36C26219R0138-001.docx

36C26219R0138

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1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

703-19-3-5661-0093 36C26219R0138 07-29-2019 Imelda Martinez 562-766-2250 08-1 -2019

04:00 PM PDT

36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X X 721214 $7.5 Million N/A X 36C262 Department of Veterans Affairs 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

Department of Veterans Affairs Financial Services Center Submit invoices in the arrears to the Tungsten System at http://www.tungsten-network.com/us/ See CONTINUATION Page Contractor shall provide Outdoor Experience Events Set-aside for Service Disabled Veteran-Owned Small Business See Subsequent pages for details.

This procurement may result in multiple awards if it is in the Government best interest to do so.

See CONTINUATION Page X Imelda Martinez Contracting Officer Table of Contents

SECTION B – CONTRACT ADMINISTRATION DATA

B.1 CONTRACT ADMINISTRATION DATA

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

b. GOVERNMENT: Department of Veterans Affairs – 36C262

4811 Airport Plaza Drive, Suite 600 Long Beach, CA 90815

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

[X] 52.232-34, Payment by Electronic Funds Transfer - Other than System for Award Management

3. INVOICES: Invoices shall be submitted in arrears:

a. Monthly [X]

4. GOVERNMENT INVOICE INFORMATION: All invoices from the contractor shall be submitted electronically through the Tungsten Network System to:

Department of Veterans Affairs Financial Services Center www.tungsten-network.com

5. ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

6. DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER:

In accordance with FAR Provision 52.212-1 paragraph (j), please provide the Dun and Bradstreet Number assigned to your firm in the space provided below:

DUNS# ____ ____ - ____ ____ ____ - ____ ____ ____ ____

B.2 SCHEDULE OF SERVICES AND PRICES

This is a firm fixed-price contract for Outdoor Experience Events for Veterans for the Department of Veterans Affairs Readjustment Counseling Services Vet Center Program.

This procurement may result in multiple awards if it is in the Government best interest to do so.

All transportation from the outdoor event site airport to and from the exact location shall be provided by the Contractor.

The contractor shall provide lodging, meals and materials costs for the thirty (30) participants and the lodging and meals on site for the two (2) RCS staff.

The contract period shall be for one (1) base year, with the Government having the option to exercise four (4) one-year option periods.

NOTE: Prices in this schedule represent an all-inclusive rate for each of the outdoor experience events including labor, transportation, lodging, meals and materials. Costs not incorporated into the Contractor’s price will not be reimbursed by the Government.

Price for the transportation shall be incorporated into the line item price. Shuttle service if required.

Travel costs shall be pre-approved and coordinated with the COR and shall be reimbursed for the exact cost in accordance with Federal Travel Regulations.

BASE YEAR: SEPTEMBER 1, 2019 THROUGH AUGUST 31, 2020

OPTION YEAR ONE: SEPTEMBER 1, 2020 THROUGH AUGUST 31, 2021

OPTION YEAR TWO: SEPTEMBER 1, 2021 THROUGH AUGUST 31, 2022

OPTION YEAR THREE: SEPTEMBER 1, 2022 THROUGH AUGUST 31, 2023

OPTION YEAR FOUR: SEPTEMBER 1, 2023 THROUGH AUGUST 31, 2024

TOTAL AGGREGATE COST FOR BASE PLUS FOUR OPTION YEARS:

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B.3 DESCRIPTION/SPECIFICATIONS/WORK STATEMENT AND REQUIREMENTS

DEFINITIONS:

AEV – All Era Veterans COR – Contracting Officer’s Representative, Department of Veterans Affairs RCS-Readjustment Counseling Services, Department of Veterans Affairs (Vet Center Staff) DOVA – Department of Veterans Affairs PL – Public Law ADA – Americans with Disabilities Act OUTDOOR EXPERIENCE SETTING – An all-inclusive setting (with lodging, dining, and outside meeting area conducive to individual or group counseling and educational activities outside the mainstream of commercial and urban settings.

1. HISTORY

Readjustment Counseling Services Vet Center Program is a unique service within VHA, legislatively mandated in 1979, to provide readjustment counseling to eligible Veterans, active duty Service members, and their families. Readjustment counseling consists of a wide range of socio-economic and psychological services through direct counseling services, outreach (face to face connection), and referral (VA and non-VA available services) for Veterans, Active Duty Service Members (ADSM), and their families provided through the national system of 300 Vet Centers, 80 Mobile Vet Centers, 24/7 Vet Center Call Centers, and the RCS Contract for Fee program. Authority for RCS originated from Public Law 96-22 codified in Title 38 U.S.C. § 1712A. Under 38 U.S.C. § 1712(e)(3), contracting authority for readjustment counseling and related mental health services is effective for any fiscal year only to the extent and amounts that are provided in annual appropriations.

2. PRIMARY OBJECTIVE

Provide outdoor experience events conducive to building trust and developing peer support for All Era Veterans (AEV) as a continuum of care to treat combat related injuries, including those related to behavioral health. These outdoor experiences will provide an affirming and open forum for veterans with a history of (Post-Traumatic Syndrome Disorder) PTSD and other related trauma issues resulting from combat tour duty or any other Vet Center service eligible veteran issues. The outdoor experience event will assist in the recovery of personal and interpersonal confidence, self-esteem, and trust building relationships as it relates to their re-integration into their community and family with focus on continuum of care.

3. GENERAL PROCEDURE

A. NUMBER AND LENGTH OF OUTDOOR EXPERIENCE EVENTS

The contractor shall conduct twelve (12) outdoor experience events per year, one (1) event per month to accommodate thirty (30) participants and two Readjustment Counseling Services (RCS) Therapists. Each event shall be for a four (4) day period, with travel on the first and fourth day. This four-day period per event includes one day for airport travel and/or travel to the outdoor experience location and one day for return travel from the outdoor event location to the participants’ home airport or designated drop off location. See below table for each event.

4. CONTRACT REQUIREMENTS

A. Event locations shall be held within the following states: 12 states (California, Nevada, Oregon, Washington, Idaho, Alaska, New Mexico, Arizona Colorado, Montana, Utah and Wyoming). No exact events being duplicated within any contract year and each state shall be visited. Events shall be scheduled to accommodate weather patterns for each state and could be scheduled from Monday through Sunday, on any 4 days. First event shall be conducted and completed in the month of September.

5. OUTDOOR EXPERIENCE PARTICIPANT PROFILE

A. The Contractor shall coordinate with the RCS staff to obtain a list of participants for each event. RCS staff will provide early intervention and screen participants prior to nomination to attend the outdoor experience. Participants will be from the same geographic area but this cannot be guaranteed.

B. Most outdoor experience participants will be physically 100% functional but it is expected that a small percentage (approximately 5%) may require adaptive equipment or assistance at some level for outdoor sport activities.

C. The outdoor experience participants will be coming from the western U.S. geographic area. Outdoor experience participants will not know other outdoor experience participants, as most participants will not originate from the same Vet Centers, but from different Vet Centers across that geographic area.

D. Many Veteran participants will be combat Veterans with combat related injuries, including those related to behavioral health.

E. The Contractor shall ensure that the outdoor experience hosts, and/or outdoor experience location staff will be subject matter experts with safety and instructor credentials.

6. OUTDOOR EXPERIENCE EVENT PROGRAM REQUIREMENTS

A. The Contractor’s outdoor experience events shall be structured to provide participants the opportunity to learn about themselves through stimulating individual or group outdoor event experiences. The contractor’s events shall be focused on providing individuals an experience where they learn how to travel comfortably and safely in the outdoors and experience outdoor activities. The outdoor experiences will provide an educational environment that allows participants to develop a personal awareness and respect for the natural world. Outdoor experience may include ropes courses, zip-lines, hikes, rock-climbing, canoeing, backpacking, camping, archery, equine events, kayaking, jet skiing, water sports, and boating events.

B. The Contractor’s events shall also be focused on the following outcomes for Veteran participants: Improved self-esteem, developing trusting relationships, and provide resources and tools for typical participant’s path in the continuum of care. Participants experience will lead to the development of

· greater self confidence

· respect for self and others

· mutual trust

· a sense of personal and group accomplishment

· a sense of personal and group responsibility

· a sense of the self as part of a larger whole in the natural world C. The Contractor events shall facilitate individual and group activities to enhance readjustment from the military to civilian life and continuum of care. Team building activities that establish participant trust will also be incorporated into the events.

7. LOGISTICAL RESPONSIBILITIES OF THE CONTRACTOR

A. The contractor shall provide lodging, meals and materials costs for the thirty (30) participants and the lodging and meals on site for the two (2) RCS staff.

B. The contractor is responsible for the transportation costs of the thirty (30) participants from their hometown airport to the outdoor experience city’s closest airport. These transportation costs will be reimbursed directly by the Government at the exact cost and will be coordinated and pre-approved with the COR.

C. All transportation from the outdoor event site airport to and from the exact location shall be provided by the Contractor.

D. The Contractor shall provide the appropriate RCS staff with information on the contact names of the outdoor experience facilitators or third-party transport personnel within 3 days of the actual event.

E. Contractor shall coordinate with the COR to provide reporting instructions for each Veteran participant (where to meet, who to look for etc.)

F. The contractor shall ensure that each event site has the necessary communication resources (telephone, cell phone reception, satellite phone) for each site, including those which are extremely remote.

G. The contractor shall provide all housing for each event daily meals (noon meal could be a box lunch) during the four-day event as follows: (See table below for Dinner on 1st, 3 meals 2&3-day, Breakfast on 4th). Breakfast and dinner shall be hot meals.

H. Contractor shall provide all training materials, equipment and staff required to provide each outdoor experience event.

I. The contractor shall provide event housing, meals, and support for the accompanying two (2) RCS staff. Hotel fees shall be paid for by the Government for RCS staff, but the Contractor shall coordinate the reservation with the COR.

J. The Contractor shall develop an appropriate travel plan for all Veterans and receive approval from the COR at least 30 days prior to the event.

K. The Contractor shall ensure that each outdoor event has staff with First Responder, CPR or First Aid Certification to support the activities and number of participants.

L. The Contractor’s outdoor experience event staff shall have a widely-accepted professional certification(s) or accreditation for providing the type of outdoor experience program. For example, the Accreditation Council of the Association of Experiential Education (AEE) and/or the American Camping Association Certification (ACA), Conference Retreat Center Accreditation, International Association of Conference Center Administrators.

M. The Contractor shall be provided a Participant Evaluation Assessment Form from the COR and shall ensure that each Veteran participant completes this form on Day 4 prior to departure. Completed forms shall be provided to the COR by the Contractor within 5 days of each completed event.

N. All outdoor experience events shall be conducted in a alcohol and drug-free environment and in a professional manner.

8. RCS STAFF PARTICIPATION IN OUTDOOR EVENTS

A. The RCS clinical staff shall function as participants/observers to monitor the participants and provide individual and/or group counseling as needed to assist the participants in having a successful outdoor experience.

B. RCS staff shall support participants with their emotional needs on a 24/7 need if required during the outdoor experience.

C. The COR shall provide the list of participants to the contractor a minimum of 30 days prior to each outdoor experience event.

9. CONTRACTOR DELIVERABLES

A. Develop and provide a detailed appropriate four (4) day program agenda (include participant travel to and from airports for the total four-day event) that best addresses the outdoor experience for AEV continuum of care to treat combat related injuries, including those related to behavioral health. The program will facilitate individual and group activities to enhance readjustment from military to civilian life with focus on continuum of care. Provide information regarding inclusive program materials, availability of office support, outdoor supplies and equipment to execute the program.

B. Recommend and provide a description of a minimum of three different outdoor experience locations for the year of performance (include amenities of outdoor experience locations) twelve (12) events within the RCS Pacific District 5 service area. Successful status will be determined jointly by the COR, RCS staff, and participant feedback.

Contractors may offer more than three locations to fit the requirement to allow for better selection opportunities, but this is not required.

C. Transportation costs from the participant’s home airport to the designated closest outdoor experience location airport AND to the outdoor experience facility and return travel from the outdoor experience facility to the participant’s local airport.

D. Lodging, meals, all outdoor experience activity costs for all participants for all proposed events per year as described in the SOW.

E. Develop, conduct, and provide results of a Participant Evaluation Assessment to provide the DOVA a customer satisfaction survey results for outdoor experience participants both on a qualitative and quantitative measurement level based on the proposed program agenda.

10. AUTHORIZED SERVICES

Only those services specified herein are authorized. Before performing any service of a non-contractual nature, the Contractor shall advise the Contracting Officer of the reason(s) for the additional work and/or service. Changes to the resulting contract shall not be authorized and reimbursement shall not be made for any work or services performed outside the scope of this contract, unless prior authorization is obtained in writing from the Contracting Officer. Changes determined by the Contracting Officer to be within the general scope of the contract shall be made in accordance with the appropriate FAR regulation and shall not necessitate new procurement actions.

11. MONITORING PROCEDURES

The COR shall be responsible for monitoring the Contractor's performance. Performance deficiencies or poor performance identified during the term of the contract shall be reported to the Contractor. Upon notification of deficiencies or poor performance, the Contractor shall be given a reasonable time to take corrective action. If determined appropriate, the Contracting Officer, COR and/or other VA staff members shall meet with representatives of the Contractor to review performance and resolve issues.

All deficiencies or poor performance shall be documented and MUST be corrected within the timeframe specified in the cure notice. The Contractor shall notify the Contracting Officer and the COR when correction(s) have been made. If the appropriate correction is not made within the timeframe specified in the cure notice, the Government shall have the right to terminate the contract in it is entirety.

12. DENIAL/TERMINATION OF SERVICES

Action to limit, suspend or revoke service contract shall be in accordance with the procedures outlined in VA guidelines, the Federal Acquisition Regulations (FAR) and Veterans Affairs Acquisition Regulation (VAAR). The Contractor shall be notified by the CO, when the necessity becomes apparent to exercise such authority. The CO shall provide the Contractor with copies of documentation initiating the revocation (termination) process if such action becomes apparent. The Government reserves the right to refuse acceptance of service provided by the Contractor due to poor performance or failure to comply with the requirements specified herein. The Contractor and COR shall deal with complaints concerning unacceptable performance. However, the CO has the final authority on validating complaints. In the event that Contractor is involved and named in a validated complaint, the Government reserves the right to refuse acceptance of the services of such Contractor. The CO shall be the final authority on questions of acceptability.

13. VA DOCUMENTATION

After use, the contractor shall destroy all documents received from the Department of Veterans Affairs containing sensitive patient information including, but not limited to: patient’s name, social security number either whole or in part, date of birth, address, and phone number. Destruction shall be accomplished by document being mechanically shredded into pieces not greater than .5mm. Documentation shall be destroyed the next business day following the completion of each event.

14. CONTRACTING OFFICER REPRESENTATIVE (COR)

Delegation of Authority letter(s) shall be forwarded to the using service and Contractor after agreement has been signed, identifying the individual(s) as the COR(s) or Alternate COR(s). All authorized representatives of the VA to order services and to accept or reject services performed shall be delegated as COR(s) or Alternate COR(s). This designation shall be furnished in writing to the Contractor prior to commencement of the contract. No service shall be provided without the approval of the COR(s) or his/her designee of this contract.

15. CONTRACTOR POINTS OF CONTACT

The Contractor shall designate one (1) employee as the Point of Contact (POC) responsible for administrative matters in the performance of services under this contract. The POC shall have full authority to act for Contractor on all matters relating to the daily performance of this contract. An alternate may be designated, but the Contractor shall notify the Contracting Officer and COR in writing those times when the alternate shall act as the POC.

The Contractor shall provide the name and telephone number of the person designated as Point of Contact and Alternate on the space below:

Point of Contact, Name: _________________________________

Telephone Number: ____________________________________

E-mail Address: _______________________________________

Alternate Point of Contact, Name: _________________________

Telephone Number: _____________________________________

E-mail Address: _________________________________________

The POC shall be available by telephone Monday through Friday, between 7:00 a.m. and 5:00 p.m. including National Holidays.

* The parties agree that the Contractor’s personnel including POC performing under this contract shall not be considered VA employees for any purpose. They all shall be considered employees of the Contractor.

16. OVERTIME AND HOLIDAYS

Any overtime and/or holiday pay that may be entitled to the Contractor personnel performing under this contract shall be the sole responsibility of the Contractor and shall not be billed to nor reimbursed by the Government.

17. SERVICE CONTRACT ACT

This contract is subject to the Service Contract Act of 1965 (as amended). Service employees performing under this contract shall be paid NO less than the wages as indicated in the applicable Department of Labor Wage Determination.

18. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT

Contractor shall take reasonable measures to ensure patient privacy and confidentiality. The Contract Service Providers herein agree to take all reasonable precautions to safeguard patient information from unauthorized access or modification, in both electronic and hard-copy formats. This includes not only electronic security measures such as “strong” user passwords on computer systems, but also physical barriers to prevent unauthorized use of computer work stations; that hard copy patient files are in secured lockable areas, that files are in lockable cabinets, that the cabinets can in fact be locked, i.e. keys are available and the locking mechanisms work properly. This precaution also includes the proper transfer of patient information via electronic means, such as faxing or system to system transmission.

Contractor shall insure that no patient information of any type shall be given to outside parties, agencies or organizations of any type without the expressed written consent of the patient and the VA.

That the Contractor understands that all parties are bound by the conditions of the “Health Insurance Portability and Accountability Act of 1996” which provides guidance on the protection of patient privacy and confidentiality. This act mandates that all government agencies and those bodies with whom they contract shall be in compliance with the directive of the Act. Details or the Act are still under development by the Congress of the United States. Shall additional requirements be set by Congress a duly executed modification will be executed by the Contracting Officer.

19. DRUG/ALCOHOL POLICY

Contractor shall ensure that all staff performing under this contract complied with the participating VA alcohol and drug free workplace policy. The Contractor shall be expected to conduct random alcohol and drug tests on all contractor staff. Random alcohol and drug tests shall be conducted at least once a year on each employee performing under the resulting contract. Contractor staff shall also be subject to drug and alcohol testing when reasons exist to suspect the use of illegal drugs and/or alcohol while on duty that impaired judgment, performance, and the safety of Veteran patients. Upon request, the Contractor shall be expected to provide evidence or copy of the results of employee drug and alcohol testing.

20. SMOKING POLICY

Smoking is strictly prohibited on the grounds of any VHA facility. Per VHA Directive 1085 dated March 5, 2019, it is VHA policy that all VHA health care facilities, including hospitals, community clinics, administrative offices and Vet Centers, will be smoke-free for patients, visitors, contractors, volunteers, and vendors effective October 1, 2019. There will no longer be designated smoking areas.

21. INVOICE REQUIREMENTS

Billings rendered by the Contractor to the VA for services rendered under the terms of this contract shall be billings in full. Neither the Veteran, nor any other third party shall be billed for service covered under this contract. Only those services covered under this contract shall be billed to VA.

Invoices shall be submitted monthly in the arrears to the VA unless otherwise requested by the VA. Invoices shall reference the appropriate contract and obligation number (to be assigned upon contract award) and shall have the following minimum information on them:

(1) Dates of service

(2) Contract Number

(3) Obligation Number

(4) Line item from Schedule of Service associated with each charge

(5) Description of services provided

(6) Authorizing VA Official

Invoices not containing the above-required information will delay payment. Invoices shall be submitted electronically through the Tungsten Network System at www.tungsten-network.com

For the Government invoice/billing information, reference Contract Administration Data section on page 3. Incomplete and incorrect invoices shall be returned for correction.

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…