36C26220R0096-0001000.docx

36C26220R0096

5. PROJECT NUMBER (if applicable)

CODE

7.

ADMINISTERED BY

2. AMENDMENT/MODIFICATION NUMBER

CODE

6. ISSUED BY

8. NAME AND ADDRESS OF CONTRACTOR

4. REQUISITION/PURCHASE REQ. NUMBER

3. EFFECTIVE DATE

9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED

PAGE OF

PAGES

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED

BPA NO.

1. CONTRACT ID CODE

FACILITY CODE

CODE

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

E. IMPORTANT:

is extended,

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE

OF YOUR

ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY is not extended.

12. ACCOUNTING AND APPROPRIATION DATA

(REV. 11/2016)

is required to sign this document and return ___________ copies to the issuing office.

is not, A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

15C. DATE SIGNED

B. THE ABOVE NUMBERE

D CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES

SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

RESULT IN REJECTION OF YOUR

OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendmen t, and is received prior to the opening hour and date specified.

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER

Contractor

16C. DATE SIGNED

14. DESCRIPTION OF AMENDMENT/MODIFICATION

16B. UNITED

STATES OF AMERICA

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER

16A. NAME AND TITLE OF

CONTRACTING OFFICER

15B. CONTRACTOR/OFFEROR

STANDARD FORM 30

PREVIOUS EDITION NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.243 (Type or print) (Type or print) (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

(Number, street, county, State and ZIP Code) (If other than Item 6) (Specify type of modification and authority) (such as changes in paying office, appropriation date, etc.)

(If required)

(SEE ITEM 11)

(SEE ITEM 13)

(X)

CHECK

ONE

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF

SOLICITATIONS

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

(Signature of person authorized to sign) (Signature of Contracting Officer) 04-02-2020

NA

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 To all Offerors/Bidders

36C26220R0096

X X X

X a). This solicitation amendment is being issued to delete the previous solicitation and replace it with the attachment.

b). The proposal due date has not been changed.

Alfreda Hunter

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 W

HICH 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

600-20-2-306-0030 36C26220R0096 04-01-2020 Alfreda Hunter 951-601-4527 04-17-2020

2:00 P.M. PST

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X X 561320 $30 Million N/A X Department of Veterans Affairs March ARB VHA Regional Procurement Office-West Network Contracting Office - 22 14560 2nd Street, Building 2640 Moreno Valley CA 92518 00262 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 P.O. Box 149971 Austin TX 78714-9971 Temporary Help Services for VA Long Beach Healthcare System.

(See Schedule of Services and Price) X X Alfreda Hunter Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

DUNS number:

Department of Veterans Affairs Network Contracting Office 22 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:

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 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:

B.2 SCHEDULE OF SERVICES AND PRICE:

HOURS

PRICE

EST

TOTAL

Eight (8) technicians working 8 hours per day for 120 days = 7680 hours.

Two (2) technicians working swing shift, to include Saturday and Sunday, 8 hours per day for 120 days = 1920 hours.

B.3 OPTION TO EXTEND SERVICES:

This contract period of performance is for 120 working days with an option for an additional 120 working days, not to exceed a total of 240 working days.

B.4 LIMITATION ON USE OF CONTRACT PERSONNEL.

Orders for the temporary staffing services identified in this contract may only be issued for up to 120 work-days with the option to extend for an additional 120 work-days. For the Government to comply with federal law, Contractor shall ensure that individual members of the Contractor’s staff do not work more than 240 days within a two-year period performing the same services under any contract at VALBHS. Contractor shall monitor the number of days that each staff member has performed work under this contract and shall remove staff members from providing services under this contract when a staff member reaches the limitation on workdays described in this paragraph.

B.5 STATEMENT OF WORK:

The Contractor shall provide temporary staffing supply technicians for VA Long Beach Healthcare System (VALBHS), 5901 E. 7th Street, Long Beach, CA 90822 in accordance with (IAW) the Schedule of Services described in Section B.3.

1. DUTIES OF THE SUPPLY TECHNICIAN:

Major Duties:

a. General:

The primary purpose of the temporary supply technicians is to ensure that supplies and material are distributed to all areas serviced by Logistics to include, but not limited to, sterile and non-sterile medical supplies, instruments sets, and equipment. Assignments include but are not limited to scanning, barcoding, receiving, storing, and the distribution of medical and surgical supplies, instruments, and other material. The work requires knowledge of applicable policies and procedures as well as inventory systems such as the generic inventory package (GIP), bar-coding, aseptic procedures and Logistics processes.

b. Supply Distribution:

The Supply Technician maintains stock for all clinical and administrative services. This involves pulling stock inventory and material from main inventory for delivery; replenishing stock inventory; interacting with clinical and administrative customers to ensure issues and needs are identified and either resolved or escalated to supervisors or Inventory Management Specialists as needed; maintaining records on stock levels; recommending revisions in stock levels as needed to supply changes to Inventory Management Specialists; communicating to the lead or supervisor any concerns related to supplies, equipment and procedures, providing information as needed orally or in writing regarding customer or external stakeholder issues, general telephone inquiries and visitor referrals; communicating with customers and vendors to obtain information regarding medical supplies.

Monitors expiration dates, rotates stock to limit outdates and removes items from use as required by outdates. Supports managers in checking inventory for stock identified for recalled items and hazard alerts; ensures critical supplies are appropriately monitored and controlled, resolving deviations when possible, and escalating significant deviations to the Inventory Management Specialists.

Performs daily inventory of primary and secondary inventory points using bar coding equipment on a predetermined schedule that will allow for timely replenishment orders. Resolves differences between records and physical count of stock.

Distributes items according to established or ad hoc requirements in computerized inventory management systems such as GIP. Utilizes a pager or similar device to expedite the pick/delivery of items needed in user areas and supported catchment area. Fills requests for items based on daily schedules of need or on an emergent basis as appropriate.

Cleans assigned secondary areas (shelves and bins) in accordance with aseptic principles as published in infection control guidelines, local Standard Operating Procedures (SOPs), and Joint Commission standards as scheduled.

Delivers supplies in a timely and accurate manner, ensuring supplies and material delivered are in sterile and operational condition. Completes specialty cart preparation and stocking.

Supports wall-to-wall and periodic inventories.

c. Inventory Control – Receiving The Supply Technician receives supplies and material into the VA Health Care System and supported catchment area. Unpacks/uncrates supplies from shipping cartons; properly stores supplies and material in main/primary inventory areas. Stores items in accordance with established guidelines, utilizing a computerized inventory system, to ensure sterility and integrity of the supplies and material and the data integrity of the inventory management system.

Through periodic inventory and discussion with ward and clinical employee, maintains stock levels, returns reusable supplies to the distribution area, and informs clinic and ward employee on new or changed items and supplies, current medical supply resources, and shelf life.

2. SPECIFIC CONTRACT REQUIREMENTS:

The Contractor shall provide ten temporary supply technicians specified in this Statement of Work for the successful operation of the VA Supply program. The Contractor employees shall greet all clients and be courteous and helpful to all prospective and existing clients while observing all laws and regulations regarding the privacy of all individuals conducting work under this contract. The Contractor shall coordinate the ten temporary supply technicians for this contract with the Contracting Officer Representative (COR). Any changes to Contractor temporary supply technicians will be reviewed by the COR. The COR shall communicate and coordinate any directions with the Contractor.

The Contractor shall be responsible for providing qualified temporary supply technicians. The Contractor shall ensure the temporary supply technicians provides complete coverage during hours of operation as defined in this Statement of Work (SOW).

The Contractor shall provide temporary supply technicians according to the criteria set forth in this contract, and all temporary supply technicians including any replacement temporary supply technicians shall meet all contract requirements. The COR shall approve temporary supply technicians that are assigned to this contract. Disciplinary actions, including removal of Contractor employees, are the responsibility of the Contractor.

3. HOURS OF SERVICE/COVERAGE:

The Contractor shall provide ten (10) temporary supply technicians. Eight (8) on day shift (Monday thru Friday) from 6:30a.m. to 3:0 p.m. and Two (2) technicians on swing shift, to include Saturday and Sunday, from 7:00p.m. to 3:30a.m. with the exception of National Holidays.

In the rare event that contractor personnel are asked to work overtime, contractor-provided overtime rates of pay will apply for hours beyond 8 hours per day or 40 hours per week.

Contractor employees shall be present and working during the specified timeframes. The COR shall approve any changes of the Contractor's employees in advance.

4. NATIONAL HOLIDAYS:

When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U. S. Government. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday by U.S. Government.

Also included would be any other day specifically declared by the President of the United States to be a National Holiday.

5. AUTHORIZED SERVICES:

Only those services specified herein are authorized under this contract. Contractor shall be cautioned that only the Contracting Officer (CO) may authorize additional services and that reimbursement shall not be made unless prior authorization is obtained.

6. CHANGES:

The contractor is advised that only the CO acting within the scope of this contract has the authority to make changes which may affect this contract terms and conditions, quality, quantity, price, and/or delivery. The contractor shall contact the CO for approval in the event there are changes prior to proceeding. No other individual has the authority to make these binding changes and/or commitments.

In the event that the Contractor commits to such changes at the direction of any person other than the CO, the changes shall be considered to have been made without proper authority and no adjustment shall be made in contract price to cover any increase in costs incurred as a result thereof.

7. CONTRACTING OFFICER REPRESENTATIVE (COR):

A COR may be delegated to assist the CO in the administration and monitoring the resulting contract. A Delegation of Authority letter issued to the COR, a copy of which will be sent to the Contractor, will state the responsibilities and limitations of the COR. The COR is not authorized to change any of the terms and conditions of the resulting contract.

8. GOVERNMENT OVERSIGHT

The Government shall specify a Supervisor/Manager who shall be responsible for overseeing the performance of contractor employees. The Government shall only observe and monitor contractor staff who are required to be on-site, Monday through Friday during the hours of 06:30 am to 3:00 pm and on Saturday and Sunday during the hours of 7:00p.m. to 3:30a.m. The Government shall not supervise any of the Contractor employees at any given time. The assigned Supervisor/Manger shall communicate with the Contractor daily and/or when required to address any issues/concerns regarding the Contractor employees. Contractor shall take appropriate action involving their employees. Contractor shall report any findings to the Supervisor/Manager and the COR.

The Contractor shall notify the COR and CO immediately and in writing of the contractor’s employee name and of changes in employees appointed to fulfill all the requirements of the contract. Also, any substitution of employees due to illness or vacation.

9. CONTRACTOR EMPLOYEES ROSTERS

Current written rosters of all regular and alternate employees shall be provided to the CO and COR. Employees not listed on the rosters shall not be allowed to work at the VALBHS. The Contractor shall ensure that sufficient backup employees are trained, have had a background investigation completed and received a VA issued contractor badge and are available to provide the required services.

10. IDENTIFICATION OF CONTRACTOR EMPLOYEES:

(a) Both parties agree that the contractor temporary supply technicians employees when the resulting contract will be performed shall not be considered VA employees for any purpose and shall be considered employees of the contractor only. The Contractor shall ensure that the employees assigned shall be cognizant of sexual harassment, drug-free workplace and other appropriate federal employment requirements.

(b) Contractor’s Employees: The contractor shall provide a representative who shall be responsible for routine liaison in the performance and administration of the resulting contract. In addition, the COR shall act as the primary point of contact (POC) between the CO and the contractor. The representative shall have full authority to act on behalf of the contractor on all matters relating to daily operations of contract performance. An alternate POC shall also be designated. The contractor shall provide the names and telephone numbers of the POC(s) in the space below:

Primary POC:

Position Title:

Telephone No.:

Email Address:

Alternate POC:

Position Title:

Telephone No.:

Email Address:

11. BADGES:

All contractor employees shall be required to wear VA provided identification (I.D.) badges above the waist at all times while on the VA grounds. Contractor shall be required to coordinate with the COR to obtain the VA provided I.D. badges for all staff. All VA provided I.D. badges shall be returned at the end of the contract or upon completion of service. Failure to wear ID badges may result in removal from any of the VA facilities and/or otherwise referred to Government property.

12. STANDARDS OF CONDUCT:

The Contractor employees shall present a neat, well groomed, professional appearance at all time. The Contractor employees shall not wear sandals, flip-flop style footwear, or open toed shoes.

Contractor employees found to be under the influence of, consuming, or using alcohol or drugs while on duty shall be subject to administrative action from the CO, which may include contract termination. Alcohol/Drug use in the workplace shall not be tolerated.

The contractor shall ensure that all contractor employees have met qualifying criteria. Ultimately, the decision to accept or reject contractor employees rests with the CO. Non-acceptance of contractor employees does not relive the contractor from satisfying and fulfilling the requirements of the contract.

The Government reserves the right to refuse acceptance of Contractor employees whose personal or professional conduct jeopardized or interferes with the operation of the facility. Breaches of conduct include intoxication or debilitation resulting from drug use, theft, dereliction or negligence in performing directed tasks, or other abuse, or other conduct resulting in formal complaints by staff members to designated Government Representatives. Standards for conduct shall mirror those prescribed by current Federal Employees Regulations.

13. CONTRACTOR SECURITY REQUIREMENTS:

a. The Office of Security and Law enforcement provides Department-wide policy on the assignment of appropriate position sensitivity designations associated with Department of Veterans Affairs (VA) positions involving national security and public trust responsibilities, and on the level of background investigations required for applicants for, and incumbents of, those positions.

IAW VA 0710 Handbook, appointees and contract employees appointed to Low/Moderate/High Risk positions shall be subjects of a background investigation conducted by OPM and receive a favorable adjudication from the VA Office of Security and Law Enforcement to ensure compliance with such policy, If such investigation has not been completed prior to contract commencement, the Contractor shall be responsible for the actions of those individuals performing under the contract.

Should the contract require Contractor’s employees to maintain U.S. citizenship, the Contractor shall be responsible for compliance. Regardless of U.S. citizenship requirements, Contractor’s employees are required to read, write, speak, and understand the English language, unless otherwise specified herein or agreed to by the Government. The level of sensitivity shall be determined by the Government based on the type of access required.

The Contractor shall be required to furnish all applicable employees information required to conduct the investigation, such as, but not limited to, the name, address, and social security number of the Contractor’s employees. The VA will provide all the necessary instructions and guidance for submission of the documents required to conduct the background investigation. Background investigations shall not be required for contract employees assigned to Low Risk/Non-sensitive positions for 180 days for less under a single contract or series of contracts. However, a Security Access Clearance (SAC) background screening will be required for appropriate preliminary checks IAW VA Directive 0710.

b. Background Screening: In accordance with VHA Directive 0710 all Contractor employees providing services under this resulting contract shall be subject to a background screening and shall receive favorable adjudication from the VA VHA Service Center (VSC) prior to contract performance. The level of screening for this resulting contract is:

Special Agreement Check (SAC). Any employee whose background investigation yields unfavorable results shall be removed immediately from performance under this resulting contract. In the event the screening is not completed prior to contract performance, The Contractor shall be responsible for the actions of those individuals performing under the contract.

c. Contractors, contractor employees, subcontractors, and subcontractor employees shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA employees regarding VA information and information system security.

14. INSURANCE LIABILITY:

Prior to commencement of work to be performed, the Contractor shall furnish an insurance certificate indicating that the coverage outlined in paragraphs a and b have been obtained and that it may not be changed or canceled without a guaranteed thirty (30) day notice to the CO.

a. The Contractor shall maintain Workers Compensation and Employee’s Public Liability Insurance in accordance with the laws of California.

b. The Contractor shall comply with all applicable Federal and State laws regarding liability for the injury or death of an employee in performing the work under this contract and shall hold the Government harmless against any or all loss, cost, damage, claim expense or liability for accident or injury to persons or property occurring in the performance of this contract.

15. SAFETY AND FIRE PREVENTION:

In the performance of the resulting contract, the Contractor shall take such safety precautions as necessary to protect the lives and health of the occupants of the building. Fire and Safety deficiencies, which exist and are part of the responsibility of the contractor, shall be immediately corrected. If the Contractor fails or refuses to correct deficiencies promptly, the CO may issue an order stopping all, or any part, of the work. The Contractor shall comply with applicable Federal, State, and VA safety and fire regulations and codes, which are in effect during the performance period of the contract. The Contractor employees shall follow applicable facility policies concerning fire/disaster programs.

16. OTHER REQUIREMENTS:

a. VA Policy: Possession of weapons is prohibited. Enclosed containers, including tool kits, are subject to search. Violations of VA regulations may result in citations answerable in the United States (Federal) District Court.

b. Parking Policy: It is the responsibility of Contractor employees to park only in designated parking areas. Parking information is available from the VA Police. The VA shall not validate or make reimbursement for parking violations of the Contractor’s employees under any circumstances.

c. Smoking Policy: Contractor employees may smoke only in designated areas. Smoking is allowed in all outside designated smoking areas that are 40 feet away from building entrances unless indicated otherwise. Enclosed patios connected to facility buildings are considered part of the building and as such are non-smoking areas.

SECTION C - CONTRACT CLAUSES

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.

C.2 52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST DEC 2011

(a) Definitions. As used in this clause— "Acquisition function closely associated with inherently governmental functions" means supporting or providing advice or recommendations with regard to the following activities of a Federal agency:

(1) Planning acquisitions.

(2) Determining what supplies or services are to be acquired by the Government, including developing statements of work.

(3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

(6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services).

(7) Terminating contracts.

(8) Determining whether contract costs are reasonable, allocable, and allowable.

"Covered employee" means an individual who performs an acquisition function closely associated with inherently governmental functions and is—

(1) An employee of the contractor; or

(2) A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures.

"Non-public information" means any Government or third-party information that—

(1) Is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public.

"Personal conflict of interest" means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee's ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not "impair the employee's ability to act impartially and in the best interest of the Government" is not covered under this definition.)

(1) Among the sources of personal conflicts of interest are—

(i) Financial interests of the covered employee, of close family members, or of other members of the covered employee's household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and

(iii) Gifts, including travel.

(2) For example, financial interests referred to in paragraph (1) of this definition may arise from—

(i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation);

(iii) Services provided in exchange for honorariums or travel expense reimbursements;

(iv) Research funding or other forms of research support;

(v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests; or

(viii) Business ownership and investment interests.

(b) Requirements. The Contractor shall—

(1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by—

(i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

(A) Financial interests of the covered employee, of close family members, or of other members of the covered employee's household.

(B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business).

(C) Gifts, including travel; and

(ii) Requiring each covered employee to update the disclosure statement whenever the employee's personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

(2) For each covered employee—

(i) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

(ii) Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Obtain a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through performance of a Government contract.

(3) Inform covered employees of their obligation—

(i) To disclose and prevent personal conflicts of interest;

(ii) Not to use non-public information accessed through performance of a Government contract for personal gain; and

(iii) To avoid even the appearance of personal conflicts of interest;

(4) Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards;

(5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause; and

(6) Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified.