36C24719R0149-001.docx

36C24719R0149

PAGE 1 OF

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

509-20-1-549-0019 36C24719R0149 09-09-2019 09-18-2019 4:00pm EST Department of Veterans Affairs VISN7 Network Contracting Office 501 Greene Street Hatcher Bldg - Suite 2 August

GA

30901 X X Y 492110 1500 Employees Net 30 N/A X See Delivery Address

Department of Veterans Affairs VISN 7 Network Contracting Office 501 Greene Street Hatcher Bldg - Suite 2 Augusta

GA

30901

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Inter-Division Courier Services Charlie Norwood VA Medical Center (CNVAMC), Augusta, GA.

Period of Performance:

Base Year: October 1, 2019 - September 30, 2020 Option Year 1: October 1, 2020 - September 30, 2021 Option Year 2: October 1, 2021 - September 30, 2022 Option Year 3: October 1, 2022 - September 30, 2023 Option Year 4: October 1, 2023 - September 30, 2024 100% set-aside for SDVOSB Review the entire solicitation.

See 52.212-1, Instructions to Offerors See CONTINUATION Page X Brigitte Huffin Contracting Officer

A.2 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C247 Brigitte Huffin

VISN7 Network Contracting Office 501 Greene Street Hatcher Bldg - Suite 2 August GA 30901

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.

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

PERFORMANCE WORK STATEMENT

INTER-DIVISION COURIER SERVICE

Uptown Division Charlie Norwood VA Medical Center (CNVAMC), Augusta GA to The Downtown Division CNVAMC Augusta, GA

A. GENERAL INFORMATION

1. Purpose: Onsite courier services are required to deliver medical specimens, inpatient/outpatient prescriptions, and other items between the divisions of the Charlie Norwood VA Medical Center (CNVAMC). The Uptown Division is located at 1 Freedom Way, Augusta, GA 30904 to the Charlie Norwood VA Medical Center Augusta, GA, Downtown Division at 950 15th Street.

2. Background: CNVAMC serves Veterans at both hospital divisions. Medical specimens from the Uptown Division must be delivered in a timely manner to the lab to assist in the delivery of healthcare without any damage or loss of information. Delivery of medical specimens, pharmacy prescriptions and other items between divisions must be done in compliance with the appropriate transportation regulations.

3. Scope of Work: Contractor will provide staff for a courier service for lab specimens, inpatient/outpatient pharmacy, and other internal deliveries (such as documents or other official forms) for inter-division delivery as needed. The contractor will also provide a vehicle to provide these services. The vehicle and contractor staff will be in compliance with HMR; 49 CFR Parts 171 – 180 and all other applicable state and federal regulatory requirements for the transportation of medical specimens (infectious substances) and controlled pharmacy substances.

All lab specimens will be packaged and ready to be picked up at the agreed upon time. Courier service is to provide their own OSHA/DOT approved cooler and refrigerant packs to keep specimens refrigerated during transport. A combination lock will be provided to ensure lab specimens are kept secure during transport; a copy of the combination will be kept on file with the VA Police. Some specimens will require room temperature transport and will only need to be protected from the heat.

All laboratory specimens collected for testing must be delivered to the laboratory at the Downtown Division, CNVAMC, in adequate time to preserve the integrity of laboratory results.

Medical Specimens will be picked up every two hours during business days at the Uptown Division Blood Collection Lab in room GB- 158 between 8:00 am and 5:00 pm to be delivered to the Downtown Division Laboratory.

Contractor will check-in daily with the Downtown AOD before proceeding to the first scheduled pick up point. Contractor will pick up from each identified location as outlined below starting at the top of every hour.

a. Pharmacy Downtown – First pick up point – Room 1C114/Bldg. 801

b. Pharmacy Uptown – Drop and pick up point – Room 1A237/Bldg. 110

c. Path & Lab Uptown – Pick up point – Room GB158/Bldg. 110

d. Path & Lab Downtown – Drop – Room 2D133A/Bldg. 801

Contractor will checkout daily with the Downtown AOD at the end of scheduled tour.

4. Performance Period: The performance period will be one base year with four (4) one-year options to renew.

5. Hours of Service:

a. The day courier will work from 8:00 am to 6:00 pm on every business day; these are the defined “normal business” hours for the contract.

b. The contractor shall provide the day courier with a contractor provided cell phone and provide the number to the AOD and COR. This provides a means to communicate to/from the courier to report problems or delays that may occur during transit.

c. There will be two scheduled pick-ups after normal business hours (defined as after 6:00p.m. Monday through Friday) and weekends and holidays. The scheduled pickups are for one-hour which starts upon contractors check in with the AOD. It is expected that in the one-hour allowed, the contractor can pick-up from the scheduled locations, deliver the package, and check out with the AOD.

· Monday through Friday after hours (after 6 p.m.) scheduled pick up times are: first run at 7:00 p.m. and a second run at 12:00 midnight.

· On holidays and weekends the scheduled pickup times will be as follows: first run at 12:00 Noon and a second run at 9:00 p.m.

6. Type of Contract: The contract will be a Firm-Fixed-Price (Requirements) contract and invoice/payment will be on an hourly basis.

B. GENERAL REQUIREMENTS

1. Services include providing DOT/OSHA approved Laboratory containers/coolers with refrigerant packs to maintain appropriate temperature for lab specimens Containers/Coolers must be labeled with a Biohazard label.

2. All contractor employees responsible for transporting specimens must have been trained and certified in accordance with Department of Transportation (DOT) regulations, HMR; 49 CFR Parts 171 – 180, and OSHA (Occupational Safety and Health Organization) on proper specimen handling procedures, dry ice, temperature control, record keeping, and infectious disease (Biohazardous) specimen handling in case of an accidental spill. Contractor must submit a Blood-Borne Pathogen Training Certificate from OSHA or an equivalent organization to the Contracting Officer with their proposal. This training certificate shall also be submitted to the Contracting Officer’s Representative (COR) at the CNVAMC Augusta, GA within 10 days after contract award for all contracted couriers that will participate. Accidental/Emergency Spill Kits must be carried in the vehicle at all times.

3. Contractor is responsible for providing all materials, equipment, transportation, supervision, staffing, and cleaning supplies required to perform the full scope of this contract.

4. Quality Control: The contractor shall develop and maintain a quality control program that ensures courier services are performed in accordance with these specifications. The contractor shall develop and implement procedures to track, identify, prevent, remedy and ensure non-recurrence of defective services. The contractor shall provide a method to accept and resolve customer complaints and notify the customer of the resolution. The contract shall immediately notify the COR upon receipt of a customer complain in order that joint validation may be accomplished. The contractor is responsible for quality control and specification compliance.

5. Record of Pick-Up and Delivery: The contractor must maintain a log of daily courier pick-ups and deliveries indicating time and date of pickup, delivery, number of specimens and/or items and signatures.

6. Contractor Couriers/Drivers:

a. All contractor employees must maintain a valid driver’s license for the type of vehicle operated as required by the State’s operating therein. A record of each driver as to character and physical capabilities for performing as a courier must be maintained and made available for inspection to the Department of Veterans Affairs Medical Center upon request.

b. The contractor personnel performing services shall at all times conduct themselves in a professional manner, present a neat appearance and be easily recognized as a contract employee by having the company name and employee name affixed to the clothing. The contractor shall be responsible for furnishing all personnel, equipment, name tags and/or bags for performance under this contract. Employee identification shall be worn in clear view above the waist.

c. The Government reserves the right to restrict any contractor employee from performing services under this contract who does not meet the required qualifications or who violate Federal regulations or are identified as a potential threat to the security, safety, health and/or operation mission of VA and its Veteran patients. The restriction of such contractor personnel shall not relieve the contractor from performing all the required services in accordance with all terms, conditions, and schedules contained herein.

d. The contractor personnel performing the service must obtain a VA Contractor PIV identification card and complete all required annual training as prescribed by VHA Policy.

e. The Certification and Accreditation requirements for IT security do not apply, and a Security Accreditation Package is not required.

7. Vehicle: Contractor provided vehicles shall be operated within the operating guidelines of the vehicle, following all local speed limits and laws.

8. Federal Holidays:

The 10 holidays observed by the Federal Government are:

Any other day specifically declared by the President of the United States to be a national holiday.

C. Contractor Responsibilities:

All Contractor employees who require access to the Department of Veterans Affairs’ must have a Personal Identity Verification (PIV) identification card. The PIV card will provide both physical access to government facilities and logical access to government information systems. The Contractor shall ensure employees report directly to the VAMC for application of PIV badge prior to the star of the contract.

a. Position Sensitivity: The position sensitivity has been designated as a low risk.

b. Background Investigation: The level of background investigation commensurate with the required level of access is National Agency Check Inquiries.

c. Contractor must provide the following Information to be considered technically acceptable for award:

Contractor provide plan to identify how contract implementation will be done to ensure services start no later than 1 October 2019.

Submit evidence of availability of vehicles and equipment specified in the PWS (i.e., OSHA approved cooler/transport container, contractor provided cell phone) (evidence will be in the form of brochures, pictures, VIN numbers, dimensions, hardcopy).

Describe the company’s contingency plans. The plan shall address solutions to interruptions as well as methods to complete trips due to vehicle breakdowns and driver replacement due to illness, change of employment, and no shows for assigned driver shifts.

D. INVOICES:

Payment will be made upon receipt of a properly prepared detailed invoice, prepared by the Contractor, validated by the Contracting Officer’s Representative (COR), and submitted electronically to VA Financial Service Center via the OB10 e-Invoicing system (www.ob10.com/veteransaffairs). Invoices should be submitted within 30 days after services haves been rendered.

A properly prepared invoice will contain:

· Invoice Number and Date

· Contractor’s Name and Address

· Correct Purchase Order Number

· Period of Performance dates (Beginning and Ending)

· Quantity supply or service provided (total hours)

· Total amount due

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "NORMAL HOURS" IAW the Statement of work, Monday through Friday 8:00 a.m. to 6:00 p.m.

Contract Period: Base POP Begin: 10-01-2019 POP End: 09-30-2020

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "AFTER HOURS" IAW the Statement of work. Two scheduled pick-ups Monday through Friday with the first run at 7:00 p.m. and a second run at 12:00 midnight.

Contract Period: Base

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "HOLIDAYS AND WEEKENDS" IAW the Statement of work. Two scheduled pick-ups during holidays and weekends with the first run at 12 noon and the second run 9:00 p.m.

Contract Period: Option 1

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "NORMAL HOURS" IAW the Statement of work, Monday through Friday 8:00 a.m. to 6:00 p.m.

POP Begin: 10-01-2020 POP End: 09-30-2021

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "AFTER HOURS" IAW the Statement of work. Two scheduled pick-ups Monday through Friday with the first run at 7:00 p.m. and a second run at 12:00 midnight.

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "HOLIDAYS, AND WEEKENDS" IAW the Statement of work. Two scheduled pick-ups during holidays and weekends with the first run at 12 noon and the second run 9:00 p.m.

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "NORMAL HOURS" IAW the Statement of work, Monday through Friday 8:00 a.m. to 6:00 p.m.

Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "AFTER HOURS" IAW the Statement of work. Two scheduled pick-ups Monday through Friday with the first run at 7:00 p.m. and a second run at 12:00 midnight.

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "HOLIDAYS, AND WEEKENDS" IAW the Statement of work. Two scheduled pick-ups during holidays and weekends with the first run at 12 noon and the second run 9:00 p.m.

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "NORMAL HOURS" IAW the Statement of work, Monday through Friday 8:00 a.m. to 6:00 p.m.

Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "AFTER HOURS" IAW the Statement of work. Two scheduled pick-ups Monday through Friday with the first run at 7:00 p.m. and a second run at 12:00 midnight.

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "HOLIDAYS, AND WEEKENDS" IAW the Statement of work. Two scheduled pick-ups during holidays and weekends with the first run at 12 noon and the second run 9:00 p.m.

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "NORMAL HOURS" IAW the Statement of work, Monday through Friday 8:00 a.m. to 6:00 p.m.

Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "AFTER HOURS" IAW the Statement of work. Two scheduled pick-ups Monday through Friday with the first run at 7:00 p.m. and a second run at 12:00 midnight.

Inter-Division Courier Service (price is all inclusive of hourly rate + mileage + fringe benefit) For "HOLIDAYS, AND WEEKENDS" IAW the Statement of work. Two scheduled pick-ups during holidays and weekends with the first run at 12 noon and the second run 9:00 p.m.

B.2 DELIVERY SCHEDULE

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

Uptown/Downtown Locations See Statement of Work for addresses Augusta, GA

USA

36C24719R0149

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SECTION C - CONTRACT CLAUSES

C.1 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 the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses 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 following clauses are incorporated into 52.212-4 as an addendum to this contract:

52.252-2 Clauses Incorporated by Reference (FEB 1998) 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2016)

52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

VAAR 852.228-71 INDEMNIFICATION AND INSURANCE (MAR 2018)

http://www.acquisition.gov/far/index.html (FAR) and http://www.va.gov/oal/library/vaar/index.asp (VAAR)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAY 2019)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (AUG 2018) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JAN 2017) of 52.219-9.

[] (v) Alternate IV (AUG 2018) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[X] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

[X] (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C 632(a)(2)).

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (DEC 2015) (15 U.S.C. 637(m)).

[] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (DEC 2015) (15 U.S.C. 637(m)).

[X] (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[] (26) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2018) (E.O. 13126).

[X] (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (28)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

[] (ii) Alternate I (FEB 1999) of 52.222-26.

[] (29)(i) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

[] (ii) Alternate I (JULY 2014) of 52.222-35.

[X] (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

[] (ii) Alternate I (JULY 2014) of 52.222-36.

[] (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

[] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (33)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).

[] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[] (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

[] (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[] (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[] (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (OCT 2015) of 52.223-13.

[] (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-14.

[] (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42 U.S.C. 8259b).

[] (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-16.

[X] (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) [] (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (44) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[] (45) (i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

[] (ii) Alternate I (JAN 2017) of 52.224-3.

[] (46) 52.225-1, Buy American—Supplies (MAY 2014) (41 U.S.C. chapter 83).

[] (47)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (MAY 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[] (ii) Alternate I (MAY 2014) of 52.225-3.

[] (iii) Alternate II (MAY 2014) of 52.225-3.

[] (iv) Alternate III (MAY 2014) of 52.225-3.

[] (48) 52.225–5, Trade Agreements (AUG 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (49) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (50) 52.225–26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

[] (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[] (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

[] (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[] (54) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (55) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Oct 2018) (31 U.S.C. 3332).

[X] (56) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

[] (57) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[] (58) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[] (59) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

[] (60)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

[] (ii) Alternate I (Apr 2003) of 52.247-64.

[] (iii) Alternate II (FEB 2006) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.