36C25018Q0574-001.docx

36C25018Q0574 RLRVAMC Valet Parking

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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

583-18-2-548-0017 36C25018Q0574 04-12-2018 Nikki Horther 260-426-5431 x 71593 05-08-2018 1:00 Department of Veterans Affairs Network Contracting Office 10 Ft. Wayne Campus 2500 E State Blvd Fort Wayne IN 46805 X X 812930 $38.5 Million X N/A X Department of Veterans Affairs Richard L Roudebush VA Medical Center 1481 W 10th Street Indianapolis, IN 46202

Department of Veterans Affairs Network Contracting Office 10 Ft. Wayne Campus 2500 E State Blvd Fort Wayne IN 46805

Department of Veterans Affairs Financial Management System (FMS) PO Box 149971 Austin TX 78714-9971 512-242-7300 N/A X Contractor shall furnish all necessary supervision, labor, uniforms, materials, equipment and supplies to provide Valet Parking Services for Richard L Roudebush VA Medical Center Veterans with an outpatient appointment in Indianapolis, IN in accordance with the Performance Work Statement.

See Schedule of Supplies/Services Questions shall be submitted in writing to the Contracting Officer at nikki.horther@va.gov no later than Monday, April 23 at 3:00 pm. No site visit is schedued.

583-3680152-548-840100-2580 010040195 X X Nikki Horther Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

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

a. CONTRACTOR: Name: ___________________________________________

Address: _________________________________________

City, State, Zip: ___________________________________

Telephone Number: ________________________________

Fax Number: _____________________________________

E-mail address: ___________________________________

DUNS: __________________________________________

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

[ ] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly [ ]

b. Semi-Annually [ ]

c. Other [X] Monthly

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.

5. SUBMISSION OF OFFER:

a. Offerors shall complete and return all information designated in:

1) Blocks 17(a) and 30(a-c) of SF 1449

2) Contract Administration Data

3) The Price/Cost Schedule, Section B

4) 52.212-1, Instructions to Offerors--Commercial Items, Quote Submission Information

5) 52.209-7, Information Regarding Responsibility Matters

6) 52.212-3, Representations and Certifications, or valid completion in SAM is acceptable

Information shall be received by the date and time specified in Block 8 of SF 1449 to be considered for award.

Sealed offers will be received at:

Department of Veterans Affairs, VANIHCS, Attn: Nikki Horther (90C), 2121 Lake Avenue, Fort Wayne, IN 46805 or, if hand-carried, to

Nikki Horther, VA Outpatient Annex, 2500 E State Boulevard, Room 703, Fort Wayne, IN 46805.

b. By submission of an offer, the offeror acknowledges the requirement that the prospective awardee shall be registered in the System for Award Management (SAM) database prior to award. Offerors who are not registered in SAM should consider applying for registration immediately. Registration in SAM is a requirement to conduct business with the Federal Government. If the prospective awardee is not registered in SAM within the timeframe specified by the Contracting Officer, the successful offeror may be removed from further consideration for award. Offerors can register in SAM at https://www.sam.gov.

c. Simplified Acquisition Procedures of FAR Subpart 13.5 are being used to conduct the procurement.

d. Offeror must be certified in the SAM representations and certifications in FAR 52.212-3 that the firm meets the small business size standard for the NAICS Code assigned to the procurement.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of Amendments to the Solicitation numbered and dated as follows:

AMENDMENT NO DATE

B.1 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned 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.2 SCHEDULE OF SUPPLIES/SERVICES

Description: Contractor shall furnish all necessary supervision, labor, uniforms, materials, equipment, and supplies to provide Valet Parking Services for Richard L Roudebush VA Medical Center (RLRVAMC) Veterans with outpatient appointments in accordance with the Statement of Work. Period of performance is from July 1, 2018 through June 30, 2019 with four one-year option periods to be exercised at the discretion of the Government.

Schedule of Services:

Base Year: Period of July 1, 2018 through June 30, 2019.

Option Year 1: Period of July 1, 2019 through June 30, 2020.

Option Year 2: Period of July 1, 2020 through June 30, 2021.

Option Year 3: Period of July 1, 2021 through June 30, 2022.

Option Year 4: Period of July 1, 2022 through June 30, 2023.

Total Base Year

Total Option Year 1

Total Option Year 2

Total Option Year 3

Total Option Year 4

Grand Total

B.3 PERFORMANCE WORK STATEMENT

Part I: General Information

A. Introduction Richard L Roudebush VA Medical Center (RLRVAMC), Indianapolis, IN has a requirement for valet parking services to improve Veteran access to the facility and alleviate potential parking issues. Valet parking will enable Veterans to be on time for appointments. Valet parking services begin the patient/visitor experience at RLRVAMC and set the tone for the experience.

B. Background RLRVAMC is a medical facility providing both inpatient and outpatient services to Veterans. Valet Contractor shall park and/or assist in parking approximately for 300 cars per day Monday through Friday. Approximately 1500-1700 Veterans are seen daily for outpatient services.

C. Scope Contractor shall furnish all necessary supervision, labor, uniforms, materials, equipment, and supplies to provide Valet Parking Services for RLRVAMC Veterans with an outpatient appointment and patient visitors. Services shall include valet ticketing, securing keys, vehicle parking and retrieval, and directing certain vehicles to and from valet greeting area located at the facility’s main entrance.

Part II: Work Requirements

A. Technical Requirements

1. Contractor shall provide experienced, fully trained and professional valet parking attendants to perform consistent, responsive, secure, and efficient valet parking services.

2. Contractor uniforms shall include company name, shall meet safety standards, and shall be clean, presentable and in good repair throughout the shift.

3. Attendants shall extend courtesy and respect to everyone, displaying a pleasant demeanor and courteousness. Attendants shall have a professional appearance in dress and hairstyle; and possess a thorough understanding of English. Items promoting a particular cause to include politics and religion shall not be allowed.

4. Attendants shall know basic directions for destinations within the Medical Center and assist with wayfinding.

5. Contractor shall provide VA approved valet claim checks to RLRVAMC patients, and shall secure keys, park, retrieve, and direct vehicles to and from the valet greeting area.

6. Contractor shall provide professional valet booth(s), canopy if necessary, locking key cabinet(s), safety cones, signs and other supplies, materials and/or miscellaneous items necessary to operate and manage the valet services. All signs shall be at least 30” x 30”. Hand-written signs shall not be allowed. Location of equipment and signs shall be approved by COR prior to set-up.

7. Contractor shall provide and install a minimum of two "No Tipping" signs. The “No Tipping” policy shall be strictly enforced. Valet parking attendants and all other parking staff shall not accept tips of any kind.

8. Contractor shall provide and install a minimum of two “Insurance Liability” signs for vehicle damage claims.

9. Contractor shall provide/install a minimum of two VA approved “After Hours Key Retrieval” signs directing patients, visitors, and others to where to retrieve keys after valet parking hours.

10. Contractor shall provide VA approved walkie-talkies or telephones for the Valet staff to communicate with RLRVAMC staff.

11. Contractor shall assess VA parking situation considering all parking spaces available in order to adjust the level of parking service and personnel required to perform under the contract without exceeding the required wait time to valet park and retrieve vehicles.

12. Contractor shall provide parking and traffic flow instruction as deemed appropriate and necessary to provide quality services.

13. Contractor shall ensure that 95% of valet parking patrons wait no more than ten minutes to be valet parked and no more than ten minutes for vehicle retrieval. Retrieved vehicles shall be delivered to the appropriate patient, family member or caretaker for ease in exiting the facility.

14. Contactor shall develop a system to monitor and report timelines of service which shall be provided to the Contracting Officer’s Representative (COR). The COR will audit the turnaround time and conduct unannounced inspections to assure that waiting periods do not exceed performance requirements. Contractor’s ability to manage traffic flow shall be audited to ensure that valet parking services are provided in a safe and efficient manner.

B. General Requirements

1. Contractor employees shall greet every vehicle (excluding buses, VA and other Veteran support transportation services dropping off or picking up patients; vendors; and contractor/vendors conducting business with RLRVAMC and VA employees).

2. Contractor employees shall ask patients/drivers which clinic/healthcare service will be visited or if they are visiting a patient, and the estimated time of departure.

3. Valet parking attendants shall assist valet parking patrons with getting in and out of their vehicles as well as with removal of wheelchairs, walkers, carts and/or personal medical equipment from vehicles if requested. Valet parking attendants shall provide minimal assistance but shall not be required to lift or pick up patients for entering or exiting their vehicles. Parking attendants shall deliver Government-provided wheelchairs as needed and coordinate with VA Voluntary Escort Service by dialing extension 82734 from any VA telephone to facilitate patient transportation from the valet greeting area to medical appointments and back to the valet greeting area. Wheelchairs are located at the main entrance of the hospital and will be near the valet booth.

4. Contractor shall direct all patients driving buses or large motor vehicles to self-park their vehicles in the parking areas designated by VA Police. Contractor shall not park these vehicles.

5. Contactor employees shall advise valet parking patrons to secure all personal items in a locked area (glove box, trunk) of their vehicle.

6. Parking patrons shall be treated courteously and with respect at all times. Parking attendants shall drive slowly and cautiously, paying attention to pedestrian traffic. Only Contractor employees shall park valet parking patron vehicles.

7. Contractor shall seek VA Police assistance or dial 911 in the event of a life threatening emergency or if an individual requires assistance, e.g., injured or stranded. The valet area shall be free of all vehicles in emergency situations or when a fire alarm is activated. The COR will provide the contractor with the facility’s Emergency Plan.

8. Contractor shall seek VA Police assistance in the event that any patient, visitor or employee impedes, restricts or prevents safe valet parking.

C. Parking Lots The Contactor shall utilize parking areas in the following manner (Valet Parking Diagram located in Section D).

1. The Atrium at the main hospital entrance is designated for valet parking patron drop off, pick up, and limited stacked parking. An open lane shall be maintained at all times for drop off and pick up provided by VA and other Veteran support transportation services.

2. Parking Lot C shall be utilized as valet parking on Level C. When all spaces are filled on Level C, valet parking shall begin in Lot H if necessary.

3. Parking Lot A has been designated for handicapped self-parking.

4. All parking lots are located on RLRVAMC property. The drawing is informational and for general orientation purposes.

5. Contractor employees shall park their personal vehicles at the Cold Spring Road facility located at 2669 Cold Springs Road, Indianapolis, IN 46222 site and take the shuttle bus to West 10th Street.

D. Safety

1. Contractor shall notify COR of any areas or items that might pose a safety hazard to patients, employees or visitors.

2. Contractor employees shall not use cell phones while parking vehicles or within the facility. Cell phone use shall only be permitted within the parking booth or outside of VA buildings.

3. No smoking is permitted in vehicles or on VA property, except in designated smoking area.

4. Contractor employees posing a health or safety risk to any person, who are disruptive and/or interfere with the operation of RLRVAMC shall be removed from the premises.

E. Liability

1. Contractor shall provide adequate on-site supervision to achieve quality assurance and to handle all customer concerns and parking incidents. All tasks shall be performed to preclude damage or defacement to vehicles or Government-owned furnishings, fixtures, equipment and facilities. Contractor shall report any damage observed or caused by Contractor personnel to the COR. Contractor shall be responsible for the replacement of items or repairs to vehicles or facilities to its previous condition if the Contractor is determined to be at fault for the damage.

2. Contractor shall be responsible for any lost keys and damage to vehicles. All vehicle damage claims brought to the attention of the Contractor shall be immediately investigated and validated claims shall be processed for settlement. All claims shall be reported to the COR within 24 hours of occurrence.

3. Any claim of damage or missing/stolen property involving valet parking patron vehicles shall be the responsibility of the Contractor. VA assumes no responsibility for such claims. All claims shall be directed to and handled by the Contractor. Corrective actions to resolve all claims shall commence immediately. All claims shall be settled within 14 working days, unless extenuating circumstances warrant additional time and the Contracting Officer approves an extension. All vehicle accidents or theft claims shall be immediately reported to the COR and VA Police for investigation.

F. Insurance Contractor shall provide and maintain insurance on all services and employees who provide services under this contract. Insurance shall include:

· FAR 28.307-2 and FAR 52.228-5 Worker’s Compensation and employer’s liability in accordance with applicable Federal and State worker’s compensation and occupational disease statutes.

· FAR 28.307-2 and FAR 52.228-5 - General Liability

· FAR 28.307-2 and FAR 52.228-5 - Automobile Insurance

· FAR 52.228-5 - Insurance-Work on Government Installation

· VARR 852.237-70 - Contractor Responsibilities

· VAAR 852.228-71 - Indemnification and Insurance

Prior to contract award, the Contractor shall furnish to the Contracting Officer certification from the insurance company indicating that the coverage has been obtained and that it shall not be changed or cancelled without guaranteed 30 day notice to the Contracting Officer. New certifications shall be furnished at least 30 days prior to the expiration date of the current insurance policy.

G. Monitoring Procedures:

1. The COR will monitor the Contractor's performance for:

· Customer service

· Compliance with 10-minute parking and retrieval time limit

· Parking and traffic flow

· Safety

· Security

· Patron and RLRVAMC employee interaction

2. Performance deficiencies or poor performance identified will be reported to the Contractor and the CO. All deficiencies or poor performance shall be documented. Contractor will be given a reasonable time to take corrective action and shall notify the CO and the COR when correction(s) have been made.

3. RLRVAMC may conduct independent customer satisfaction surveys to evaluate valet parking services. Results of valet parking surveys will be shared with the Contractor.

I. Deliverables

1. Contractor shall furnish insurance certificates to include:

· Workers’ Compensation and Employers Liabilities

· General Liability

· Automobile Insurance

· Indemnification and Insurance

2. Contractor shall submit monthly reports to the COR within five days of month end. Reports shall be sent electronically via email. The reports shall be legible and easy to understand. Reports shall be signed by the Supervisor or an authorized representative of the Contractor. The report shall include the following:

· Summary of the number of vehicles valet parked by date and time of day (e.g. morning or afternoon)

· A final summary sheet which includes the total number of vehicles from the lots utilized and peak times

· Any unusual events by date. This shall include any accidents or special situations with patients, visitors, VA employees, or VA volunteers.

· Reports or incidents in which the assistance of VA Police was requested.

Part III: Supporting Information

A. Security The C&A requirements do not apply and a Security Accreditation Package is not required however contractor employees shall be fingerprinted for a non-PIV badge. The cost for a Special Agency Check (SAC) is $30. Contractor shall be required to wear VA provided identification (ID) badges at all times while on the VA grounds. The Contractor shall be required to coordinate with to obtain the badges for all valet parking staff. All VA provided ID badges shall be returned at the end of the contract or upon completion of service.

B. Place of Performance:

Richard L Roudebush VA Medical Center, 1481 W 10th Street, Indianapolis, IN 46202

C. Period of Performance:

Period of performance is from July 1, 2018 through June 30, 2019 with four one-year option periods to be exercised at the discretion of the Government.

D. Government-Furnished Property

· Government-provided wheelchairs

· Emergency Plan, orientation and training on VA policies and procedures relating to security, patient privacy, safety, emergency procedures, accidents/injuries and communication with VA staff

E. Personnel Qualifications

· Contractor personnel shall be fully trained, experienced parking attendants with a valid Indiana driver’s license, be a U.S. citizen or legal resident and fluent in the English language. Contractor personnel shall be at least 18 years of age, have no criminal history, and be able to perform all general duties, functions and activities as required. Contractor personnel shall have expertise in the proper operation of all types of vehicles, and a commitment to the highest level of respect, courtesy, compassion and safety.

· All contractor personnel working on site shall have a Purified Protein Derivative (PPD) skin test prior to assignment to the contract and annually thereafter. Records shall be maintained in accordance with CFR 1910.1030. Contractor shall notify COR of any changes to an individual status.

· Contractor shall randomly test personnel working on site annually for alcohol and drugs or when reasons exist to suspect the use of illegal drugs and/or alcohol while on duty. Contractor shall notify the COR of findings and corrective action taken, if any, in the monthly report. The VA Police, within their official capacity, may also conduct these tests on contractor employees when reasons exist to suspect the use of alcohol and/or illegal drugs while on VA property.

F. Hours of Work:

1. Hours of operation are 7:00 am to 5:00 pm Monday through Friday with no break in service due to Contractor lunch or breaks; excluding Federal Holidays and any other day specifically declared by the President of the United States to be a Federal Holiday. Contractor shall adjust the level of valet parking staff as necessary to ensure an efficient operation. If deemed necessary by the Government, the hours of operation may be periodically adjusted based upon volume and demand.

2. Federal holidays are New Year's Day, Martin Luther King Day, President's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas, and any other day specifically declared by the President of the United States to be a national holiday.

3. Between 4:30 pm and 5:00 pm, no arriving vehicles shall be valet parked. This time shall be used for the retrieval of valet parked vehicles.

4. After 4:30 pm, Contractor shall be responsible for relocating all unclaimed vehicles to Parking Lot C, Level A lot (surface lot) on the east side of Building 1.

G. After Hours:

1. Contractor shall turn over the key box containing keys to remaining valet parking patron vehicles to VA Police at 5:00 pm. If the key box is not portable Contractor shall deliver keys in a VA approved lockable device, so keys are not lost or mishandled. At the end of shift Contractor shall secure Parking Lot C to restrict vehicle parking. VA will provide the required items to secure the designated valet parking area. Due to shift rotations, valet parking areas may need to be utilized by evening/night shift employees. In the event VA requires these parking spots, VA Police will ensure the area is cleared by 6:30 am.

36C25018Q0574 RLRVAMC Valet Parking

2. The Contractor shall inventory keys prior to turn over to VA Police Dispatch located in Building 1 Emergency Department and provide the exact location of the remaining vehicles. Patrons will retrieve their keys from VA Police.

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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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days of contract expiration.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 45 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.4 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes.