36C25020Q0640.docx

36C25020Q0640

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

583-20-4-626-0126 36C25020Q0640 05-29-2020 Leitch, Sally L 317-988-1538 06-12-2020

2:00 PM

Department of Veterans Affairs Network Contracting Office 10 8888 Keystone Crossing Suite 1100 Indianapolis IN 46240 X 812332 $41.5 Million N/A X Department of Veteran Affairs VA Medical Center (90 CSC) 1481 West Tenth Street Indianapolis IN 46202 Department of Veterans Affairs Network Contracting Office 10 8888 Keystone Crossing Suite 1100 Indianapolis IN 46240

Department of Veterans Affairs Financial Management System P O Box 149971 Austin TX 78714-9971 512-242-7300 N/A The Richard L Roudebush VA Medical Center with additional locations at Coldspring Road Office, and Wakeman VA Clinic require floor mat services on a bi-weekly basis in accordance with this Performance Work Statement.

Schedule of Services begins on page 5.

Evaluation Factors begins on page 7 2.

3.

All questions for this RFQ are due by Noon, 6/5/2020 EST.

via email only. No phone questions will be answered.

583-3600162-626-856100-2542 010056100 X X Sally L Leitch Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. Contractor: _______________________ Address: _______________________

Contractor Point of Contact (POC) for Contract: __________________________

Alternate POC for Contract: ______________________ Title: ______________________ Phone: ______________________ Email: ______________________

DUNS NUMBER: ____________ TAX ID: _______________ Business Size: ___________________

b. GOVERNMENT: Contracting Officer 00242 Sally L Leitch, 317-988-1538 Sally.Leitch@va.gov Department of Veterans Affairs Network Contracting Office (NCO 10) 8888 Keystone Crossing Suite 1100 Indianapolis, IN 46240

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

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [x] Monthly to: http://www.tungsten-etwork.com/us/en/

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.

Tungsten Network: http://www.tungsten-network.com/customer-campaigns/veterans-affairs-us/

5. SECURE FAX: All faxes in regard to this contract shall contain the following on the coversheet:

This fax is intended only for the use of the person or office to which it is addressed and may contain information that is privileged, confidential, or protected by law. All others are hereby notified that the receipt of this fax does not waive any applicable privilege or exemption for disclosure and that any dissemination, distribution, or copying of this communication is prohibited. If you have received this fax in error, please notify this office immediately at the telephone number listed above.

6. QUOTE SUBMISSION: Follow the submission instructions provided in the instructions to Offerors.

7. LATE QUOTE SUBMISSION: Late submissions shall not be considered.

8. ACKNOWLEDGEMENT OF AMENDMENTS: Contractor shall acknowledge any and all amendments and include a signed copy with their quote submission. List of Amendments are listed below

REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK

B.2 SCHEDULE OF SERVICES AND PRICING

Contractor shall provide all necessary labor, equipment and transportation to provide floor mat and runner services on a weekly (as needed) or bi-weekly basis. Contractor shall guarantee delivery of the highest quality textile service floor mats and runners at all times. Each mat/runner shall be laundered and returned the following service date to replace the current mat/runner in use. Each mat shall be exchanged for the same size, color, and/or logo mat/runner currently being used at each location. Mat sizes are various lengths, widths and gauge. All mats/runners shall be exchanged whether it is soiled or not. All designated areas shall have a mat/runner. Services shall be in accordance with the Statement of Work and List of Locations.

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

Minimum Guarantee: The minimum guarantee for this contract is $2,500.00 over the life of the contract and all options.

Maximum Contract Value: The maximum value of this contract shall be no more than $100,000.00 over the life of the contract, all options and modifications.

Estimated Quantities: The Government has provided their best estimate as to the quantity of mats that will be required over the base year and all four one-year option periods. The need for services may change due to needs of the medical center. There is no guarantee that the exact number of mats listed in the price schedule will be needed at all times.

Instructions: Contractor shall use this Schedule of Services document to propose prices on. Contractor shall not alter the form in any way, except to enter pricing information.

PRICE SCHEDULE BEGINS ON NEXT PAGE

BASE YEAR: 08/01/2020 – 7/30/2021

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

CLIN: 0001

Mat Color

Bi-Weekly exchanges Total Cost

0001 Estimated Base Year Cost

Each

Each

VA Clinic 2601 Coldspring Road, Indianapolis, IN 46222

CLIN: 0002

Mat Color

Bi-Weekly exchanges Total Cost

0002 Estimated Base Year Cost

Each

Each

Wakeman CBOC 3791 10th Street, Edinburgh, IN 46124

CLIN: 0003

Mat Color

Bi-Weekly exchanges Total Cost

0003 Estimated Base Year Cost

Each

Total Estimated Base Year

Each

OPTION YEAR 1: 08/01/2021 – 7/30/2022

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

CLIN: 1001

Mat Color

Bi-Weekly exchanges Total Cost

1001 Estimated Option Year 1 Cost

Each

Each

VA Clinic

CLIN: 1002

Mat Color

Bi-Weekly exchanges Total Cost

1002 Estimated Option Year 1 Cost

Each

Each

Wakeman CBOC

CLIN: 1003

Mat Color

Bi-Weekly exchanges Total Cost

1003 Estimated Option Year 1 Cost

Each

Total Estimated Option Year 1

Each

OPTION YEAR 2: 08/01/2022 – 7/30/2023

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

CLIN: 2001

Mat Color

Bi-Weekly exchanges Total Cost

2001 Estimated Option Year 2 Cost

Each

Each

VA Clinic

CLIN: 2002

Mat Color

Bi-Weekly exchanges Total Cost

2002 Estimated Option Year 2 Cost

Each

Each

Wakeman CBOC

CLIN: 2003

Mat Color

Bi-Weekly exchanges Total Cost

2003 Estimated Option Year 2 Cost

Each

Total Estimated Option Year 2

Each

OPTION YEAR 3: 08/01/2023 – 7/30/2024

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

CLIN: 3001

Mat Color

Bi-Weekly exchanges Total Cost

3001 Estimated Option Year 3 Cost

Each

Each

VA Clinic

CLIN: 3002

Mat Color

Bi-Weekly exchanges Total Cost

3002 Estimated Option Year 3 Cost

Each

Each

Wakeman CBOC

CLIN: 3003

Mat Color

Bi-Weekly exchanges Total Cost

3003 Estimated Option Year 3 Cost

Each

Total Estimated Option Year 3

Each

OPTION YEAR 4: 08/01/2024 – 7/30/2025

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

CLIN: 4001

Mat Color

Bi-Weekly exchanges Total Cost

4001 Estimated Option Year 4 Cost

Each

Each

VA Clinic

CLIN: 4002

Mat Color

Bi-Weekly exchanges Total Cost

4002 Estimated Option Year 4 Cost

Each

Each

Wakeman CBOC

CLIN: 4003

Mat Color

Bi-Weekly exchanges Total Cost

4003 Estimated Option Year 4 Cost

Each

Total Estimated Option Year 4

Each

Base Year

Option Year 1

Option Year 2

Option Year 3

Option Year 4

Total Estimated Contract Cost

B.3 STATEMENT OF WORK

Part I: General Information

1. Introduction:

The Richard L Roudebush VA Medical Center has a requirement for floor mat services as the main medical center and two off-site locations to ensure cleanliness of each facility and safety for patients, visitors and employees. Services shall be conducted on primarily a bi-weekly basis to ensure mats are being rotated out and cleaned on a consistent basis. Weekly exchanges may be required based on weather and increased foot traffic as determined necessary by the Government.

2. Scope:

The Contractor shall provide all necessary labor, equipment and transportation to provide floor mat and runner service. Contractor shall guarantee delivery of the highest quality textile floor mat and runner services at all times. Each mat/runner shall be laundered and returned the following service date to replace the current mat/runner in use. Each mat shall be exchanged for the same size, color and/or logo mat/runner being used at each location. Mat sizes are various lengths, width, and gauge. All mats/runners shall be exchanged whether it is soiled or not. All designated areas shall have a mat/runner.

3. Specifications and Technical Requirements:

a. Specifications:

i. Contractor mats shall be of a quality and condition acceptable to the VA.

ii. Mats shall be free of stains, tears, and holes.

iii. Mats with minor tears, open seams, stains, etc. are not acceptable and shall not be used.

iv. Mats that do not lay flat pose a safety hazard and shall not be accepted for use at any of the VA facilities.

v. Contractor Company name and logo shall be clearly labeled on the underside of all mats.

vi. Mats shall be heavy traffic, rubber-backed, dirt and moisture trapping pile entrance mats.

vii. Color of mats will be determined by the VA.

viii. Exterior mats should be black with wide trap treads.

ix. All mats must have appropriate backing for where they will be placed:

1. Smooth back for tiled areas

2. Gripper back for carpeted areas

x. Rubber mats shall have a slip-resistant surface, a minimum of 3/8” thick, heavy weight and certified slip-resistant by the National Floor Safety Institute.

xi. If at any time the mats do not meet the quality and condition acceptable to the VA the Contractor shall exchange the mat at no additional cost to the Government.

b. Technical Requirements:

i. Each mat/runner shall be laundered and returned the following service date to replace the current mat/runner in use.

ii. Each mat shall be exchanged for the same size, color, and/or logo mat/runner in use at each location.

iii. At no time shall a mat/runner not be exchanged.

iv. At no time shall a designated area be left without a mat/runner.

v. All mats at all locations shall be exchanged on a bi-weekly schedule. This is estimated at 26 exchanges annually at each location.

vi. Depending on the weather and foot traffic it may be necessary at times to require a weekly exchange of some mats.

4. Delivery:

All mats/runners shall be picked up by the Contractor and exchanged with clean mats/runners at the designated locations on the designated delivery schedule agreed upon by both the Government and Contractor.

a. A delivery receipt with a detailed list of mats and locations shall be provided at each location for each delivery to provide confirmation of delivery, and services provided.

b. Interference to Normal Function:

i. Contractor may be required to interrupt their work at anytime so as to not interfere with the normal functioning of the facilities, including utility services, fire protection systems, and passage of facility patients, personnel equipment and carts.

ii. In the event of an emergency, contractor services may be stopped and rescheduled at no additional cost to the government.

iii. Contractor personnel shall inform the COR or designee of the need to gain access to secured areas. If access is required to a secured area, prearranged scheduling will be made with the COR or designee.

iv. In the event of weather or increased foot traffic contractor may be required to adjust some exchanges to weekly on a temporary basis.

5. Contractor Badges and Parking:

a. Contractor upon award shall provide the Contracting Officer and COR with a list of contractor employees expected to enter the buildings to pick-up and exchange mats/runners.

b. While on VA premises, all contractor personnel shall comply with VA rules, regulations, and procedures governing the conduct of personnel and the operation of the facility.

c. The VA shall supply an access badge to each contractor employee when they arrive at each station. Contractor Employees shall wear this badge at all times while performing services on location. Badges shall be turned in at the end of each delivery at each location to the COR or designee.

d. Contractor personnel shall safeguard the access badge and immediately report any lost, stolen, or destroyed badges to the COR.

e. Badges shall be worn at or above the waist and badge will be facing forward at all times.

f. It is the responsibility of the contractor personnel to park in the appropriate designated parking areas. Parking shall be coordinated with each facility and the COR for the contract.

g. The VA does not validate or make reimbursement for parking violations of the contractor’s personnel under any circumstances.

h. All VA properties and areas are smoke-free. No smoking shall be adhered to while on each campus.

Part II: Supporting Information

1. Security:

Contractor personnel shall check-in with security and the COR for each pick-up/exchange.

2. Places of Performance:

Locations:

Richard L Roudebush VA Medical Center 1481 W. 10th Street Indianapolis, IN, 46202 VA Coldspring Road 2601 Coldspring Road Indianapolis, IN 46222

Wakeman CBOC 3791 10th Street Edinburgh, IN, 46124

Buildings at Each Location:

Main Building Building 6 Building 19 Building 21 Parking Garage Veterans House Building 7 Building 9 Building 43 Building 1010 Building 1012

3. Period of Performance:

a. This requirements contract is for a one-year base period, with four one-year option periods available to the Government to exercise at their discretion.

b. Base year is 8/1/2020 – 7/31/2021.

4. Hours of Work:

a. Richard L Roudebush normal work hours are, Monday-Friday 8:00a-4:30p

b. Coldspring Road normal work hours are, Monday-Friday 8:00a-4:30p

c. Wakeman CBOC normal work hours are, Monday-Friday 8:00a-4:30p

d. All work shall be performed during regular business hours unless the CO or COR determine that the services are needed out-side of normal working hours.

e. Services are not required on Federal Holidays, which are listed below. If a delivery falls on a federal holiday, the delivery will be rescheduled at an agreed upon time with the COR or designee.

i. New Year’s Day

ii. Martin Luther King’s Birthday

iii. President’s Day

iv. Memorial Day

v. Fourth of July

vi. Labor Day

vii. Veterans Day

viii. Thanksgiving Day

ix. Christmas Day, and

x. Any other day that the President of the United States determines to be a Federal Holiday.

5. Contracting Responsibilities:

a. The designated Contracting Officer is the only person authorized to approve changes or modify any of the requirements of this contract.

b. Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration.

c. Only the Contracting Officer is authorized to make commitments or issue any modification to include but not limited to:

i. Terms affecting price, or

ii. Terms affecting the quality or quantity of the services listed in this contract.

d. The Contracting Officer is the final authority on validating complaints.

e. In the event that the Contractor effects any such change at the direction of any person other than the Contracting Officer without prior authority, no adjustment shall be made in the contract price to cover any increase in costs incurred as a result thereof.

f. In the event that the procured services on this contract do not meet the VA’s quality and/or safety expectations, the best remedy will be implemented, to include but not limited to a targeted and time limited improvement plan, increased monitoring of the contracted services, consultation or training for Contractor personnel to be provided by the VA ; replacement of the personnel and/or renegotiation of the contract terms or termination of the contract.

6. Non-Personal Services:

Government and Contractor agree that the Contractor and all of its employees shall not be considered VA employees for any purpose. In the event of an emergency, floor mat services are considered essential for safety at the medical center for all patients, visitors and employees. Unless instructed by the Contracting Officer not to provide services as scheduled, services shall continue being offered as contracted by the Contractor.

7. CPARS

Registration with Contractor Performance Assessment Reporting System (CPARS).

As prescribed in FAR Part 42.15, the Department of Veterans Affairs (VA) evaluates contractor past performance on all contracts and contracts that exceed $250,000.00 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, New Hampshire. 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 Federal Awardee Performance and Integrity Information System (FAPIIS). FAPIIS is a web-enabled application accessed via CPARS for contractor responsibility determination information.

Each contractor whose contract award is estimated to exceed $250,000.00 requires a CPARs evaluation. A government Focal Point will register your contract within 30 days after award and, at that time, you will receive and email message with a User ID (to be used when reviewing evaluations). Additional information regarding the evaluation process can be found at www.cpars.gov or if you have any questions you may contact the Customer Support Desk at DSN: 684-1690 or COMM: 207-438-1690.

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 60 days to submit any comments and re-assign the report to the CO.

Failure for the contractor’s representative to respond to the evaluation within those 60 days will result in the governments evaluation being placed on file in the database with a statement that the contractor failed to respond. The Contractor’s representative will be locked out of the evaluation and may no longer send comments.

8. Billing and Invoicing:

In accordance with this contract, all services shall be billed in arrears on a monthly basis.

A proper invoice that is submitted for payment, shall be accepted and certified for payment if:

a. Monthly invoice is submitted in arrears, no later than the 15th business day of the following month that services were rendered.

b. Invoice contains in addition to the information required for submission of a ‘proper’ invoice in accordance with FAR 52.212-4(g) the following information:

i. Name and Address of Contractor

ii. Invoice Date and Invoice Number

iii. Contract Number

iv. Contract Order Number

v. Purchase Order Number

vi. Date Range of Services Provided

vii. Description of Services Provided

viii. Line/Sub-Line Item number(s) of services provided to include site Name reference

ix. Quantity of each Line/Sub-Line item

x. Unit Rate for each Line/Sub-Line Item

xi. Total Cost for each Line/Sub-line Item

xii. Total Invoice Cost

c. The Certifying Official will confirm the information in the submitted invoice to the contract and invoice to ensure it is correct and valid.

i. The invoice shall be compared to the delivery tickets that are provided on each delivery day at each site to ensure the VA records match the Contractor records on the invoice.

ii. If the invoice submitted is not a proper invoice, the certifying official shall refuse the invoice with a detailed statement as to why the invoice was refused.

iii. Contractor shall make corrections and resubmit using a separate invoice number, notating the invoice number it is replacing.

9. Vendor Electronic Invoice Submission Methods:

Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

VA’s Electronic Invoice Presentment and Payment System – the FSC uses a third-party contractor, Tungsten Network (referred to OB10), to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/customer-campaigns/veterand-affairs-us/ to enroll in the program and begin submitting the electronic invoices, free of charge.

A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Website: http://www.x12.org

The Contractor may contact the FSC at the phone or email addresses listed below with any questions about the e-invoicing or Tungsten Network:

a. OB10 e-Invoice Setup Information: 1-877-489-6135

b. OB10 e-Invoice email: VA.Registration@ob10.com

c. FSC e-Invoice Contact Information: 1-877-353-9791

d. FSC e-Invoice email: vafsccshd@va.gov

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of persons to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment. —

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

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 08/01/2020 through 07/31/2025.

(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…