by contractor or its subcontractors to paper, diskettes, CDs, DVDs, USB flash drives, external computer drives, computer notebooks, home computers or any other medium, and shall NOT be removed from the contractor for subcontractor site under any circumstances without specific written authorization of the VA Information Security Officer. The authorized VA III or PHI recipient shall back up files to protect their loss. Back-ups shall be locked and secured. VA III and PHI shall NOT be transferred between contractor or subcontractor computer unless permission is granted by VA for such transfer of data and secure encrypted transmission methods approved by the VA Information Security Officer are utilized. Contractor employees shall be required to sign VA National Rules of Behavior before they can be authorized access to VA information systems.

The Contractor shall immediately (on the date of discovery of the incident) report any incident of theft, loss or comprise of VA sensitive information to the Contracting Officer, the Contracting Officer’s Technical Representative and any other VA Official designated by the Contracting Officer. This report shall be in writing and contain the fullest explanation possible and all the details of the incident available to the contractor. VA must receive notice from the contractor on the date contractor discovers incident.

HIPPA Compliance. The Contractor must adhere to the provisions of Public Law 104-191, Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the National Standards to Protect the Privacy and Security of Protected Health Information (PHI)

Security Considerations: A security clearance will not be required for this acquisition.

Contractor Access to Federal Facilities: The medical providers working under this contract shall be issued an employee badge titled as “Contractor” which will be worn during duty hours. The contracted employee will receive additional security information during the credentialing process.

B.3 SERVICES PRICE/COST

The Washington DC VA Medical Center has been accredited by the Association of Assessment & Accreditation of Laboratory Care International since 1971 and requires Veterinary Services to examine its animals for research purposes to detect and determine the nature of diseases or injuries; treat sick or injured animals by prescribing medication, setting bones, dressing wounds, or performing surgery; Inoculate animals against various diseases such as rabies and distemper; when required, determine the cause of death, and serve as a member and advisor to the Institutional Animal Care and Use Subcommittee (IACUC) reviews research protocols involving animals for proper protection of animal subjects in the context of relevant welfare laws, regulation, and policies.

The period of performance for these services shall be for base year, from date of award through one calendar year, with four (4) one-year option renewals. The option periods shall be subject to the availability of funds and shall be exercised at the sole discretion of the Government.

NOTE: All Offerors are required to submit proposals that include pricing for all line items for the base year and four (4) one-year option renewals. The Government is not obligated to any specific quantity, but shall be obligated to provide payments for all services provided in accordance with this solicitation.

The estimated hours per year under the contract to be awarded is 234 hours per year.

BASE YEAR: PERIOD OF 12 MONTHS FROM DATE OF AWARD

(234 Est. Hrs X Est. Cost)

OPTION YEAR 1: PERIOD OF 12 MONTHS FOLLOWING LAST DAY OF BASE YEAR PERIOD

(234 Est. Hrs X Est. Cost)

OPTION YEAR 2: PERIOD OF 12 MONTHS FOLLOWING LAST DAY OF OPTION YEAR 1 PERIOD

(234 Est. Hrs X Est. Cost)

OPTION YEAR 3: PERIOD OF 12 MONTHS FOLLOWING LAST DAY OF OPTION YEAR 2 PERIOD

(234 Est. Hrs X Est. Cost)

OPTION YEAR 4: PERIOD OF 12 MONTHS FOLLOWING LAST DAY OF OPTION YEAR 3 PERIOD

(234 Est. Hrs X Est. Cost)

6 MONTH EXTENTION (EXERCISED AT SOLE DISCRETION OF THE GOVERNEMENT)

(117 Est. Hrs X Est. Cost)

SECTION C - CONTRACT CLAUSES

C.1 52.202-1 DEFINITIONS (JUN 2020)

When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless—

(a) The solicitation, or amended solicitation, provides a different definition;

(b) The contracting parties agree to a different definition;

(c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning;

(d) The word or term is defined in FAR part 31, for use in the cost principles and procedures; or

(e) The word or term defines an acquisition-related threshold, and if the threshold is adjusted for inflation as set forth in FAR 1.109(a), then the changed threshold applies throughout the remaining term of the contract, unless there is a subsequent threshold adjustment; see FAR 1.109(d).

(End of Clause)

C.2 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (JUN 2020)

(a) Definitions. As used in this clause— "Agent" means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

"Full cooperation"—

(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require—

(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(3) Does not restrict a Contractor from—

(i) Conducting an internal investigation; or

(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

"Principal" means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

"Subcontract" means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

"Subcontractor" means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

"United States" means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct.

(1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall—

(i) Have a written code of business ethics and conduct;

(ii) Make a copy of the code available to each employee engaged in performance of the contract.

(2) The Contractor shall—

(i) Exercise due diligence to prevent and detect criminal conduct; and

(ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(3)(i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed—

(A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

(B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked "confidential" or "proprietary" by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction.

(iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(1) An ongoing business ethics awareness and compliance program.

(i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor's standards and procedures and other aspects of the Contractor's business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual's respective roles and responsibilities.

(ii) The training conducted under this program shall be provided to the Contractor's principals and employees, and as appropriate, the Contractor's agents and subcontractors.

(2) An internal control system.

(i) The Contractor's internal control system shall—

(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and

(B) Ensure corrective measures are promptly instituted and carried out.

(ii) At a minimum, the Contractor's internal control system shall provide for the following:

(A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

(B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct.

(C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, including—

(1) Monitoring and auditing to detect criminal conduct;

(2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and

(3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

(F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontractor thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation.

(2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers.

(3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.

(4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.

(G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions.

(d) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that exceed the threshold specified in FAR 3.1004(a) on the date of subcontract award and a performance period of more than 120 days.

(2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(End of Clause)

C.3 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its 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, 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 line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

(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) [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…