36C26118Q9571-001.docx

36C26118Q9571

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 SI

GN 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. SIGN

ATURE 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

36C26118Q9571 08-24-2018 Nicole Do nicole.do@va.gov 8085391301 09-12-2018

4:00 PM HST

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System 459 Patterson Rd Honolulu HI 96819-1522 Network Contracting Office 21 X X X Y 311999 500 Employees X N/A X "See Delivery Schedule"

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System 459 Patterson Rd Honolulu HI 96819-1522

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page This is a Request for Quote (RFQ) for a multiple award Blanket Purchase Agreement (BPA) with pricing arrangement of firm fixed price for competitive BPA Calls. The BPA is to provide subsistence and food services to the Department of Veterans Affairs Pacific Islands Healthcare System (VAPIHCS) Community Living Cent er (CLC) located at 110 Krukowski Road, Honolulu, HI 96819.

SEE SCHEDULE on the following page.

Please pay particular attention to FAR 52.212-1 Instructions to Offerors and FAR 52.212-2 Evaluation.

$0.00 See CONTINUATION Page X Nicole Do Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

CHECKLIST

Please be sure you have the following submitted with your quote:

Carefully read Addendum to 52.212-1 Instructions to Offerors and Addendum to 52.212-2 Evaluation – Commercial Items and respond to the criteria. Below is a checklist for the elements, but the details being requested for them are in 52.212-1 and 52.212-2.

Completed?

Factor 1: Past Performance (Page 38-40 and 44-46)

Submit information on previous contracts or agreements for similar and recent work.

Factor 2: SDVOSB/VOSB (Pages 38-40 and 44-46)

Complete the fill-in section on Page 29. You may cut and paste this section into your response package along with supporting documentation (if applicable).

Factor 3: Pricing and Business (Page 38-40 and 44-46)

Cover letter which provides the name, telephone, and email address of the person authorized to engage in discussions should the Government elect to negotiate or engage in communications. The cover letter must also include a statement that your company is authorized to distribute Fresenius products/supplies. The cover letter must be signed.

Have an active account with System for Award Management (SAM) at the time the quote is submitted and complete the representations and certifications as an entity eligible for contract awards. Ensure the NAICS identified by the SF 1449 is listed in SAM.

Cover letter which validates that the SAM information has been updated and is valid at the time of quote.

Fully complete the contract line items (CLINS) in the price schedule Appendix 1 and Appendix 2

Acknowledge all amendments (SF30s) – if applicable.

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C261 Nicole Do Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System 459 Patterson Rd Honolulu HI 96819-1522

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs FMS VA-9(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

?.## STATEMENT OF WORK

STATEMENT OF WORK

SUBSISTANCE AND FOOD SERVICE SUPPLIES

DEPARTMENT OF VETERANS AFFAIRS (VA)

PACIFIC ISLAND HEALTH CARE SYSTEM (PIHCS)

COMMUNITY LIVING CENTER, HONOLULU, HI

March 30, 2018

1. Background: The Department of Veterans Affairs Geriatric Rehabilitation Extended Care (GREC) has a continued requirement to procure food and food service items to supplement the subsistence for the Veterans that reside at the Community Living Center (CLC), 110 Krukowski Road, Honolulu, Hawaii 96819. Due to the fluctuating census and health needs of the Veterans, quantities needed cannot be defined nor guaranteed.

2. Items: Items currently utilized by the CLC are listed under Appendix 2. However, the list is not inclusive as other items may be needed as the situation arises. The scope of this requirement covers all food, beverage, and subsistence needs appropriate for use at the CLC. Products may include but are not limited to:

· a variety of food types (i.e. shelf stable, refrigerated, frozen, raw, precooked) including nutrient modified (reduced/low fat and sugar, reduced sodium and increased fiber/whole grains) and sustainable (organic, antibiotic free and locally sourced) foods in all product categories.

· multiple product choices for each food type and grade level, allowing for various price levels.

· a variety of both branded and private label products.

· a variety of pack sizes; individual portion packs, small/medium multi-serve packaging and large bulk packs.

· a broad inventory of supply products (paper, plastics, foil, etc), chemicals (cleaning and sanitation), and small food service equipment (scoops, ladles, tongs, can openers, pans, trays, etc.) including those that support “Green” environmental practices.

Sufficient inventories (SKUs) shall be maintained by the contractor to minimize the need for substitutes and/or “special orders”. When inventory is unavailable substitutions of appropriate (like) products should be offered to the customer within the ordering process (customer may pre-select appropriate substitute if possible). No substitute shall be made without prior approval by the customer, unless given the circumstances; prior approval cannot be reasonably obtained. Unapproved substitutions must be identified as such to receiver at time of delivery. This process should be discussed with facility staff at time of contract implementation with facility to decide if they want to accept this unapproved substitution process to not. The government may refuse or return, at no charge, any substitutions that the customer has not previously approved. Substituted items must be of equal or higher quality (i.e. same or better grade; nutritional value; pack size, etc.) and equal or lower in price whenever possible.

3. Quantities: It is uncertain at this time the quantities required as it is dependent on the census of the CLC and the need of the Veterans.

4. Delivery: Orders will be delivered to the loading dock at 110 Krukowski Road, Honolulu, HI 96819 on a mutually agreed date between the hours of 6:30 am to 3:00 pm. Day of delivery will be mutually agreed upon between the Contractor and the VA. Food items delivered shall be in compliance with Hazard Analysis Critical Control Point (HACCP) guidelines (https://www.fda.gov/Food/GuidanceRegulation/HACCP/default.htm). Items received will be compared against the invoice and checked against HACCP standards. Any items not in compliance will be returned to the Contractor. Missing items will be replaced or credited. The Contractor must be able to provide an uninterrupted source of supply.

Certain orders where quantities of items are small may be picked up by the VA via the Contractor’s Will Call office/department. The Contractor shall provide the procedures for the hours of the Will Call.

5. Orders and Payment: The Contractor shall accept credit card payment for purchases. A representative of the VA with the authority to make credit card purchases may place orders with the Contractor.

6. Capability or Performance: Contractor must be a broad lined distributor of food and foodservice supplies capable of procuring a wide range of products required to meet the needs of a healthcare facility. Contractor must have a minimum of 5 years of experience in food distribution for healthcare facilities in order to thoroughly understand the product and service requirements of the healthcare foodservice industry. The Contractor must have an established healthcare customer base whose volume will dictate an inventory that meets these healthcare customers’ needs. Contractor must make available a web-based electronic ordering system which displays their full product catalog.

Any non-manufacturer suppliers must be authorized distributors of the items.

7. Health, Sanitation, and Compliance: Contractor must be able to ensure product safety at receipt, during warehousing and delivery in accordance with HACCP (Hazard Analysis Critical Control Point), USDA Food Code standards and requirement and according to all applicable state and federal regulation. Contractor shall have a Quality Assurance plan. All products must have traceability from farm, manufacturer, warehouse and distribution to facilities. All product recalls must be communicated by the Contractor to the VA within 24 hours of receipt of notification. Contractor must have emergency preparedness plans and procedures for their facilities and customers. Appropriate back-up systems and alternate distribution sites must be in place at time of contract award. The VA reserves the right to inspect the food storage facility and delivery vehicles. Manufacturer/suppliers must certify their compliance with Good Manufacturing Practices (GMPs), USDA Food Code Standards, and all applicable state and federal health regulations.

The contractor shall have procedures in place for inspecting products according to HACCP (Hazard Analysis Critical Control Point) guidelines upon receipt from suppliers for quality, temperature, and any evidence of pest infestation or tampering. The contractor shall warehouse and transport products in appropriate environments and under security precautions.

The contractor shall have a process in place with product manufacturer/supplier for timely and complete reporting of any product quality or safety problems. Recall procedures of any problem products must be clear and easily acted upon and communicated by the contractor to customer.

Product descriptions within the contractor’s product catalog must provide characteristic details, and be accurate and current to product numbers and inventory. Any products received by customers that do not comply with the product description will be returned for credit and/or replacement. Any repeated occurrences will be reported to the Contracting Officer for further corrective action.

The contractor shall ensure that products have adequate shelf-life upon delivery to customers as described herein. Products with limited shelf-life requirements such as refrigerated products, fresh salads, shell eggs, juices, bases, meats, etc. must have at least half of their normal shelf life remaining upon customer receipt. If a perishable product has a less than seven day normal shelf life, at least four days must be remaining upon delivery. Other food items should have at least thirty days of remaining shelf- life upon delivery except for the nationally contracted nutritional supplements and tube feedings, which must have at least sixty days of shelf life remaining at time of delivery to the facility.

Facilities will contact the contractor to return for credit any products that upon receipt (within 24 hours of delivery) or upon opening package, thawing, or cooking:

· are of unacceptable quality or temperature,

· are outdated or have insufficient shelf-life,

· have visible or concealed damage or odor

· have been recalled,

· were shipped in error (item or quantity).

· are from an unacceptable supplier or a manufacturer/supplier from a non-TAA country.

CORs will coordinate with the contractor whether to return rejected product to the contractor on the next scheduled delivery or to destroy product. Any product not picked up by the contractor by the agreed date, or within 48 hours, whichever is earliest, will be destroyed by the customer and the contractor will be billed for any charges incurred in the destruction of the rejected products. See VAAR 852.246-71 Inspection Alternate I (JAN 2008).

8. Rebates, Discounts, and Incentive Programs:

The Contractor shall enroll the VAPIHCS CLC in all applicable commercially offered manufacturer/supplier rebates, food show rebates, allowances, discounts, sales incentives, promotions, and programs offered to other commercial customers with similar purchasing volume. Once the Contractor, on behalf of the VAPIHCS CLC, enrolls it in such programs, Customer rebates, allowances, and discounts shall be made available to the VAPIHCS CLC in the form of an up-front price reduction.

9. Contractor Management Responsibility: The contractor shall appoint a program manager who will be the Contractor’s Authorized Representative for the technical and administrative performance of all services required. The program manager shall be the single point of contact through which all Contractor/Government communications shall flow.

10. Designation of Contracting Officer Representative (COR): A Technical Representative of the Contracting Officer (COR) will be designated to represent the Contracting Officer in furnishing technical guidance and advice under this contract. The foregoing is not to be construed as authorization to interpret or furnish advice and information to Contractor relative to the financial or legal aspects of the contract. Those matters are the responsibility of the Contracting Officer and shall not be delegated.

11. VA Contract Administration Authority:

a. The Contracting Officer is the only person authorized to approve changes or modifications to the requirements under this contract on behalf of the Government.

b. In the event the Contractor makes any change(s) at the direction of any person other than the Contracting Officer, any change shall be considered to have been made without authority and no adjustment in price shall be made in the contract to cover any increase in charges incurred as a result thereof.

12. Invoicing:

To be considered a proper invoice, the following shall be provided: contract number, purchase obligation number, date of delivery, item description, product number, quantity ordered, quantity shipped, identified if substitute item, delivered price by line item, and total cost. Purchase obligation numbers are essential for proper invoicing and payment.

All credits should be processed promptly and electronically including credit from food shows and incentive programs. All billing invoices and credits for VAPIHCS shall be transmitted electronically (EDI) to Austin Finance Center the day of or next business day following delivery with any corrections having been made and credits issued. Payment will be processed through electronic fund transfer (EFT).

All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

More information on the VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

Vendor e-Invoice Set-Up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

• Tungsten e-Invoice Setup Information: 1-877-489-6135

• Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

• FSC e-Invoice Contact Information: 1-877-353-9791

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

13. Contract Implementation:

The contract resultant hereunder will be in effect for five years from the date of award. The total possible contract period may run for five years and six months if the Option to Extend Services is exercised.

“The C&A requirements do not apply, and that a Security Accreditation Package is not required.

End of SOW

B.3 BLANKET PURCHASE AREEMENT TERMS

BLANKET PURCHASE AGREEMENT TERMS

1. DELIVERY

Contractor shall deliver upon receipt of orders from authorized government representative to designated location.

2. GENERAL TERMS

a. Description of agreement. The supplier shall furnish supplies or services, described in general terms, if and when requested by the contracting officer (or the authorized representative of the contracting officer) during a specified period and within a stipulated aggregate amount, if any.

b. Extent of obligation. The Government is obligated only to the extent of authorized purchases actually made under the BPA.

c. Purchase limitation. The purchase limitation for an individual call is the SAT (currently at $250,000.00)

d. Individuals authorized to purchase under the BPA. The Contracting Officer that established the BPA may authorize individuals within their office to place BPA calls. In addition, the Contracting Officer who issued the BPA may authorize other activities that have been granted appropriate authority to place calls under his/her BPA. Authorized callers are designated in writing by the Contracting Officer. This authority may not be redelegated. Access to the BPA, along with current price lists or catalogs incorporated into the BPA shall be provided to all authorized callers.

e. Delivery tickets. A requirement that all shipments under the agreement, except those for newspapers, magazines, or other periodicals, shall be accompanied by delivery tickets or sales slips that shall contain the following minimum information:

i. Name of supplier

ii. BPA number

iii. Date of purchase

iv. Purchase number

v. Itemized list of supplies or services furnished

vi. Quantity, unit price, and extension of each item, less applicable discounts (unit prices and extensions need not be shown when incompatible with the use of automated systems, provided that the invoice is itemized to show this information)

vii. Date of delivery or shipment

d. Invoicing Process: IAW 13.303-4(a) Blanket Purchase Agreements (BPAs), the contracting officer shall insert in each BPA the clauses prescribed elsewhere in this part that are required for or applicable to the particular BPA. Refer to Local Clause 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS.

BPA Call Limit: SAT (currently at $250,000.00) Period of Performance: 18-SEPT-2018 through 17-AUG-2023 PSC Code: 8970

3. BPA CALL PROCEDURES

Contractor capabilities and capacity will be taken into consideration prior to assignment of a BPA Call.

A Vendor Information Page (VIP) verified SDVOSB or VOSB submitting a quote for a BPA Call shall receive a 5% price preference. To qualify for this price preference, vendors must be registered and verified in the VIP database by quote submission due date and at the time of BPA call award. Any vendor proposing to sub-contract to a VIP verified SDVOSB/VOSB on a BPA Call shall receive a 2.5% price preference. Contractors shall submit the name(s) of the verified SDVOSB/VOSB with whom it intends to subcontract and provide a brief description and the approximate dollar values of the proposed subcontract(s).

The Government may use oral quotes and streamlined procedures when selecting a contractor for the order (i.e. a review of standing pricelists). In addition, the Contracting Officer need not contact each of the Contractors under the Blanket Purchase Agreements before selecting the Contractor for a BPA Call if the Contracting Officer has information available to ensure that each Contractor is provided a fair opportunity to be considered for each BPA Call.

Requirements less than the micropurchase threshold will be paid for using GPC and will not be part of the BPA. If recurring services they may not exceed the micropurchase for the year.

Contractor need not be given an opportunity to be considered for a particular order in excess of the micropurchase threshold if the Contracting Officer determines that:

1. The Government’s needs for supplies or services are of such urgency that providing such opportunity would result in unacceptable delays;

2. Only one such Contractor can provide supplies or services required at the level of quality required because the supplies or services are unique or highly specialized.

3. The order may be issued on a sole-source basis in the interest of economy and efficiency as a logical follow-on to a BPA Call already issued if all Contractors were given a fair opportunity to be considered for the original BPA Call.

4. The work to be accomplished under this contract will be performed by issuance of a BPA Call. BPA Calls may be fixed price or time and materials. Contractor shall coordinate all work with the Contracting Officer in order that there will be a minimum of interruption and inconvenience to the Government.

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

* See Appendix 1 and Appendix 2. All items in Appendix 1 must be completed to be considered for award of the first BPA call order. Contractors may quote on all or some of the items in Appendix 2, Standing Price List. However, for those items not priced, you will not be considered for future BPA calls where those items are required.

The Department of Veterans Affairs has a national contract with U.S. Foods, contract number V797W-17-D-0001. The national contract does not cover the State of Hawaii. However, U.S. Foods may be able to honor contract pricing for this requirement. Please inquire with:

Diana Bott Hormel Health Labs National Accounts Manager Phone: 586-484-8663

B.5 DELIVERY SCHEDULE

Delivery Address:

Deliveries: VA PIHCS Community Living Center 110 Krukowski Road Honolulu, HI 96819

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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.

(End of Clause)

C.3 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.4 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.