36C25619Q0466-002.docx

36C25619Q0466

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

629-19-2-087-0010

03-27-2019

ARLENE A. BLADE

318-466-4281 04-08-2019 4:00 pm 00502

ALEXANDRIA VA HEALTH CARE SYSTEM

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA LA 71306-9004

X

Y 325412 1250 Employees

NET 30

N/A

00502

DEPARTMENT OF VETERANS AFFAIRS

SOUTHEAST LOUISIANA HEALTH CARE SYSTEM

NUCLEAR MEDICINE - Room 2G 221

2400 CANAL STREET

NEW ORLEANS LA 70119

00502

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

2495 SHREVEPORT HIGHWAY

PINEVILLE LA 71360-4004

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714 877-353-9791 512-460-5429

See CONTINUATION Page RFQ for delivery of radioactive material(s) in the form of radiopharmaceuticals (radio-isotopes) along with ancillary medications and support materials to the Southeast Louisiana Veterans Health Care System located in New Orleans, LA 70119 IAW the Statement of Work.

See CONTINUATION Page

629-3690160-087-822200-2631 010022200

ARLENE A. BLADE

Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C256 ARLENE A. BLADE

ALEXANDRIA VA HEALTH CARE SYSTEM

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA LA 71306-9004

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

Page 1 of Page 1 of

Statement of Work

RADIOPHARMACEUTICAL AND ANCILARY

Southeast Louisiana Veterans Health Care System New Orleans, LA

The overall purpose is to provide delivery of radioactive material(s) in the form of radiopharmaceuticals (radio-isotopes) along with ancillary medications and support materials to Southeast Louisiana Veterans Health Care System (SLVHCS) in the Nuclear Medicine Department, Room 2G 221, 2400 Canal St, New Orleans, LA 70119.

Product is used as an Imaging pharmaceutical and administered by IV injection or orally by a Nuclear Medicine Technologist prior to the Nuclear Medicine study.

RADIOPHARMACEUTICAL DELIVERABLES

DELIVERY

· All radiopharmaceuticals shall be delivered in unit dose form in lead-shielded containers. Plastic shrink wrap fitted at union of container cap and base to ensure proper seal.

· The first daily delivery shall be made to SLVHCS, Nuclear Medicine Department; room 2G 221 by 6:30 a.m. unless prior authorization arrangements have been made. Subsequent deliveries will likewise be made as described above as needed.

· All delivery personnel from radio-pharmacy will be escorted to Room 2G 221.

· After hour deliveries to include Weekends (Saturday/Sunday) and all Federal Holidays (or any other day specifically declared by the President of the United States to be a national holiday) will be made available. If Nuclear Medicine personnel are not present, please contact the V.A. Police. They will escort and unlock the Nuclear Medicine Department 2G 221 for placement of the packages.

· Requests for emergency doses shall be delivered within 60 minutes of placing the order. Emergency and priority studies consist of 20% -30% of the daily schedule. Radioactive shipments prepared in advance to anticipate emergency or routine studies are not acceptable.

· No delivery charge shall be made for required additional deliveries during normal working hours, i.e. 6: 30a.m - 4:30p.m.

PRODUCT SCHEDULE

Annual quantities are estimated and are not guaranteed. Actual quantities ordered may be greater or less than those listed. Where pricing is submitted and award is made, items have no maximum order estimate and the minimum guaranteed total value of all orders is $1000. See Section C.5, FAR Clause 52.216-22 Indefinite Quantity.

BASE YEAR plus 2 OPTION YEARS

In order to be considered for a government award, the firm must be registered in SAM @ www.sam.gov The Southeast Louisiana Veterans Health Care System is seeking to purchase Radiopharmaceuticals for a Base year and two (1) Year Option Years.

PLEASE NOTE: Offeror MUST BE able to be FULLY OPERATIONAL by 5/1/2019. If this stipulation CAN NOT be meet, the quote will be considered TECHNICALLY UNACCEPTABLE.

All interested companies shall provide quotation(s) for the following:

1) BASE PERIOD Nuclear Radiopharmaceutical unit dose delivery. Base Period of Performance: Date of award to 09/30/2019.

6 MONTHS

Grand Total

SCHEDULE OF SUPPLIES AND SERVICES

Contractors are required to provide pricing in the following format:

BASE Period: Date of Award-9/30/19

(PER DOSE, PER MCI)

OPTION YEAR 1: 10/01/2019-9/30/20

(PER DOSE, PER MCI)

OPTION YEAR 2: 10/01/2020-9/30/21

(PER DOSE, PER MCI)

CHANGES TO STATEMENT OF WORK

Any changes to this SOW shall be authorized and approved only through written correspondence from the Contracting Officer. A copy of each change will be kept in a project folder along with all other products of the project. Costs incurred by the contractor through the actions of parties other than the Contracting Officer shall be borne by the contractor.

SPECIAL REQUIREMENTS

The contractor (Radio-Pharmacy) will be required to attend a Post Award Orientation Conference prior to start of work. The purpose of the conference is to aid both Government and contractor personnel to (1) achieve a clear and mutual understanding of all contract requirements, and (2) identify and resolve potential problems. It is not a substitute for the contractor's fully understanding the work requirements at the time offers are submitted.

The personnel assigned by the contractor to perform the services covered by this contract shall be licensed in a State, Territory, or Commonwealth of the United States or the District of Columbia. The qualifications of such personnel shall also be subject to review by the VA Chief of Staff and approval by VA Facility Director.

The parties of the contractor shall not be considered VA employees for any purpose and shall be considered employees of the contractor.

CONFIDENTIALITY AND NONDISCLOSURE

The preliminary and final deliverables and all associated working papers, application source code, and other material deemed relevant by VA which have been generated by the contractor in the performance of this task order are the exclusive property of the U.S. Government and shall be submitted to the Contracting Officer after the task order.

No information shall be released by the contractor. Any request for information relating to this task order presented to the contractor shall be submitted to the Contracting Officer for response.

Press releases, marketing material or any other printed or electronic documentation related to this project, shall not be publicized without the written approval of the Contracting Officer.

INVOICES AND PAYMENT:

All payments made under the contract will be made monthly, in arrears. No advance payments will be authorized.

The Contractor shall submit a monthly invoice by the fifteenth (15th) of the month for the previous month’s service. The Contractor shall not invoice until all required documentation is complete, i.e., operation report dictated and signed by the Contract employee. Invoices will be returned when documentation is missing, inaccurate or incomplete.

The invoice shall contain the contract number, obligation number, date of supply, name of individual who provided the service and the contracted charge for the service provided.

The Contracting Officer Representative (COR) will be the Point of Contact (POC) for any questions regarding the contract. The COR will be responsible to cross reference all shipping/packing slips against invoices submitted for payment for accuracy. The COR will contact the Contractor for resolution for any discrepancies.

The invoice must include the information outlined in FAR Clause 52.214-4, Contract Terms and Conditions – Commercial Items.

Invoices shall comply with FAR 32.905.

Invoices shall be submitted through VA’s Electronic Invoice Presentment and Payment System (IPPS). (See Web site at http://www.fsc.va.gov/einvoice.asp.)

The Contractor shall contact the COR if they do not receive payment within 45 calendar days of submission of a proper invoice.

CONTRACT ADMINISTRATION:

The Contractor shall contact the Contracting Officer on all matters pertaining to the administration of the contract. Only the Contracting Officer is authorized to make commitments or issue changes which will affect price, quantity, quality, services or delivery of this contract.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

I-123 - 100 uCi FOR THYROID UPTAKE ONLY Contract Period: Base POP Begin:

POP End:

LOCAL STOCK NUMBER: 3600

I-123 - 400 uCi FOR THYROID IMAGING ONLY

POP Begin: 05-01-2019 POP End: 09-30-2019

1-123 - 5 mCi mini cap FOR NUC MED CA METS THYROID IMAGING

99mTc SULFUR COLLOID - 10 mCi FOR NUC MED MARROW BONE IMAGING

99mTc FILTERED S.C. - 1 mCi FOR LYMPHOSCINITIGRAPHY

99mTc 04 - 25 mCi FOR NU MED HEMANGIOMA LIVER

99mTc 04 - 25 mCi FOR SPECT LIVER

99mTc SULFUR COLLOID - 5 mCi FOR NUC MED LIVER/SPLEEN

99mTc CHOLETEC - 10 mCi FOR HEPATOBILIARY/GALLBLADDER

99mTc DTPA - 1 mCi FOR GASTRIC EMPTYING

99mTc 04- 25 mCi FOR NUC MED GI BLOOD LOSS IMAGING

99mTc 04-25 mCi FOR NUC MED MECKELS LOCALIZATION

99mTc MDP - 25 mCi FOR NUC MED BONE SCAN, WHOLE BODY

99mTc MDP - 25 mCi FOR NUC MED BONE (III PHASE)

TI-201 - 4 mCi FOR NUC MED REST/REST MYOCARDIUM (SPECT)

99mTc 04-25 mCi FOR NUC MED GATED HEART/MUGA

99mTc MAA - 5 mCi FOR NUC MED LUNG PERFUSION V/Q

Xe-133 - 25 mCi FOR NUC MED LUNG VENTILATION V/Q

99mTc MAA - 5 mCi FOR NUC MED PULMONARY QUATITATIVE

99mTc Mag 3 - 10 mCi FOR NUC MED RENAL SCAN AND FLOW

99mTc Mag 3 - 10 mCi FOR NUC MED RENAL LASIX

Ga-67 - 6mCi FOR NUC MED TUMOR LOCALIZATION, WHOLE BODY

In-111 PENTETREOTIDE (OCTREOTIDE) - 6 mCi FOR NUC MED NEUROENDOCRINE TUMOR

I-123 IOFLUPANE 3-5 mCi FOR DAT SCAN BRAIN IMAGING

I-123 LOBENGUANE SULFATE (ANDREVIEW) 1-10 FOR MIBG ADRENAL SCAN (ANDREVIEW)

Ga-67 - 5 mCi FOR NUC MED GALLIUM (ABSCESS)

In-111 OXINE LEULOCYTES - .5 mCi FOR NUC MED WHITE BLOOD CELL LOCALIZATION

I-131 PHYSICIAN DETERMINED FOR NUC MED THERAPY THYROID

In-111 DTPA - .5 mCi FOR NUC MED CISTERNOGRAM

99mTc SESTAMIBI (CARDIOLITE) - 25 mCi FOR NUC MED PARATHYROID

99mTc SESTAMIBI (CARDIOLITE) - 30 mCi FOR MYOCARDIAL PERFUSION SINGLE STUDY HIGH DOSE

" 99mTc SESTAMIBI (CARDIOLITE) - 10 mCi FOR MYOCARDIAL PERFUSION MULTIPLE STUDY LOW DOSE"

ADDITIONAL SUPPORT PHARMACEUTICAL, KINEVAC SINCALIDE FOR INJECTION 5 mcg

ADDITIONAL SUPPORT PHARMACEUTICAL, HESPAN/HERARIN SYRINGE KIT FOR WBC BLOOD TAB

ADDITIONAL SUPPORT PHARMACEUTICAL, ULTRATAG RBC 5 VIAL KIT

SUPPORT ITEM, A/C MASK, BACTERIA FILTER, ULTRAFLEX TUBING/BIODEX STOCK NO. 132-681

SUPPORT ITEM, DRIERITE, 1 LB/BIODEX STOCK NO. 139-101

SUPPORT ITEM, SODA-LIME, 1 LB/BIODEX STOCK NO. 130-019

SUPPORT ITEM, DRIERITE DISPOSABLE CARTRIDGE

SUPPORT ITEM, SODA-LIME DISPOSABLE CARTRIDGE

SUPPORT ITEM, 2.0mCi 68 GERMANIUM 27CM LARGE VOLUME PHANTOM

SUPPORT ITEM, CO 57 RECTANGULAR 10mCi COBLALT FLOOD UNIFORMITY

SUPPORT ITEM, 1.0mCi 68 GERMANIUM LINE SOURCES

SUPPORT ITEM, 10 mCi 153 GADOLINIUM LINE SOURCE FOR SYMBIA AUTO QC

SUPPORT ITEM, 50uCi 57 COBALT ENCAPSULATED POINT FOR SYMBIA AUTO QC

SUPPORT ITEM, 12mCi 57 COBALT LINE SOURCE

SUPPORT ITEM, PHARMACIST CALLOUT AFTER HOURS

Fludeoxyglucose F-18 FDG - PET Scan for wide range of oncology

Fluciclovine F-18 Axumin - PET Scan for Prostate Cancer

Gallium 68 Ga68 - Dotatate - PET Scan for Neuroendocrine Tumors

Florbetapir F-18 Amyvid - PET Scan for Alzheimer's detection

F-18 Sodium Fluoride (NaF) - PET Scan for skeletal imaging

B.3 DELIVERY SCHEDULE

NUCLEAR MEDICINE DEPARTMENT - ROOM 2G 221

2400 CANCAL STREET

NEW ORLEANS, LA 70119

USA

504-507-2388 Mary.Maurice@va.gov

50.00

25.00

100.00

50.00

100.00

50.00

25.00

75.00

200.00

25.00

10.00

250.00

250.00

200.00

250.00

100.00

100.00

100.00

75.00

20.00

10.00

15.00

25.00

15.00

10.00

10.00

30.00

10.00

100.00

400.00

400.00

50.00

30.00

20.00

100.00

30.00

15.00

35.00

35.00

1.00

2.00

2.00

2.00

2.00

1.00

10.00

100.00

20.00

15.00

10.00

20.00

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

C.2 52.203-3 GRATUITIES (APR 1984)

(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative—

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(c) If this contract is terminated under paragraph (a) above, the Government is entitled—

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

(End of Clause)

C.3 52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST DEC 2011

(a) Definitions. As used in this clause— "Acquisition function closely associated with inherently governmental functions" means supporting or providing advice or recommendations with regard to the following activities of a Federal agency:

(1) Planning acquisitions.

(2) Determining what supplies or services are to be acquired by the Government, including developing statements of work.

(3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

(6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services).

(7) Terminating contracts.

(8) Determining whether contract costs are reasonable, allocable, and allowable.

"Covered employee" means an individual who performs an acquisition function closely associated with inherently governmental functions and is—

(1) An employee of the contractor; or

(2) A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures.

"Non-public information" means any Government or third-party information that—

(1) Is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public.

"Personal conflict of interest" means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee's ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not "impair the employee's ability to act impartially and in the best interest of the Government" is not covered under this definition.)

(1) Among the sources of personal conflicts of interest are—

(i) Financial interests of the covered employee, of close family members, or of other members of the covered employee's household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and

(iii) Gifts, including travel.

(2) For example, financial interests referred to in paragraph (1) of this definition may arise from—

(i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships,…