36C25018Q0466-002.docx

36C25018Q0466

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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

553-18-2-959-0030 36C25018Q0466 03-23-2018 Kelly Poole 734-222-6177 04-06-2018 12:00 Department of Veterans Affairs Ann Arbor Healthcare System Network Contracting Office 10 2215 Fuller Road Ann Arbor MI 48105 X X 722310 $38.5 Million X N/A X Department of Veterans Affair John D. Dingell VA Medical Center Connor Creek Village 4777 E. Outer Drive Detroit MI 48201 Y Department of Veterans Affair Ann Arbor Healthcare System Network Contracting Office 10 2215 Fuller Road Ann Arbor MI 48105

Department of Veterans Affairs Financial Management System PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 See CONTINUATION Page The contractor shall provide food preparation, delivery, and service for three (3) meals per day for an average of 40 residents at the Detroit VA Domiciliary in accordance with the Statement of Work, clauses, and provisions contained herein.

Please submit all questions in writing to Jeremy Boston via email at Jeremy.Boston@va.gov by 12:00pm Eastern time March 30, 2018.

See CONTINUATION Page x X Kelly Poole Contracting Officer Table of Contents

B.2 REVIEW REQUIRED REGISTRATION WITH CONTRACTOR PERFORMANCE ASSESSMENT SYSTEM (CPARS)………………………………………………………………5

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

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

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

[X] 52.232-33, Payment by Electronic Funds Transfer - System for Award Management, or [NA] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted via www.OB10.com to the following address:

amendments to the Solicitation numbered and dated as follows:

AMENDMENT NO DATE

B.2 REVIEW REQUIRED REGISTRATION WITH CONTRACTOR PERFORMANCE ASSESSMENT SYSTEM (CPARS)

(a) As prescribed in Federal Acquisition Regulation (FAR) Part 42.15, the Department of Veterans Affairs (VA) evaluates contractor past performance on all contracts that exceed $150,000, and shares those evaluations with other Federal Government contract specialists and procurement officials. The FAR requires that the contractor be provided an opportunity to comment on past performance evaluations prior to each report closing. To fulfill this requirement VA uses an online database, CPARS, which is maintained by the Naval Seal Logistics Center in Portsmouth, Virginia. CPARS has connectivity with the Past Performance Information Retrieval System (PPIRS) database, which is available to all Federal agencies. PPIRS is the system used to collect and retrieve performance assessment reports used in source selection determinations and completed CPARS report cards transferred to PPIRS. CPARS also includes access to the federal awardee performance and integrity information system (FAPIIS). FAPIIS is a web-enabled application accessed via CPARS for contractor responsibility determination information.

(b) Each contractor whose contract award is estimated to exceed $150,000 is required to register with CPARS database at the following web address: www.cpars.csd.disa.mil. Help in registering can be obtained by contacting Customer Support Desk @ DSN: 684-1690 or COMM: 207-438-1690. Registration should occur no later than thirty days after contract award, and must be kept current should there be any change to the contractor's registered representative.

(c) For contracts with a period of one year or less, the contracting officer will perform a single evaluation when the contract is complete. For contracts exceeding one year, the contracting officer will evaluate the contractor's performance annually. Interim reports will be filed each year until the last year of the contract, when the final report will be completed. The report shall be assigned in CPARS to the contractor's designated representative for comment. The contractor representative will have sixty days to submit any comments and re-assign the report to the VA contracting officer.

(d) Failure to have a current registration in the CPARS database, or to re-assign the report to the VA contracting officer within those sixty days, will result in the Government's evaluation being placed on file in the database with a statement that the contractor failed to respond.

B.3 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-6 Notice of Total Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.4 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

B.5 PRICE SCHEDULE

The Contractor shall provide meals for the John D. Dingell V.A. Medical Center’s Domiciliary in strict accordance with the Statement of Work as well as all contract clauses.

QUANTITIES ARE ESTIMATES ONLY. The total minimum quantity, or guaranteed minimum, for the contract is 1 unit per line item 1-7 and 0 units for line item 8 over the life of the contract. The maximum total quantity to be ordered under the contract shall not exceed double the estimated quantities in the schedule.

ORDERING PERIOD

Date of Award – June 30, 2018

1. Full Breakfast Saturday-Sunday 1,500 Meal ________ ________

1. Full Lunch Monday-Sunday 1,400 Meal ________ ________

1. Box Lunch (as ordered) 420 Meal ________ ________

1. Full Dinner Monday-Sunday 4,900 Meal ________ ________

1. Box Dinner (as ordered) 78 Meal ________ _________

1. Special Diet Tray

TOTAL: $_____________________________

B.6 STATEMENT OF WORK

I. Scope and Purpose

A. The contractor shall provide all supplies, equipment and personnel necessary to prepare, deliver and serve meals in a cafeteria-style setting as described below for the residents of the John D. Dingell VA Medical Center Domiciliary Residential Rehabilitation Treatment Program (JDDVAMC/DRRTP) hereafter referred to as DRRTP for the period of date of award – June 30, 2018. This program is located off campus at:

Connor Creek Village 4777 E. Outer Drive Detroit, MI 48234

B. Meals shall be provided three times per day and they shall meet the nutritional needs of the veterans served by the DRRTP as defined in the description of work in Section II. The resident census is expected to fluctuate but the expected daily census is approximately 30-50 residents.

C. Shall the location of the Domiciliary change throughout the course of the agreement, the Contractor shall continue to provide the agreed upon services if the location remains within the city limits of Detroit. The current facility does not have a fully functional cafeteria. However, if a fully functional cafeteria becomes available, a contract modification will be considered to change the location where services are provided and adjust the contract price accordingly.

II. Description of the Work

A. Meals as described below, the contractor shall provide and serve the food within the Connor Creek facility to the Veterans in a cafeteria style setting as stated below. The preparation shall occur in a kitchen fully licensed by the Wayne County Health Department.

B. Breakfast shall consist of a hot breakfast served Sunday through Saturday on all federal and non-federal holidays. Lunch shall be served Monday through Sunday with a full lunch delivered for the residents eating at the DRRTP and boxed lunches provided for those who will be off-site at lunch time. A full dinner shall be served Monday through Sunday and boxed dinners shall be available for ordering by VA residents unable to return in time for dinner. Themed dinner meals shall be provided on the following Holidays: New Years, Memorial Day, The Fourth of July, Veteran’s Day, Thanksgiving and Christmas – consultation with DRRTP will take place to determine the meal content on these occasions.

C. Definitions:

a) Full Dinner – This is defined as a full meal prepared by the vendor and served in a cafeteria style setting based on the nutritional needs of the Veterans.

b) Boxed Dinner – This is also a full meal, but is prepared in a “to-go” fashion so that our Veterans can take their dinner with them to work and other Vocational Rehabilitation assignments.

c) Themed Dinner -Full dinner that is only served once per year based on the holiday. Example: for Thanksgiving dinner, the Contractor shall provider Oven-baked Turkey and sides that meet nutritional requirements.

D. All meals shall meet USDA RDA requirements with a fat content of 30% or less.

E. The contractor shall have a registered Dietitian on staff to develop menu cycles for Veterans with special dietary needs.

F. At each meal, the contractor shall provide sufficient quantities of appropriate condiments as requested by the Domiciliary leadership team. Contractor shall supply a daily inventory checklist listing type and amounts of condiments supplied. Daily inventory of type and amounts of condiments supplied to DRRTP will be verified by nursing staff.

G. The individual trays used by residents to carry their plates and drinks shall be placed in the designated area for contractor pick-up and processing. Trays must be made of a hard-plastic material, Styrofoam is not acceptable.

H. The contractor shall provide a copy of the menu cycle and tally sheets at least two weeks in advance of project start-up to the Chief, DRRTP and Contracting Officer Representative (COR). The contractor shall furnish to the Chief, DRRTP and COR, in advance, a varied, full hot breakfast, bagged lunch and dinner menu, full dinner menu with at least a four-week meal cycle (meals must not be repeated during the cycle). No significant changes to the menu are permitted without the approval of the Chief, DRRTP. These changes shall be presented to the Chief, DRRTP within 24 hours of the change. The menu for the regular meals and the restrictive diet meals will be reviewed and approved in writing by a John D. Dingell VA Medical Center Registered Dietician or designee

I. Contractor shall provide snacks to DRRTP Residents. These snacks should be rotated on an ongoing basis and made available between all meals by providing them in a reach-in glass refrigerator (Arctic Air AGR23 or equal: https://www.centralrestaurant.com/Arctic-Air-AGR23-Single-Door-Glass-Reach-in-Refrigerator-c95p105150.html?st-t=google_shopping_081-051&gclid=EAIaIQobChMItO2_r6-C2QIV2AuBCh3Omgy8EAYYAyABEgKfGfD_BwE. These snacks should be restocked daily. The Contractor shall provide enough snacks to serve two snacks per Veteran each day. At least three different snacks must be provided daily, one of which must be fruit. These snacks should be rotated each week to provide variety. Each type of snack should not be used for more than 7 calendar days and the same snack cannot be used in consecutive weeks. Recommended snacks include Fruit, peanut butter crackers, string cheese, unsalted/unsweetened nuts, cheese crackers, protein bars, popcorn, Greek yogurt, and hard-boiled eggs.

J. The contractor shall designate a person who shall provide oversight to individuals working on this contract to ensure all requirements are met. This person shall be the point of contact for the VA.

K. The contractor shall be responsible for washing and sanitizing these individual trays, dishes, and utensils. The contractor shall prepare clean food trays, individual trays, and carts wrapped in plastic to ensure no contamination during transport to serving area. All plastic plates, glasses, cups, and cutlery shall be in covered containers or plastic wrap to ensure cleanliness is maintained during transportation to serving area.

L. The contractor shall serve/distribute the meals during at designated meal periods defined in Part V. The contractor must record which residents receive which meals when they are served.

M. The contractor shall supply disposable plates, cutlery, straws, glasses and cups in sufficient quantities to meet each meal demand.

N. The contractor shall meet or exceed the nutritional care requirements set forth by the Joint Commission in the Comprehensive Accreditation Manual for Hospitals (http://vaww.oqsv.med.va.gov/functions/integrity/accred/jointcommission.aspx). The contractor shall provide a quality assurance plan as part of the quote/proposal detailing how they intend to meet or exceed the Joint Commission standards.

O. The contractor shall provide a menu cycle that shall meet the following dietary requirements as needed when ordered by DRRTP nursing staff (PRIOR APPROVAL BY THE COR OF ANY MENU CHANGE IS REQUIRED):

90 Grams Protein

80 Grams Protein

80 Grams Protein

90 Grams Protein;

Moist Ground Meats; Soft Fruits and Vegetables; Requires no use of Teeth

90 Grams Protein

60 Grams Protein

*Meets USDA RDA for all nutrients of a 50 year old Male

P. DRRTP nursing staff will communicate changes to meal census, to include how many of what types of meals to provide, by 3:00pm each day for the following day’s count of meals needed. This communication shall occur by fax, email, or delivering a hard copy of tally sheet that will be designed by the Contractor and agreed upon by the COR. Meals must be labeled with the residents name for non-regular meals and the meal type from the above table listing. Upon delivery of all meals, they will be inventoried by VA personnel/nursing staff to ensure the proper number of the various meal types have been delivered, and that they are properly labeled. Historically, approximately 80% of the total meals provided have been regular meals, with the remaining 20% being a mix of the various special meal types.

Q. If a resident at the DRRTP has a specific food allergy, the Contractor shall prepare the required meals for these individuals in a manner that is safe and will not jeopardize the health of the residents. Meals that are provided for residents with specific food allergies should be marked and served separately. The government shall provide the contractor a daily-updated, by-name listing of those veterans with food allergies, and what those allergies are. If the contractor is made aware of any veterans with food allergies that are not on the government-provided listing, the contractor shall notify the COR immediately by phone and will not provide food containing suspected allergens.

R. The contractor shall furnish tally (production) sheets, menus, and a summary of the nutrient analysis of the regular and modified menus. The contractor shall provide tally sheets for both hot and cold items. These batched daily tally sheets for the month, shall be provided by the fifth (5th) working day of the following month.

S. The contractor shall prepare meals that meet all Federal, State and Local health standards. The contractor shall post the state certification at the preparation facility and shall meet all health and sanitation requirements at all times.

T. The contractor shall provide dairy products such as milk and ice cream in single service containers (i.e. cartons). Juices shall be provided in 4oz. pre-portioned single service cups or containers. Orange juice and milk shall be provided at each breakfast meal in sufficient quantities for all residents to receive one serving. Canned items shall be opened by the contractor and placed in storage containers with lids; all items shall be stamped with a use-by date.

U. The contractor shall provide fresh fruit each day. The amount of the fruit provided will be dependent on the census for that day. The Contractor shall provide one piece of fruit per resident per day. The fruit shall include apples, bananas, grapes, oranges, peaches, pears, and plums. Fruits shall be rotated on an on-going basis.

V. The contractor shall provide a cold beverage option at each meal such as fruit juices, flavored water, bottled water, or other sugar free products in individually wrapped containers of 8-12 oz.

W. The contractor shall provide a warming/steaming unit to keep hot foods warm enough to meet safety guidelines of a minimum of 140 degrees F between the time of delivery and the time of meal serving.

X. Every Monday by noon, the contractor shall provide the DRRTP Chief and the COR a written summary sheet via email of the supplies delivered, contents of meals delivered, and number of persons that were fed by the prepared meals during the previous seven day period.

III. Anticipated Quantity

A. The contractor shall provide three meals per day for all residents. The resident census is expected to fluctuate but the expected daily census is approximately 30-50 residents. If the resident population grows to greater than 75, the contractor may request a modification to the contract price. If the resident population decreases to less than 15 residents, the Government may request a modification to the contract price. Adjustments to the contract price will be based upon the pricing included in the pricing schedule

B. The Contractor shall establish a monitoring system to track the number of meals that each Veteran receives during their treatment course at the Domiciliary. This will occur at least 30 days prior to the activation of the cafeteria that will be used to fulfill the contract and it must be agreed upon by the COR.

IV. Location of Work to be Performed and Government Furnished Items

A. The serving of meals shall be at the Connor Creek Building, located at 4777 East Outer Drive, Detroit, MI 48234.

V. Required Time Frames

A. The contractor shall provide and pick up all food serving trays and patient serving trays in accordance with the following schedule:

Breakfast: Prepared and placed in serving tables/warming stations by 5:45 am each day. Pick up of large serving trays, individual meal trays, and resident trays used to carry food to the tables by 6:45 am each day. All boxed lunches for the day shall be delivered with breakfast. Breakfast times may vary based upon the work schedule of the residents at the DRRTP. If breakfast times need to be changed, the DRRTP team will notify the contractor by 3:00pm for the following day.

Lunch: Prepared and placed in buffet tables by 11:15 am each day. Serving will take place between 11:15-12:00 pm .

Dinner: Prepared and placed in buffet tables by 4:45 pm each day. Serving will take place between 4:45-5:30pm.

B. Food service shall be provided for 3 meals per day 7 days per week 365 days a year including federal and non-federal holidays.

VI. Inspection Requirements

A. The contractor shall monitor its employees’ performance and, based upon the results of such monitoring, shall on an as-needed basis, establish performance improvement activities to assure employee efficiency and knowledge and also, ensure employees are performing their duties in a manner consistent with all federal, state, and local rules and regulations, and as set forth by applicable regulatory agencies and this contract.

B. The contractor shall provide and maintain an inspection system in accordance with state, federal and local health standards under this contract. Complete records of all inspection work performed by the contractor shall be maintained and made available to the Government during contract performance.

C. If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again or to take the necessary action to ensure future performance conforms with contract requirements, the Government may 1) by contract or otherwise, perform the services and charge to the contractor any cost incurred by the Government that is directly related to the performance of such service or 2) reduce payment of invoices by the amount of the deficiency 3) terminate the contract for default

(End of Statement of Work)

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or 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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

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

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

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

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

(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:

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through June 30, 2018.

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

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $50.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $250,000.00;

(2) Any order for a combination of items in excess of $250,000.00; or

(3) A series of orders from the same ordering office within 60 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

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

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule,…