36C25918Q9880-001.docx

36C25918Q9880

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1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

666-19-2-165-0001

VA259-18-AP-4183

36C25918Q9880 11-23-2018 Ian Boettcher 303-712-5722 12-17-2018 3:30pm 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X 621910 $15 Million X N/A X 36C666 Department of Veterans Affairs VA Sheridan Health Care System 1898 Fort Road Sheridan WY 82801 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Submitted Electronically Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Contractor shall provide Ground Ambulance Service for the VA Sheridan Health Care System.

Administered by Ian Boettcher ian.boettcher@va.gov See CONTINUATION Page X X Ronnie Jones

NCO1915L2-3411

Table of Contents

36C25918Q9880

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SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.2. GOVERNMENT: Ian Boettcher, Contracting Officer Department of Veterans Affairs Rocky Mountain Network NCO 19 Contracting 6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5722

FAX: 303-712-5800

E-mail: Ian.Boettcher@va.gov NCO19services1@va.gov

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

c. Other [X] MONTHLY IN ARREARS B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

1. TUNGSTEN e-Invoice Setup Information: (877) 752-0900

1. TUNGSTEN e-Invoice email: USClientServices@ob10.com

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

1. FSC e-invoice email: vafsccshd@va.gov

1. The following two codes will be required when creating a vendor profile in TUNGSTEN:

· TUNGSTEN Buyer Number AAA544240062

· Promo Code: VAPC7Y18

B.1.5. DUNS NUMBER: Please provide the Dun and Bradstreet Number assigned to your firm in the space provided: _______________________________

B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract: _______________________________ B.1.7. PERIOD OF PERFORMANCE: Services required herein shall be for the following time period: Base Year – January 1, 2019 through December 31, 2019 Option Year 1 – January 1, 2020 through December 31, 2020 Option Year 2 – January 1, 2021 through December 31, 2021 Option Year 3 – January 1, 2022 through December 31, 2022 Option Year 4 – January 1, 2023 through December 31, 2023 B.1.8. DEPARTMENT OF LABOR WAGE DETERMINATION: Department of Labor Wage Determinations No. 2015-5407, Revision No. 6, dated August 07, 2018, 2015-5403, Revision No. 6, dated August 07, 2018, 2015-5409, Revision No. 6, dated August 07, 2018, 2015-5411, Revision No. 6, dated August 07, 2018, are incorporated into this contract.

36C25918Q9880

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B.2 STATEMENT OF WORK – Sheridan Ground Ambulance Service

Purpose: The purpose of this requirement is to furnish 24-hour ambulance transportation service for beneficiaries of the Sheridan Veterans Administration Health Care System (SVAHCS). The contractor shall provide all labor, materials, insurance, licenses and equipment to provide safe and comfortable ambulance litter/stretcher services. This will involve trips to and from any location within the SVAHCS and beyond, as appropriate. Trips are generally confined to within the local area of Sheridan City limits; however, they may encompass travel to points as far away as Billings, MT, or Casper, WY and beyond, as necessary. The contractor shall be ready to start on the day of award as a fully capable entity with all required equipment required ready, certified personnel trained and prepared to respond as directed by SVAHCS. Services shall be provided 24 hours per day, seven (7) days per week, 365 days per year (366 in leap years), including holidays. Service shall include transports to and from locations (i.e. clinics, ward locations, inpatient floors, intensive care unit, patient homes, hospitals, pre-approved fee basis appointments) designated by the SVAHCS Travel Office. Contractor shall assist the patient as needed to access the vehicle for transportation. This may include, but is not limited to bed to stretcher or stretcher to bed transfer when necessary.

The following healthcare facilities are under the jurisdiction of Sheridan Veterans Administration Health Care System, 1898 Fort Road, Sheridan, WY 82801 and shall be included in contract:

Afton CBOC (Community Based Outpatient Clinic), 125 S Washington, Afton, WY 82110 Casper CBOC, 4140 S Poplar Street, Casper, WY 82601 Cody CBOC, 1432 Ramsey Avenue, Cody, WY 82414 Evanston PCTOC (Primary Care Telehealth Outpatient Clinic), 1565 S Hwy 15 #E, Evanston, WY 82930 Gillette CBOC, 604 Express Drive, Gillette, WY 82718 Riverton CBOC, 2300 Rose Lane, Riverton, WY 82501 Rock Springs CBOC, 1401 Gateway Blvd, Rock Springs, WY 82901 Worland PCTOC, 510 S 15th Street, Suite D, Worland, WY 82401

A. TASKING:

1. NUMBER OF PATIENTS: It is understood and agreed that only ONE patient shall be transported on a trip unless specifically authorized or requested by the SVAHCS authorized staff. If there is a request to provide transportation for more than one veteran on the same trip, the Health Information Portability and Accountability Act (HIPPA) must be taken into full consideration.

2. WAITING TIME: For time lost in waiting at either or both ends of a trip due to causes beyond the contractor’s control, the contractor will be reimbursed per quarter hour as quoted in the schedule of services/costs on page 11. If the pick-up point is other than a SVAHCS facility; the contractor shall call the Veterans Affairs (VA) Sheridan Travel Office first, (307) 675-3612 or Supervisor (307) 675-3280 during administrative hours (07:30AM through 4:30PM, Monday through Friday) or the Administrative Officer of the Day (AOD) at (307) 675-3603. This call is only for the purpose of verifying the arrival time at the pick-up point and is not necessary if the contractor anticipates no delay for which reimbursement will be claimed. The contractor’s failure to notify the Travel Office when waiting beyond the grace period shall result in non-payment for waiting time.

3. COMPLETED TRIP: When ambulance service under the terms of this contract involves pick-up of a patient who is to be brought to any SVAHCS facility or to another hospital/clinic for hospitalization or treatment, the trip shall be considered complete when the patient is delivered by contractor personnel to the admitting/evaluation unit, a specified ward or unit, or to the location specified at the time the trip is requested.

4. NON-PICKUP OF PATIENT: When ambulance service involves a trip to or from any SVAHCS facility, but due to unforeseen circumstances the patient is not available for pick-up, the contractor shall invoice for the trip at the rates applicable under the schedule of services/costs portion of this contract. The VA reserves the right to substitute patients in these instances to prevent the “no-load” situation.

5. NON-ARRIVAL OF PATIENT: When ambulance service involves the pick-up of a patient scheduled to arrive by air and the ambulance driver finds such patient does not arrive as scheduled, the ambulance driver shall contact the Travel Office staff or AOD and inquire as to the status of the arrival. If the contractor reported as scheduled and no patient is transported, the contractor shall invoice at the rates applicable under the schedule of services/costs of this contract.

6. RATES: Rates shall apply twenty-four hours per day seven days a week. Payment for mileage traveled outside Sheridan County will be limited to loaded miles (Patient on board). Such mileage costs will be paid in addition to the applicable rate per trip. Trip mileage shall be determined by the latest edition of the Bing.com Maps. The contractor shall receive the base rate quoted in the schedule of services/costs. The base rate shall constitute full compensation for one-way trips which do not exceed the contracted mileage. The Contractor shall also receive reimbursement of the additional mileage at the rates applicable under the schedule of services/costs of this contract. www.bing.com

7. PAYMENT: Contractor shall submit invoices electronically using the Tungsten system.

8. ORDERS FOR SERVICES:

a. Personnel authorized by the Contracting Officer Representative (COR)/Point of Contact (POC) shall make requests for service by telephone. The government will not be held liable for services not authorized by VA personnel Travel Office Staff and AOD’s.

b. A list of authorized ordering personnel shall be made available upon award of the contract. Employees may be added or deleted from the list during the term of the contract at the discretion of the COR. The contractor will be notified of such changes as they occur.

c. If SVAHCS is unable to establish telephone contact with the contractor for Basic Life Support (BLS) service on the first attempted call, contact will be made with Sheridan Police Department Dispatch (307) 672-2413. If the contractor fails to furnish BLS ambulance service within a reasonable time, 30 minutes after receiving a request or within 30 minutes of the scheduled pick-up time, the VA reserves the right to obtain the service from another source without compensation to the contractor. Basic life support services are defined as those life support transportation services which utilize ambulances, Emergency Medical Technician - Basic, or ACLS-prepared RN, equipment and facilities subject to the rules of the Wyoming Department of Public Health and Environment, and the Public Health division of each city and/or county in which services are provided which shall be equipped as noted.

d. All Advanced Life Support (ALS) will be communicated through 911 emergency dispatch. Advanced life support services are defined as those life support transportation services which utilize ambulances, paramedics, equipment and facilities subject to the rules of the Wyoming Department of Public Health and Environment, and the Public Health division of each city and/or county in which services are provided. Staff must have appropriate certifications (ACLS, RRT and recent working experience in ICU or ER), which shall be documented and on file as required.

e. The Contractor shall provide qualified Advanced Cardiac Life Support (ACLS) personnel in accordance with Department of Health-Wyoming EMS Standards.

https://health.wyo.gov/publichealth/ems/

9. RESPONSE TIME: Emergent/Urgent transport response time will be within the legal time constraints of Department of Health-Wyoming EMS standards. For non-emergent transport the contractor is expected to respond within 15 minutes of ability to provide service.

10. REPORTING REQUIREMENTS: Admissions information to include the ward/unit shall be based upon direction by AOD or authorized personnel.

11. GOVERNMENT OWNED EQUIPMENT OR SUPPLIES: Any and all government equipment, linens, etc., taken with patients shall be returned. The contractor shall provide all medications required while in transport, and other equipment and supplies required for use while in transport, for direct patient care. Contractor shall at no time and under any circumstances (with the exception of linen) exchange supplies, equipment, and/or medications with SVAHCS.

12. RECORDS: At the option of SVAHCS, the contractor shall be required to transport records with patients from facility to facility.

13. INCIDENT REPORT: Should an incident and/or accident occur involving the welfare of a beneficiary, the contractor shall immediately notify the Travel Office Staff or the Administrative Officer (AOD) during evenings, nights, weekends, and holidays. This notification shall be made by telephone within one (1) hour of the incident. A written report of the incident shall be filed with the Mobility Manager and the Contracting Officer’s Representative by the close of next business day. Additional actions may be required by SVAHCS as more details become known.

14. PATIENT WELFARE AND ABUSE:

15. JOINT COMMISSION STANDARDS: The Contractor shall perform required services in accordance with the standards of the Joint Commission, established principles and ethics of the medical profession established by the American Medical Association (AMA) and American College of Emergency Physicians (ACEP).

The Contractor upon request, shall provide quality data and information related to services provided and participate in SVAHCS Performance Improvement Programs when requested to do so. Upon request, the Contractor shall also provide documentation of the competency of staff that will be providing the contracted services.

The Contractor shall be responsible for ensuring contractor Emergency Medical Technicians (EMT), Paramedics, and ambulance drivers providing work on this contract are fully trained, licensed/certified, and completely competent to perform the required work. They shall also be required to maintain records that document competence/performance level of employees working on this contract. Upon request, the Contractor shall provide a current copy of the competence assessment checklist and annual performance evaluation to the Contracting Officer/COR for each contractor working on this contract.

16. AMBULANCE SPECIFICATIONS:

A. Four (4) vehicles shall be required for services within the SVAHCS between the hours of 6:00 am and 8:00 pm, Monday through Friday to include all Federal Holidays.

B. After the minimum number of ambulances has been provided at one time, the contractor has an option to provide additional vehicles at the contract rate. If the contractor is unable to provide additional transportation, SVAHCS will contact a third-party to obtain these services. The contractor shall not be liable for any costs associated with the third-party provider unless the contractor failed to provide the minimum required vehicles in the time required. The contractor shall not subcontract any SVAHCS patient transports.

C. Each ambulance shall have patient compartment facilities, oxygen and suction systems and environmental climatic supplies as required by Federal Specification for Ambulances, KKK-A-1822F dated August 01, 2007. All ambulances shall meet the standards of KKK-A-1822F dated August 1, 2007, and any subsequent revisions and determined by change notices as published by GSA. http://safeambulances.org/organizations/gsa/ D. Contractor shall ensure that all stretchers receive a quarterly safety inspection of all working parts including belts and straps. Contractor shall maintain records of safety inspections and shall provide copies of documentation, when requested by VA, to the SVAHCS COR/POC for vehicles used in transporting SVAHCS patients.

E. Ambulance proposed to be provided under this contract shall meet the specification enumerated in KKK-A-1822F dated August 01, 2007 including but not limited to the following for adults:

(1) IV supplies, including pumps – when required

(2) Monitors, defibrillators, mounting brackets

(3) First aid kit with band-aids, gauze, elastic bandages, sterile gauze pads, triangular bandages, cleansing wipes, tape scissors, eye pads, ammonia inhalants, sterile gloves, etc.

(4) Two-way radio or portable phone

(5) Face masks/nasal cannulae

(6) Splints

(7) Blood tubes

(8) Oxygen. Expected to be needed on 25% of orders.

F. The ambulance (emergency medical care vehicles) under the terms of this contract shall be licensed and meet the minimum vehicle requirements for basic life support as mandated by the Wyoming Department of Public Health and Department of Transportation pertaining to ambulance service.

G. Federal specifications are mandatory as minimal requirements for such vehicles, but chassis or compartment modifications are permissible when they clearly exceed the minimal specifications.

H. Each ambulance used to provide services under this contract shall be a Type I, Type II or Type III ambulance.

I. The contractor shall only provide stretchers that have at least three functioning safety belts. SVAHCS reserves the right to refuse services from the contractor if the stretcher does not meet this minimum specification. SVAHCS will not incur any cost associated with the contractor providing inadequate or faulty equipment. All vehicles used in this contract shall:

(1) Have functioning mechanisms, which ensure that all access doors are capable of being opened from the inside, and remain closed and secure during travel.

(2) Have a functioning speedometer indicating speed in miles per hour and a functioning odometer correctly indicating distance in tenths of a mile.

(3) Be equipped with operational air conditioning/heating systems. If the air conditioning system becomes inoperable or is unable to maintain temperatures between 68-79 degrees Fahrenheit in the patient compartment, the vehicle must be immediately pulled from service at the termination of the current trip and shall not be used again for service under this contract until the air conditioning/heating system has been repaired.

(4) Have exterior free of grime, oil or other substances and free from cracks, breaks, dents and damaged paint that noticeably detracts from the overall appearance of the vehicle.

(5) Be equipped with hubcaps or wheel covers and have all vehicle body molding in place, or if removed, holes must be filled and painted.

(6) Have passenger compartment that shall be clean of dirt and free from torn upholstery or floor coverings, damaged or broken seats, protruding sharp edges and vermin or insects.

(7) Have unobstructed vision on all sides.

(8) Be equipped with an operable two-way mobile radio and/or cellular telephone communication system, which affords contact with the vehicle during all hours of operation. Beepers are not an acceptable substitute.

(9) Meet all safety and mechanical standards established by State and Federal statutes and regulations.

(10) Have windows and doors, which can be opened and closed in accordance with manufacturer standards.

(11) Not have leaks of any kind.

(12) Be equipped with a functioning horn.

(13) Have operable seat belts on all seats.

(14) Have fully charged, certified and non-expired fire extinguisher.

(15) The Contractor shall provide the COR with a list of all vehicles to provide services under this contract, including vehicle identification numbers, and insurance certificates prior to initiating service. An updated list shall be provided upon request by the SVAHCS COR.

17. PATIENT RIGHTS: The Contractor shall not smoke while transporting patients. Patients may bring a reasonable amount of belongings such as a one personal suitcase. The Contractor shall make the final determination of what is reasonable.

18. MISCELLANEOUS:

a. At no time shall the Contractor leave vehicles on the SVAHCS premises unless a pick-up or delivery is in process.

b. Contractor employees shall conduct themselves in a business-like manner at all times while on SVAHCS premises and while transporting patients.

c. When transporting patients to or from Medical facilities, the driver, acting for the Contractor will ensure that the patient’s luggage, medical records, medications, and prosthetic devices are properly accounted for and delivered with the patient as required.

d. Contractor shall provide a Trip Report as part of the patient’s permanent record. This Trip Report shall include a record of the patient’s vital signs, medications used, oxygen use, patient’s emotional attitude, and any changes in the patient’s condition.

19. HEALTH INFORMATION PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) : The Contractor shall comply with the provisions of the Privacy with the provisions of the Privacy Act of 1974, the Health Insurance Portability and Accountability Act (HIPAA) of 1996, as well as all applicable VHA regulation, which are obtainable at https://www.hhs.gov/hipaa/for-professionals/index.html and www.va.gov/vhapublications .

B.3 SCHEDULE OF SERVICES/COSTS

SHERIDAN VA MEDICAL CENTER and SUPPORTED CLINICS BASE YEAR – January 1, 2019 through December 31, 2019

OPTION YEAR 1 – January 1, 2020 through December 31, 2020

OPTION YEAR 2 – January 1, 2021 through December 31, 2021

OPTION YEAR 3 – January 1, 2022 through December 31, 2022

OPTION YEAR 4 – January 1, 2023 through December 31, 2023

Contract Minimum to be paid out during the base year is: $2,500.00 Contract Maximum limit to be ordered during the life of the contract is: $4,650,000.00

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 at 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 Use 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 Jan 1, 2019 through Dec 31, 2023.

(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 $2,500.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $930,000.00;

(2) Any order for a combination of items in excess of $930,000.00; or

(3) A series of orders from the same ordering office within 365 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 7 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 Dec 31, 2023.

(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 of the period of performance end date.

For the purposes of the 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 in 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 at the same rates as those in effect under the contract at the time the option is exercised.