36C25920Q0413.docx

36C25920Q0413

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

36C25920Q0413 7-21-2020 Gabrielle Hawkins 303-712-5719 08-24-2020

10:00AM MT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 339116 500 Employees N/A X See Statement of Work For two locations in VISN 19

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 Dental Laboratory Services for Cheyenne VAMC and Rocky Mountain Regional VAMC in accordance with the Statement of Work.

See CONTINUATION Page X X X Mary Emily Good Contracting Officer Table of Contents

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:

Please fill in information below:

B.1.1.1. CONTRACTOR: Name

B.1.1.2. GOVERNMENT: Gabrielle Hawkins, Contracting Specialist Department of Veterans Affairs Rocky Mountain Network

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5719

FAX: 303-712-5800

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:

B.1.8. DEPARTMENT OF LABOR WAGE DETERMINATION: Department of Labor Wage Determination No. 2005-5405, Revision No. 9, dated December 23, 2019, No.2015-5419, Revision No.13 dated December 23, 2019 and No. 2012-5427 Revision No. 11 dated December 23, 2019 is incorporated into this contract.

B.2 STATEMENT OF WORK

Dental Laboratory Services for the Eastern Colorado Health Care System, 1700 N. Wheeling St, Suite 160, Aurora Colorado 80045, the Pueblo Community Based Outpatient Clinic, 4776 Eagleridge Circle, Pueblo, CO 81008 and Cheyenne VA Medical Center, 2360 E. Pershing Blvd, Cheyenne, Wyoming 82001

I. GENERAL: This is a non-personal services contract to provide dental laboratory services to the VA Medical Center, Denver, Colorado ("ECHCS"), 1700 N. Wheeling Street, Aurora, CO 80045 and the Pueblo Community Based Outpatient Clinic ("CBOC") 4776 Eagleridge Circle, Pueblo, CO 81008 and Cheyenne VA Medical Center, 2360 E. Pershing Blvd, Cheyenne, Wyoming 82001.

1.1 Description of Services/Introduction: The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform dental laboratory services as defined in this Statement of Work (SOW). The Contractor shall perform to the standards in this SOW.

1.2 Background: The ECHCS provides a variety of dental services that are both in house provided services and those that are performed outside of the facility. The ECHCS Dental Clinic and the Pueblo Dental Clinic do not have the capacity or ability to make all the necessary items required to meet the Veterans needs in house. Therefore an outside Dental Laboratory(s) is required to fabricate dentures and other dental appliances.

1.3 Objectives: These are the primary objectives:

a. Obtain the best quality dental laboratory services available to the veterans being served by ECHCS;

b. Obtain the best quality dental laboratory products from the Contractor to fulfill the requirements of the VA; and

c. Obtain these services from a high-quality laboratory with highly skilled and technically capable employees and staff.

These objectives fulfill the requirements of the Eastern Colorado Health Care System, VA Medical Center Dental Service Department by providing the highest-quality care in the most efficient manner, with convenient and timely responses to the needs of our veteran patients.

1.4 Scope: The Contractor shall provide services for the following broad categories of dental services:

a. Complete dentures - custom impression trays, bite rims, setup, and process;

b. Partial dentures - custom impression trays, frameworks, setup, and process;

c. Partial denture repair - acrylic resin, denture teeth;

d. Partial denture repair - laser welding;

e. Traditional occlusal guard;

f. Complete Denture reline/rebase;

g. Partial Denture reline/rebase;

h. Precision attachments; and

i. Fixed Prosthetics to include multi- unit bridges, single units, all porcelain, LAVA, Procera, Emax and all metal restorations.

The above is a general list only and a complete itemized list of services is attached as the Price/Cost Schedule.

1.1 The Contractor shall accomplish the following:

a. Impressions, teeth, prescriptions, finished product, etc. shall be picked up by the Contractor or a Contractor- provided courier from Dental Service, the ECHCS, Cheyenne VAMC the Pueblo CBOC Dental Clinic, and transport such items to the Contractor's laboratory. Pick-ups shall be made on a daily basis.

b. Finished products and items ordered by the VA shall be transported by the Contractor or a Contractor-provided courier from their laboratory or place of production to Dental Service on a daily basis, or as needed, as product requirements are completed by the Contractor, without delay.

c. "Daily basis" means Monday through Friday, excluding Federal Holidays, which are listed on page 10.

d. Pick-up and delivery shall be between the hours of 7:00 a.m. to 4:30 p.m., Mountain Time for Cheyenne VAMC and ECHCS. Pick-up and delivery shall be between the hours of 8:00 a.m. to 4:00 p.m., Mountain Time for the Pueblo CBOC. The Contractor shall not charge the VA for the pick-up and delivery service required herein. The Contractor shall insure that casework arrives on time and safely.

e. All denture tooth set-ups shall be completed within three (3) working days from the day of arrival at the Contractor's laboratory. Partial metal frameworks shall be completed within five (5) days from the arrival at the Contractor's laboratory. All other complete and partial denture steps shall be completed within five (5) working days of pick-up from the VA Medical Center. Laser welding framework repairs shall be completed within 1-3 days from arrival in laboratory. Fixed single units shall be completed within 10 days of arrival in the Contractor's laboratory. Fixed bridge work (2-9 units) shall be completed within 12 working days from the arrival at the Contractor's laboratory.

f. The Contractor shall provide custom porcelain shade selection by the VA patient, and/or staining, which would include the patient being seen at the Contractor's laboratory or local place of business for such shade selection. The Contractor's location for such shade selection by the patient shall be convenient for the patient to attend such shade selection location within the Denver, Colorado or Cheyenne metropolitan and Pueblo geographic areas.

g. Denture Teeth or implant abutments will be provided by the VA.

h. The Contractor shall include documentation of the types of metal used in furnishing dental products to the VA Medical Center.

i. All dental lab fabrication/manufacturing shall be performed in the United States.

j. The Contractor shall maintain sufficient records of each item picked up at ECHCS, Cheyenne VAMC and the Pueblo CBOC, worked on by the Contractor, and delivered back to ECHCS, Cheyenne VAMC and the Pueblo CBOC, including date and time of each pick- up and delivery. The Contractor’s records shall be available to the VA Contracting Officer or the POC to review upon reasonable notice, in writing or via email, to the Contractor of the VA's intent to review.

k. Warranty: Contractor shall be responsible for remaking all dental products that are not correct due to Contractor's error. If a partial denture framework does not fit the master cast, it shall be considered the fault of the Contractor and the framework shall be remade by the Contractor at no additional expense to the Government. If the framework fits the master cast, but not the patient's mouth, it will be considered the fault of the Government, and the remake will be at the Government's expense. If, in the case of processing denture teeth, the denture tooth de-bonds within twelve months of processing, it shall be considered the fault of the Contractor and be remade by the Contractor at no additional expense to the Government.

l. Certification: The Contractor's lab shall be certified by the National Association of Dental Laboratories. The Contractor shall provide a copy of this certification before award.

m. The Contractor shall provide professional case consultation, responsive and knowledgeable customer support representatives, and personalized delivery services.

n. The Contractor shall offer unit pricing.

o. A Quality Assurance Program: The Contractor shall provide to the Government a Quality Assurance Process (QA) that shall guarantee a product that meets the patient's natural esthetics & superior fit with minimal chair time. The Contractor shall use high quality raw materials purchased from ISO 900 I/CE registered companies, as applicable. The Contractor shall comply with FDA regulations and ANSI standards.

p. The Contractor's Laboratory shall perform all services in-house with the exception of services such as CAD-CAM substructure/coping fabrication. When not performed in-house, then the trans-shipped laboratory must be located in the local Denver, Colorado area, Cheyenne, Wyoming and or Pueblo Colorado for each respective location within such geographical distance to provide the services required by this Statement of Work.

q. Additional Service: The Contractor shall provide a thorough infection control process for all incoming and outgoing cases.

r. Pueblo CBOC specific requirements:

1. On occasions, an exception to construction of partial and/or complete dentures (Impressions & Master Casts; Occlusal Rims & Cast Articulation; wax Try-in) will be scheduled requiring three

(3) round trips (pick-up and delivery) in one day between the Dental Service, Pueblo CBOC, Pueblo Colorado and the contractor's facility.

2. Denture/Partial repairs of acrylic, add of teeth, add of clasp shall be completed same date as date of receipt with a.m. pick-up and p.m. delivery to Pueblo CBOC. Tum- around times required may be from 4 to 6 hours dependent on the need of the Clinic.

3. Re-glazing of porcelain and porcelain repairs will be completed same date as date of receipt with a.m. pick-up and p.m. delivery to Pueblo CBOC.

Quality Assurance: The government shall evaluate the Contractor's performance under this contract in accordance with the Government’s Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government will do to ensure that the Contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

Federal Holidays:

And any other day declared by executive order of the President of the United States.

Hours of Operation: The Contractor is responsible for conducting business, between the hours of 7:00 a.m. to 4:30 p.m., Mountain Time, Monday thru Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government-directed facility closings. The Contractor shall at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this SOW, when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

Place of Performance: The work to be performed under this contract shall be performed at the Contractor's place of business or any alternate location. The address of each location of the Contractor shall be provided to the Government on award.

Type of Contract: The Government contemplates the award of one or more firm fixed-price Indefinite Delivery-Indefinite Quantity (IDIQ) contract(s).

Special Qualifications: The Contractor shall maintain a minimum of two (2) qualified and certified Dental Technicians as employed full-time for the Contractor within the United States, as provided hereinabove. The Contractor shall ensure that all Dental Technicians working on VA products possess and maintain currency and certification as Dental Technicians pursuant to the requirement stated above.

Post Award Conference/Periodic Progress Meetings: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation Part 42.5. The Contracting Officer, Government POC, and other Government personnel, as appropriate, may meet periodically with the Contractor to review the Contractor’s performance. At these meetings the Contracting Officer will apprise the Contractor of how the government views the Contractors performance and the Contractor shall apprise the government of pro, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the government.

Contracting Officer: The Contractor is advised that only the VA Contracting Officer, acting within the scope of his/her duties and responsibilities and, after advice and consultation from the POC, has the authority to make changes to the contract which affect: 1) contract prices; 2) quality of products;3) quantity of products; or 4) delivery terms and conditions.

Infection Control Requirements: The Contractor shall submit proof of the following with their proposal.

Test scores and certificates must be current within the year next proceeding the date of award.

a. Occupational Safety and Health Administration (OSHA) Regulation Concerning Occupational Exposure to Bloodborne Pathogens - The Contractor shall provide training or a self-study training module to its personnel; provide Hepatitis B vaccination series at no cost to its personnel who elect to receive it; maintain and distribute an exposure determination and control plan to its personnel; maintain required records; and ensure that proper follow-up evaluation is provided following an exposure incident. Contractor shall provide documentation that the employee(s) have received the Hepatitis B vaccination series or that the employee(s) declined to receive the series.

b. The VA will notify the Contractor of any significant communicable disease exposures to its employees as appropriate. The Contractor's occupational health provider shall adhere to current Centers for Disease Control and Prevention/ Health Care Infection Control Practices Advisory Committee (CDC/HICPAC) Guideline for Infection Control in health care personnel/ American Journal of Infection Control (AJIC 1998; 26:289-354). If the employees of the contracting agency suffer a communicable disease, the Contractor shall provide follow up documentation of employee's clearance to return to the workplace prior to their return.

Evidence of Insurance Coverage: The Contractor shall furnish to the Contracting Officer, with their proposal, a Certificate of Insurance which shall contain an endorsement to the effect that cancellation of, or any material change in the policies which adversely affect the interests of the Government in such insurance shall not be effective unless a 30-day written notice of cancellation or change is furnished to the Contracting Officer.

Security Responsibilities and Business Associates Agreement.

a. If the Contractor has access to printed and/or electronic files containing sensitive information in the performance of official duties, or inadvertently comes in contact with any such information, all information or data must be protected under the provision of the Privacy Act of 1974 and other applicable laws and regulations. The Contractor shall be responsible for: 1) protecting the information from unauthorized release, from loss, alteration or unauthorized deletion; and 2) following applicable regulations and instructions regarding access to computerized files, release of access codes, etc., as set out in VA Policy Memorandums.

b. The Successful Offeror shall be required to sign a Business Associate Agreement (BAA) similar to the one attached to the Solicitation prior to contract award.

Performance Requirements Summary

The Contractor service requirements are summarized into performance. objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success. Failure to comply with the requirements of this Statement of Work and the Performance Objectives shown below may result in termination of the contract at the sole discretion of the Government per the Federal Acquisition Regulations and Federal Law.

Quality Assurance Surveillance Plan

PRS# 1.

The Contractor shall provide the highest quality dental products equal to or better than other similar vendors within a reasonable distance from Denver, Colorado.

PRS#2

The Contractor shall comply with the pickup and delivery criteria contained within paragraph 1.5 of the Statement of Work.

B.3 PRICE/COST SCHEDULE

01 October 2020 to 30 September 2021 Provide Dental Laboratory Services for Eastern Colorado Health Care System and Pueblo CBOC in accordance with the Statement of Work

01 November 2020 to 30 September 2021 Provide Dental Laboratory Services for Cheyenne VAMC in accordance with the Statement of Work

01 October 2021 to 30 September 2022 Provide Dental Laboratory Services for all locations in accordance with the Statement of Work

01 October 2022 to 30 September 2023 Provide Dental Laboratory Services for all locations in accordance with the Statement of Work

01 October 2023 to 30 September 2024 Provide Dental Laboratory Services for all locations in accordance with the Statement of Work

01 October 2024 to 30 September 2025 Provide Dental Laboratory Services for all locations in accordance with the Statement of Work

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) 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 October 1, 2020 through September 30, 2025.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is 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, 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 $1,250,000;

(2) Any order for a combination of items in excess of $1,250,000; 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 5 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 September 30, 2025.

(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. 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. The evaluation will therefore assume that the addition of the 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 proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, 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. The `specified' rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause.

(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.

(End of Clause)

C.7 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

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

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

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

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

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

(End of Clause)

C.8 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.9 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond September 30 of any fiscal year.