36C25021Q0022.docx

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

515-21-1-465-0001 36C25021Q0022 09-08-2020 Leitch, Sally L 317-988-1538 09-14-2020 14:00 Department of Veterans Affairs Network Contracting Office 10 8888 Keystone Crossing Suite 1100 Indianapolis IN 46240 X X 561612 $22 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 X See CONTINUATION Page The Battle Creek VA Medical Center requires Armored Car Services in accordance with the Statement of Work.

This will be a Firm Fixed Price, IDIQ contract.

This is a 100% Small Business Set-Aside.

Wage Determinations are attached for the following Counties:

Calhoun, Kent, and Wayne.

$0.00 See CONTINUATION Page X 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-network.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 Quoters.

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

8. QUESTIONS: All questions shall be submitted no later than the 3rd calendar day at Noon, Eastern Time, after the issuance of the solicitation to Sally.Leitch@va.gov. Phone calls shall not be accepted.

9. 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 PRICE/COST SCHEDULE

Contractor shall provide all necessary labor, equipment and transportation to provide armored car services as stated in the Statement of Work.

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 104 Trips 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 number of trips 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 trips listed in the price schedule will be needed at all times.

Billing: Contractor shall bill by CLIN equaling the total monthly cost, then break down each Sub-Clin of location and number of trips. Billing shall be completed once a month in arrears with all charges for the previous month.

For Example: October 2020 invoice will be submitted in November of 2020 listing all the required information as listed in the SOW and 52.212-4(g):

· CLIN 0001 Monthly Total of XXXX.

· Sub-Clin 0001AA Battle Creek VAMC 8 trips (provide dates) at @$XX = $XX;

· Sub-Clin 0001AB Canteen Service 8 trips (provide dates) at @$X= $XX;

· Sub-Clin 0001AC Wyoming VA Clinic 8 trips (provide dates) @$XX = $XX.

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.

Contractor shall enter the per trip cost for each subline item, with the annual total on the primary line item:

For Example:

$1,200.00

Armored Car Services

0001AA

12.00

TRP

$50.00

$600.00

Agent Cashier

0001AB

Canteen

12.00

TRP

$50.00

$600.00

ITEM INFORMATION

Armored Car Services Contract Period: Base POP Begin: 10-01-2020 POP End: 09-30-2021

0001AA

Armored Car Services Battle Creek VAMC per Trip Contract Period: Base

0001AB

Armored Car Services Canteen Service per Trip Contract Period: Base

0001AC

Armored Car Services Wyoming VA Clinic per Trip Contract Period: Base

Armored Car Services Contract Period: Option 1 POP Begin: 10-01-2021 POP End: 09-30-2022

1001AA

Armored Car Services

Contract Period: Option 1

1001AB

Armored Car Services

Contract Period: Option 1

1001AC

Armored Car Services

Contract Period: Option 1

Armored Car Services Contract Period: Option 2 POP Begin: 10-01-2022 POP End: 09-30-2023

2001AA

Armored Car Services

Contract Period: Option 2

2001AB

Armored Car Services

Contract Period: Option 2

2001AC

Armored Car Services

Contract Period: Option 2

Armored Car Services Contract Period: Option 3 POP Begin: 10-01-2023 POP End: 09-30-2024

3001AA

Armored Car Services

Contract Period: Option 3

3001AB

Armored Car Services

Contract Period: Option 3

3001AC

Armored Car Services

Contract Period: Option 3

Armored Car Services Contract Period: Option 4 POP Begin: 10-01-2024 POP End: 09-30-2025

4001AA

Armored Car Services

Contract Period: Option 4

4001AB

Armored Car Services

Contract Period: Option 4

4001AC

Armored Car Services

Contract Period: Option 4

Estimated Base Year

Estimated Option Year 1

Estimated Option Year 2

Estimated Option Year 3

Estimated Option Year 4

Total Estimated Contract Value

B.3 STATEMENT OF WORK

1. BACKGROUND

a. The Battle Creek VA Medical Center (VAMC) requires a contractor to furnish Armored Car Services for the Agent Cashier and Canteen services. Services shall furnish all necessary labor, supplies, equipment, transportation, and insurance to provide Armored Car Services to the VAMC, Canteen and Wyoming VA Clinic Agent Cashier in accordance with this Statement of Work.

b. PLACE OF PERFORMANCE

Battle Creek VAMC 5500 Armstrong Road Agent Cashier Bldg 2 Room 0016 Battle Creek, MI 49018 Battle Creek VAMC 5500 Armstrong Road Canteen Service Bldg 5 Room 100H Battle Creek, MI 49018 Wyoming VA Clinic 5838 Metro Way Agent Cashier Wyoming, MI 49519

Bank of America Cash Vault 29430 7 Mile Road Livonia, MI 48152 Chase Bank 30 Hill Brady Road Battle Creek, MI 49037

c. PERIOD OF PERFORMANCE

i. One-Year Base: 10/1/2020 – 9/30/2021

ii. Four, One-Year Options to be exercised at the Governments discretion.

d. MICHIGAN COUNTIES OF SERVICE:

i. Calhoun

ii. Kent

iii. Wayne

2. SCOPE

a. Contractor shall provide all necessary labor, supplies, equipment, transportation and insurance to provide the required armored car services in accordance with this SOW.

b. Contractor shall call for and receive funds, securities, and/or instruments, securely and distinctively sealed and/or locked and tagged as provided and transport and deliver the same in like condition to the consignees as designated by the VAMC Agent Cashiers and Canteen Service.

c. Contractor shall make weekly pick-ups and deliveries as required in this SOW.

d. Contractor shall be liable for up to $5,000.00 for each pick-up and delivery.

e. Contractor shall make available any necessary unscheduled trips for services needed.

f. Contractor shall maintain responsibility for safekeeping all shipments entrusted to their care from the time of pick-up and delivery.

g. Contractor shall be liable for the loss of shipments in their possession if the delivery fails to be signed for by the authorized consignee.

h. Contractor shall provide armed guards.

i. Contractor shall carry liability insurance and provide evidence of Coverage at solicitation, award and each time the policy is renewed.

3. TECHNICAL REQUIREMENTS

a. Contractor shall pick-up and deliver to the VAMC on Tuesdays and Thursdays of each week.

b. Contractor shall pick-up and deliver to the Canteen Service on Tuesdays and Thursdays of each week.

c. Contractor shall pick-up and deliver to the Wyoming VA Clinic on Wednesdays and Fridays of each week.

d. Contractor shall pick-up and deliver to Chase Bank on the same business day that the pick-up is made from the Canteen Service.

e. Contractor shall pick-up and deliver to Bank of America Cash Vault on the same business day that the pick-up is made from the VAMC.

f. Average Daily Liability:

i. VAMC and Wyoming VA Clinic: Average daily liability for the Agent Cashier funds will be $500.00 with peak liability of $2,000.00.

ii. Canteen Service: Average daily liability for the Canteen funds will be $500.00 with a peak liability of $5,000.00.

g. Armed guards shall be licensed firearm carriers with a clean firearm and driving record.

h. Contractor shall provide liability insurance with a maximum liability of $500,000.00 per trip.

i. Contractor shall provide insurance on all armored vehicles of at least $500,000.00.

j. Contractor prior to commencing work shall provide the Contracting Officer (CO) with certification from contractors insurance company indicating proof of proper coverage by bond on all risk insurance against theft and/or loss of goods, materials, cash, checks or other securities totaling up to $500,000.00 entrusted in the contractors care by the VAMC, Wyoming VA Clinic and Canteen Service.

k. Contractor shall procure and maintain workmen’s compensation and employer’s public liability insurance in accordance with the laws of the State of Michigan while this contract in in effect. This coverage shall not be cancelled or changed unless a 30-day written advance notice is provided to the Contracting Officer.

4. WORK HOURS

a. VAMC HOURS: 8:00 am – 4:30 pm Eastern Time, Monday through Friday, except Federal Holidays.

b. CANTEEN HOURS: 8:00 am – 3:30 pm Eastern Time, Monday through Friday, except Federal Holidays

c. WYOMING VA CLINIC HOURS: 8:00 am – 4:30 pm Eastern Time, Monday through Friday, except Federal Holidays.

d. FEDERAL HOLIDAYS: Services are not required on Federal Holidays, which are listed below:

i. New Year’s Day

ii. Martin Luther King’s Birthday

iii. Presidents 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.

e. CONTRACTOR DELIVERY TIMEFRAMES:

i. Contractor shall pick up cash from Bank of America Cash Vault in Livonia, MI and deliver the cash to the VAMC Agent Cashier on each Tuesday and Thursday, no later than 3:00 pm Eastern Time.

ii. Contractor shall pick up cash from VAMC Agent Cashier no later than 3:00 pm Eastern Time on Tuesday and Thursday and deliver cash to the Wyoming VA Clinic in Wyoming, MI the following business day no later than 3:00 pm Eastern Time.

iii. Contractor shall pick up cash from the Canteen Service on each Tuesday and Thursday and deliver cash to Chase Bank, Battle Creek, MI on the same business day that it is picked up from the Canteen.

iv. In the event of a delay or problem with the bank, the carrier shall notify the Agent Cashier and COR of the delay prior to departing the bank.

v. In the event the day designated for the performance of services shall be a federal, bank, legal or other holiday, or in the event of some other irregularity, performance shall be made on the next workday, unless stated otherwise.

5. CONTRACTOR RESPONSIBILITIES

a. Contractor shall provide the Government with a list of names and identification of authorized messengers.

b. Contractor shall be liable for the loss of shipments delivered into its possession if they should fail to deliver shipments to the consignee(s) in the same condition as when delivered to and receipted for by the contractor.

c. Contractor shall provide a receipt for all services (pick-ups and deliveries) via contractor provided logbooks for record of pick-ups and deliveries.

d. Contractor shall use a receipt by the consignee(s) as conclusive evidence that supplement was received securely sealed and that the package(s) were free from any cuts, holes, or other defects which could permit a loss of contents.

e. All deposits shall be transported in a locked bag.

f. Contractor shall ensure the VAMC, Wyoming VA Clinic and Canteen have all the required supplies to meet the requirements of this SOW.

g. All firearms shall be holstered or secured while inside the VAMC, Wyoming VA Clinic and Canteen Service.

h. All bagged monies shall be handled with extreme care to prevent rolled coins from breaking open.

i. Liability for services shall commence when deposits have been received into the contractor’s possession and shall terminate when same have been delivered to the consignee, provided, however that in any case where any deposits are delivered to the contractor not distinctly and securely sealed, the contractor shall not be liable for any shortage claimed in such deposit. This process and policy are the same for change.

j. Contractor shall ensure that if storage of deposits is required in company vault overnight or weekend, deposit of the monies shall be made the morning of the workday following pickup. Receipt shall be obtained from the bank and delivered to the appropriate government office.

k. Contractor shall accommodate any unscheduled necessary trips.

l. Contractor personnel shall wear a company uniform.

m. Contractor personnel shall wear identifying badges with the company name, employee name and picture of the employee.

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

o. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Parking shall be coordinated with the COR for each facility prior to commencement of work.

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

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

6. GOVERNMENT RESPONSIBILITIES

a. Only the Agent Cashier or COR shall sign for cash deliveries and pick-ups for the VAMC and Wyoming VA Clinic.

b. Only the Canteen Chief or Assistant Chief (or designated personnel in the Canteen) shall sign for cash deliveries and pick-ups for the Canteen Service.

c. Government and Canteen agree that it will prepare in securely and distinctively sealed and/or locked packages or containers properly tagged or marked with the name of the designated consignee thereof all funds, securities, and/or instruments for prompt delivery to the contractor pursuant thereto.

d. Government and Canteen shall ensure that the deposits are ready at the established pick-up time and shall not require the contractor to wait no longer than 10 minutes.

e. Government shall limit the number of unscheduled trips, to no more than four per month.

7. ADMINISTRATIVE INFORMATION

a. CONTRACTING RESPONSIBILITIES

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

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

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

1. Terms affecting price, or

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

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

v. 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.

b. NON-PERSONAL SERVICES:

i. 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, armored car services are considered essential for the VAMC, Wyoming VA Clinic and Canteen. Unless instructed by the Contracting Officer not to provide services as scheduled, services shall continue being offered as contracted by the Contractor.

8. BILLING AND INVOICING:

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

b. Monthly invoices shall be submitted in arrears, no earlier than the first day of the following month services were rendered and no later than the 15th business day after the month services were rendered.

c. VA has 30 days to certify invoices for payment once a proper invoice has been received. Do not check on payments until at least 45 business days after invoice submission and acceptance.

d. 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 Service Provided

viii. Line/Sub-Line Item number(s) of service 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.

xiii. Copy of trip documentation to support invoice.

e. 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 trip documentation supporting the invoice 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 as OB10), to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/customer-campaigns/veterans-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 is: http://www.x12.org.

The Contractor may contact the FSC at the phone or email addresses listed below with any questions about 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

36C25021Q0022

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

(viii) Name, title, and phone number of 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 points 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 the date of award through the last day of the effective performance period.

(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 25 Trips, 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 6 Trips;

(2) Any order for a combination of items in excess of 104 Trips; or

(3) A series of orders from the same ordering office within 3 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, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the last day of the effective performance period..

(End of Clause)

C.5 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.

(End of Clause)

C.6 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; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 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 and six (6) months.

(End of Clause)

C.7 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (DEVIATION 2019-01)

(a) Definition. "Small business concern," as used in this clause, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation.

(b) Applicability. This clause applies only to—

(1) Contracts that have been totally set aside or reserved for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(d) Agreement.

(1) For a contract at or below the simplified acquisition threshold, a small business concern may provide the end item of any firm. For a contract exceeding the simplified acquisition threshold and the requirements of paragraphs (d)(1)(i) through (iii) of this clause have not been waived by SBA in accordance with 13 CFR 121.1204, a small business concern that provides an end item it did not manufacture, process, or produce, shall—

(i) Provide an end item that a small business has manufactured, processed, or produced in the United States or its outlying areas;

(ii) Be primarily engaged in the retail or wholesale trade and normally sell the type of item being supplied; and

(iii) Take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice; for example, providing storage, transportation, or delivery.

(2) Paragraph (d)(1) of this clause does not apply to construction or service contracts.

(End of Clause)

C.8 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 09/30/2021. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made.