36C25921Q0282.docx

36C25921Q0282

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

36C259-21-AP-0038

36C25921Q0282 03-05-2021 Ian Boettcher 303-712-5722 04-0 -2021 1:00pm

MDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X 334516 1000 Employees N/A X 36C495 VISN 19 Facilities: See Box 20 below for all locations.

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 VISN 19 Fecal Occult Blood Testing - Cost Per Reportable Result (CPRR) VISN 19 Locations:

Billings VA Medical Center (MT) Fort Harrison VA Medical Center (MT) Grand Junction VA Medical Center (CO) Rocky Mountain Regional VA Medical Center (CO) Cheyenne VA Medical Center (WY) Oklahoma City VA Medical Center (OK) Muskogee VA Medical Center (OK) See CONTINUATION Page X X X Ian Boettcher

VA-VHA-2020-87BD5747

Table of Contents

Page 1 of

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

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: Dates are approximate:

Base Year 4/12/21 – 4/11/22 Option Year 1 - 4/12/22 – 4/11/23 Option Year 2 - 4/12/23 – 4/11/24 Option Year 3 - 4/12/24 – 4/11/25 Option Year 4 - 4/12/25 – 4/11/26

Contractor shall provide all equipment, reagents, standards, controls, supplies, consumable/disposable items, parts, accessories and any other item required for the proper operation of its' contractor owned analyzer and peripherals necessary for the generation of fecal immunochemical testing (FIT) for Occult Blood (iFOBT) Cost Per Reportable Result (CPRR) commodities.

2. DEFINITIONS:

Cost Per Reportable Result (CPRR): The cost per reportable result price shall include costs covering (a) equipment use, (b) all reagents (e.g. latex reagent, standards, calibrators, controls, consumables, closed collection devices), supplies, disposable items, parts, accessories and any other item required for the proper operation of the contractor’s equipment and necessary for the generation of a single patient reportable result. This does not include those items approved for exclusion by the government such as printer paper, labels etc. This per patient reportable result price shall also encompass all costs associated with dilution, repeat and confirmatory testing required to produce a single patient reportable result. It will also include the material to perform as well as all other costs associated with quality control (provide control material or credit to purchase controls from other vendor), calibration and correlation study testing that is prescribed by Clinical and Laboratory Standards Institute (CLSI) (c) All necessary maintenance to keep the equipment in good operating condition (This element includes both preventive maintenance and emergency repairs) and (d) training for Government personnel. Contractors are required to provide delivery, installation, and removal of equipment at no additional charge.

· All facilities require fully automated analyzers for Immunochemical Fecal Occult Blood Testing (iFOBT). Analyzer must be interfaceable and have auto-validation ability. Analyzer must fit in a 24”(L) x 24”(W) x 24”(H) (29”H with lid open) space as no construction or other physical alterations are authorized at this time for any of the VA facilities. Analyzer must be able to utilize standard 110V outlet for power. Analyzer must not need any special cooling, ventilation or water needs.

VA laboratory for testing.

Contractors are required to provide delivery, installation and removal of equipment at no additional charge to the Government.

(8) During the contract period, should the repair record of any laboratory equipment reflect a downtime of greater than 5% of the normal working days in one calendar month, a determination will be made by the designated representative of the Government at the using facility to replace the initial laboratory equipment with new equipment. The responsibility for maintaining the equipment furnished in good condition shall be solely that of the contractor.

· contract number

· date of service

· itemized charges

· vendor point of contact

c. During the validation period, all initial training of VA personnel in the operation and maintenance of said equipment shall also be completed at each participating VISN location. All testing materials, supplies, reagents, etc. required to conduct all correlations and validations shall be at no expense to VA. During this time, contractor shall provide fully editable electronic copies of all methods, instruments, operations, and maintenance procedures to be used for the preparation of standard operating procedures (SOPs).

d. Billing by Contractor starts on the first day of patient testing after all installation, training, and method validations have been completed and accepted in writing by Pathologist or Medical Director of each participating VISN 19 facility site. At this time, the awarded contractor shall have completed full transition of all commodities under this agreement and shall have full and sole responsibility for commodities under the awarded BPA.

5. TERMS AND CONDITIONS:

With exception of terms and conditions as stated herein, contractor shall provide all equipment and commodities in accordance with the terms, conditions, provisions and schedule of contractor's existing and future FSS Contract for performance of Immunochemical Fecal Occult Blood Testing CPRR commodities for participating VISN 19 facility sites.

B.3 SCHEDULE OF COSTS

Cost per test shall include the following: Equipment use, reagents, consumables, supplies, controls, preventative and emergency service for the equipment, upgrades for the equipment, training for Government staff at each location, initial delivery/installation of equipment, removal of equipment, delivery of all supplies and reagent for the life of the contract. All other items shall be priced separately.

Billings VA Medical Center (one analyzer)

Immunochemical Fecal Occult Blood Testing (iFOBT) – Cost Per Reportable Result

Mailers for samples (please specify if these come in multi-mailer boxes and the price per box)

Sampling Bottles (please specify if these come in multi-bottle boxes and the price per box)

Thermal Paper Rolls (please specify if these come in multi-roll boxes and the price per box)

Total Estimated Cost of Base Year

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 1

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 2

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 3

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 4

Total Estimated Cost of Base and all Option Years

Page 1 of

Fort Harrison VA Medical Center (one analyzer)

Immunochemical Fecal Occult Blood Testing (iFOBT) – Cost Per Reportable Result

Mailers for samples (please specify if these come in multi-mailer boxes and the price per box)

Sampling Bottles (please specify if these come in multi-bottle boxes and the price per box)

Thermal Paper Rolls (please specify if these come in multi-roll boxes and the price per box)

Total Estimated Cost of Base Year

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 1

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 2

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 3

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 4

Total Estimated Cost of Base and all Option Years

Cheyenne VA Medical Center (two analyzers; one for Cheyenne, one for Loveland Clinic)

Immunochemical Fecal Occult Blood Testing (iFOBT) – Cost Per Reportable Result

Mailers for samples (please specify if these come in multi-mailer boxes and the price per box)

Sampling Bottles (please specify if these come in multi-bottle boxes and the price per box)

Thermal Paper Rolls (please specify if these come in multi-roll boxes and the price per box)

Total Estimated Cost of Base Year

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 1

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 2

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 3

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 4

Total Estimated Cost of Base and all Option Years

Rocky Mountain Regional VA Medical Center (one analyzer) – Mailers, Bottles and Thermal paper ordered separate for this facility.

Immunochemical Fecal Occult Blood Testing (iFOBT) – Cost Per Reportable Result

Total Estimated Cost of Base Year

iFOBT – Cost Per Reportable Result

Total Estimated Cost of Option Year 1

iFOBT – Cost Per Reportable Result

Total Estimated Cost of Option Year 2

iFOBT – Cost Per Reportable Result

Total Estimated Cost of Option Year 3

iFOBT – Cost Per Reportable Result

Total Estimated Cost of Option Year 4

Total Estimated Cost of Base and all Option Years

Grand Junction VA Medical Center (one analyzer)

Immunochemical Fecal Occult Blood Testing (iFOBT) – Cost Per Reportable Result

Mailers for samples (please specify if these come in multi-mailer boxes and the price per box)

Sampling Bottles (please specify if these come in multi-bottle boxes and the price per box)

Thermal Paper Rolls (please specify if these come in multi-roll boxes and the price per box)

Total Estimated Cost of Base Year

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 1

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 2

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 3

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 4

Total Estimated Cost of Base and all Option Years

Oklahoma City VA Medical Center (one analyzer) Mailers, Bottles and Thermal paper ordered separate for this facility.

Immunochemical Fecal Occult Blood Testing (iFOBT) – Cost Per Reportable Result

Total Estimated Cost of Base Year

iFOBT – Cost Per Reportable Result

Total Estimated Cost of Option Year 1

iFOBT – Cost Per Reportable Result

Total Estimated Cost of Option Year 2

iFOBT – Cost Per Reportable Result

Total Estimated Cost of Option Year 3

iFOBT – Cost Per Reportable Result

Total Estimated Cost of Option Year 4

Total Estimated Cost of Base and all Option Years

Muskogee VA Medical Center (two analyzers; both in Muskogee)

Immunochemical Fecal Occult Blood Testing (iFOBT) – Cost Per Reportable Result

Mailers for samples (please specify if these come in multi-mailer boxes and the price per box)

Sampling Bottles (please specify if these come in multi-bottle boxes and the price per box)

Thermal Paper Rolls (please specify if these come in multi-roll boxes and the price per box)

Total Estimated Cost of Base Year

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 1

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 2

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 3

iFOBT – Cost Per Reportable Result

Mailers for samples

Sampling Bottles

Thermal Paper Rolls

Total Estimated Cost of Option Year 4

Total Estimated Cost of Base and all Option Years

Total Estimated Cost of Base and all Option Years for all VA Facilities

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 52.217-8 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 contract 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. 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.3 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 of the contract end date; 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.4 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 30th of any fiscal year. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made.