36C26318Q0124-001.docx

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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

36C26318Q0124 12-18-2017 Phillips, Pamela 605-720-7020 01-04-2018

4:00 PM

Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade SD 57741 X X 492110 1500 Employees X N/A X Department of Veterans Affairs VA Black Hills HCS Fort Meade Campus 113 Comanche Rd.

Fort Meade SD 57741 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade SD 57741

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 Contractor to provide all labor and materials to perform the requirements of the statement of work.

Please fill out separate price schedule in body of solicitation.

DUNS#_________________________________________

Proposed period of performance:

Base plus option years 02/01/2018 - 01/31/2023.

X X X Pamela Phillips 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:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C568 Pamela Phillips Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade SD 57741

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-2(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:

PERFORMANCE WORK STATEMENT

The Department of Veterans Affairs (VA), Fargo VA Health Care System is seeking a contractor to provide all necessary management, labor, equipment, transportation, and insurance to provide courier service to and from the Fargo VA Medical Center and all Community Based Outpatient Clinics (CBOC) in accordance within the prescribed Performance Work Statement, (PWS). Daily courier services include transportation of all laboratory specimens (blood/body fluids), mail, office supplies, documents, medical records- X-rays and other hand carried medical supplies and equipment (prosthetics supplies, ect.).

Courier services shall be provided Monday through Friday, except for National holidays or any day specifically declared by the President of the United States to be a national holiday to and from the designed pick-up and delivery points as specified below: we anticipate about 250 trips per each site and 20 trips to Minneapolis.

On occasion the Fargo VA Health Care System has a requirement to transport unique (time sensitive) special laboratory specimens to the Minneapolis VA Health Care System, located at One Veterans Drive, Minneapolis, MN 55417. These twenty trips (services) will be on an as need basis. The authorized representative (Ancillary Testing Coordinator(s)) from the Fargo VA Health Care System Pathology and Laboratory Services will contact the contractor's primary POC to order the pick-up and delivery. The assigned Contracting Officer Representative (COR) will be responsible to ensure the contractor has a current list of authorized agents (Ancillary Testing Coordinator(s)) from the Pathology and Laboratory Services who shall request this Contract Line Item Number (CLIN). If requested by the contractor the COR will provide a current list of Ancillary Testing Coordinator(s) within two (2) business days of the request.

Community Based Outpatient Clinic (CBOC) Courier Service – Performance Work Statement (PWS):

Offers will be considered only from vendors who are regularly established in the performance of courier services or can perform such services and who, in the judgment of the contracting officer, are financially responsible and able to show evidence of their reliability, ability, experience, equipment, facilities, and personnel directly employed or supervised by them to render prompt and satisfactory service. The offeror shall be licensed by the state or local health authority in those localities where licenses are required.

The contractor shall furnish all supervision, labor, vehicles, meals, and other related items necessary to perform scheduled daily (Monday through Friday – Pickup NLT 3:30pm-4:30pm daily) courier services as described herein for the Fargo Veterans Affairs (VA) Health Care System. Courier services shall include, but are not limited to, pharmaceuticals, medical supplies/equipment, diagnostic specimens, x-rays, patient charts, office supplies, mail, sterile and contaminated instruments, and other items as required.

1. The contractor shall provide regularly scheduled courier services to and from the Fargo VA Health Care System (Located at 2101 Elm Street, Fargo, ND 58102) and Community Based Outpatient Clinics (CBOC) located within North-West Minnesota and the State of North Dakota.

2. All work is to be performed in accordance with applicable federal, state, and local regulations or ordinances – including any specified regulations for oxygen cylinders, dangerous goods, diagnostic specimens or bio-hazardous materials. Daily scheduled courier services shall include, but are not limited to, pharmaceuticals, medical supplies/equipment, diagnostic specimens, x-rays, patient charts, office supplies, mail, sterile and contaminated instruments, and other items as required.

3. The contractor shall provide daily (Monday through Friday - Pickup NLT 3:30pm-4:30pm daily/Delivery of all items and equipment ) courier services to and from the Fargo VA Health Care System and below CBOC locations:

a. Fargo VA Health Care System, Medical Center, 2101 Elm Street, Fargo, ND 58102-2417 All below addresses/locations are subject to change after new construction is completed. The facility COR will be responsible for notifying the vendor of any change in room addresses/room numbers.

i. CBOC Courier Room: Room 1001a (Courier drop-off and pick-up point for daily (Monday through Friday) deliveries)

ii. Laboratory: Room 1152 (Laboratory Specimen Courier drop-off point for daily (Monday through Friday) deliveries)

iii. Emergency Department Soiled Utility Room (Courier drop-off of “Red Biohazard” bins intermittent requirement)

b. Fargo VA Health Care System, Community Based Outpatient Clinics (CBOC)

i. All below addresses are subject to change after new lease agreements are signed/awarded. The facility COR will be responsible for notifying the vendor of any change in address to the below locations:

a. Bemidji CBOC, 705 Fifth Street NW B, Bemidji, MN 56601 (Courier drop-off and pick-up point for daily (Monday through Friday) deliveries) Phone: (218) 755-6360

b. Fergus Falls CBOC, 1839 North Park Street, Fergus Falls, MN 56537 (Courier drop-off and pick-up point for daily (Monday through Friday) deliveries) Phone: (218) 739-1400

c. Bismarck CBOC, 2700 State Street Suite # 5, Bismarck, ND 58503 (Courier drop-off and pick-up point for daily (Monday through Friday) deliveries) Phone: (701) 221-9152

d. Jamestown CBOC, 2422 20th St SW, Jamestown, ND 58401(Courier drop-off and pick-up point for daily (Monday through Friday) deliveries) Phone: (701) 952-4787

e. Grafton CBOC, 701 West Six Street, Grafton, ND 58237 (Courier drop-off and pick-up point for daily (Monday through Friday) deliveries) Phone: (701) 352-4059

f. Grand Forks CBOC, 3221 32nd Avenue South, Suite 700, Grand Forks, ND 58201 (Courier drop-off and pick-up point for daily (Monday through Friday) deliveries)) Phone: (701) 335-4380

g. Minot CBOC, 10 Missile Avenue, Minot, ND 58705 (Courier drop-off and pick-up point for daily (Monday through Friday) deliveries) Phone: (701) 727-9800

h. Dickinson CBOC, 528 21st West, Suite F, Dickenson, ND 58601(Courier drop-off and pick-up point for daily (Monday through Friday) deliveries) Phone: (701) 483-1850

i. Williston CBOC, 205 Main Street, Williston, ND 58802 (Courier drop-off and pick-up point for daily (Monday through Friday) deliveries) Phone: (701) 572-2470

j. Devils Lake CBOC, 1031 7th Street NE, Devils Lake, ND 58301 (Courier drop-off and pick-up point for daily (Monday through Friday) deliveries) Phone: (701) 662-5801

4. The contractor will be required to make pick-ups and deliveries at all Community Based Outpatient Clinics (CBOC) between 3:30PM (1530 hours) and 4:30PM (1630 hours) local time (this geographical area covers two time zones Central and Mountain), excluding federal holidays or any additional National holiday that is declared by the President of the United States. Contractor will make deliveries and pick-ups from the Fargo VA Medical Center (hospital) after normal hours of operations, for security reasons contractor personnel (employees, agents, and/or sub-contractors), shall enter the building through the main entrance on the North side of the Medical Center (hospital). If the main door is locked, use the access phone next to the entrance (sliding door). Contractor personnel (employees, agents, and/or sub-contractors) shall limit their movement within the Fargo VA Medical Center (hospital) to designated areas, (currently all pick-up and delivery points are located on the first floor of the hospital).

5. Totes are approximately 16” H x 27” L x 19” W, they may vary in size; Some of the packages/boxes may be of odd dimensions, for example, those containing crutches, canes, laboratory supplies and paper supplies. Totes may contain office and medical supplies, laboratory supplies, Point of Care reagents and controls, interoffice mail, medical records- X-rays, medications/prescriptions, ect. (medical supplies may consist of syringes, gauze, FOBT cards, gloves, gowns and drapes, and needles and/or specimen Q-tips).

5. Laboratory Specimen containers for delivery/ pick up are approximately 18” x16 “Lx 16” W, they may vary in Size; Laboratory specimen containers will be locked. The contractor shall deliver/pick-up empty container(s) for each location and deliver/pick up a fully packed container(s) for the return trip. Laboratory specimens, i.e. body fluids, will be properly packaged by the VA personnel for transportation and will be placed in the locked container.

6. Intermediately there may be a requirement for larger/heavy (items in excess of 50lbs); the assigned Contracting Officer Technical Representative (COTR) will provide the contractor with advance 24-hour notice to determine if special handling is required.

7. Some containers/packages may require special handling and will be marked “Fragile” or “This Side Up.”

8. Contractor shall return all “RED BIO-HARZARD” bins to the Emergency Departments Soiled Utility Room, these bins are considered bio-hazards, and will be handled accordingly.

9. Environmental Controls:

A. The contractor will be responsible to maintain a temperature controlled environment between 59 to 86 degrees Fahrenheit (F) or two (2) to eight (8) degrees Celsius (C) with the use of adequate refrigerant packs (to be supplied by the government) for all deliveries of laboratory specimens from community based outpatient clinic (CBOC) to the Fargo VA Medical Center (Hospital).

B. Sterile supplies and instruments delivered to the CBOC from the Fargo VA Medical Center shall be transported in a temperature and humidity controlled environment between 65 to 72 degrees Fahrenheit or 18 to 22 degrees Celsius with a relative humidity level between 65 to 72.

C. Contractor employees, agents, and/or sub-contractor’s drivers shall not leave vehicles in extreme heat or cold while the specimens, sterile, supplies, pharmaceuticals and films are being transported. Failure by the contractor’s employees, agents, and or sub-contractors to ensure established environmental controls are maintain, that results in damage or deterioration of laboratory specimens, the contractor will be responsible.

10. Should specimens and/or transported items be lost or broken, the contractor will be required to submit a preliminary summary incident report (should be suitable for upper management: elements include the basic description of the incident, how the service was impacted by the incident, whether service was not impacted, degraded, or interrupted, and the date and time and duration of the incident) to the Contracting Officer Technical Representative (COTR) within 24-hours. The contractor shall provide a written incident report explaining the details of the incident (specifically, what caused the incident (who, what, where, when, and how) within 72 hours of the incident.

11. Call-back requirement: The contractor shall within 30-minutes after receipt of notification from the Contracting Officer Technical Representative (COTR), re-perform the services of this contract when it is determined that unsatisfactory performance has been received, at no additional charge to the government.

12. Drivers:

a. Contractor’s drivers (employee, agent, and/or sub-contractor), must maintain a valid driver’s license for the type of vehicle operated as required by the State of Minnesota and/or North Dakota. Additionally, the contractor (offeror) shall maintain and provide upon request by the Contracting Officer or the Contracting Officer Technical Representative (COTR) evidence of his/her reliability, ability, and experience by furnishing a list of personnel who will perform under this contract, showing the length and type of experience of drivers and others performing courier services under this contract.

b. Contractor personnel (employee, agent, and/or sub-contractor), while performing the services of this contract, shall conduct themselves in a professional business-like manner.

c. Smoking is permitted only in designated areas when contractor personnel (employees, agents, and/or sub-contractors) are on Fargo VA Health Care System facilities.

d. The vendor shall instruct contracted personnel (employee, agent, and/or sub-contractor) that smoking is not permitted while transporting items for the Department of Veterans Affairs (this includes in contractor vehicles).

e. Contractor’s drivers (employee, agent, and/or sub-contractor), shall observe and abide by all signage, speed limits, pedestrian right-of-way’s, emergency vehicle right-of-way’s, and designated roadways to collection sites.

f. Contractor shall supply his/her employees (agent and/or sub-contractor) uniforms that will be worn always while performing the services of this contract and while contractor employees, agents and/or sub-contractors are on government property and in government buildings. These uniforms shall contain the employee’s name and the contractor’s insignia on a badge or emblazoned upon the shirt. Uniform may consist of a designated color shirt and designated color slacks. Consistency is necessary for identification purposes when the contractor or contractor’s employee(s) are on site at Fargo VA Health Care System facilities.

g. The contractor’s drivers, (employee, agents, and/or sub-contractors), shall be required to maintain a record log of courier pick-ups and deliveries, indicating time and date of pick-ups, number of containers/totes and/or loose items.

h. Contractors Drivers (employee, agents, and or sub-contractors) are required to notify the assigned Contracting Officer Technical Representative (COTR) during normal Fargo VA Health Care System business hours or if after normal business hours contractors drivers will notify the Fargo VA Medical Center (hospital) Laboratory staff of any unusual events that impeded him/her in making delivery as required by the contract at 1 800 410 9723 for laboratory extension 9-3984, (the appropriate extension will be provided by the assigned COTR after contract award).

i. Under NO circumstances shall any person other than the driver or another employee, agent, and/or sub-contractor of the contractor ride in the vehicle or handle items being transported.

j. Contractor shall provider and maintain training for its employees in appropriate safety and packaging procedures suitable to specimen type and distances transported. This should include issues such as adherence to regulation for transport of biohazards, use of rigid containers where appropriate, temperature control, notification procedures in case of accident or spills, etc. Upon request by the Contracting Officer Technical Representative (COTR), the contractor shall provide documentation certifying that the training has been provided to contractor employees, agents and/or sub-contractors. Reference 49 CFR 173.199 Diagnostic Specimens and used Health Care Products and 172.700, subpart H, Training and International Air Transportation Association (IATA) section 1.5.02.

13. Vehicles:

a. Contractor vehicles and storage areas used in the performance of this contract must be licensed and meet the minimum requirements as mandated by the State of Minnesota and/or North Dakota.

b. Each vehicle used in the performance of this contract shall be adequately stocked with at least one current/up-to-date complete “Spill Kit” for a bio-hazard clean-up in case of leakage or accidental discharge from container.

c. Contractor shall provide comprehensive automobile liability insurance required by the state of Minnesota and/or North Dakota. The contractor (offeror) shall provide certified proof of automobile liability insurance for all vehicles used by the contractor (offeror) in the performance of this contract, this will be provided to the contracting officer, no later than, 10-days after the award date and upon request of the COR/CO.

d. Contractor vehicle(s) must be maintained in a sanitary clean condition, absent of foreign debris and contaminants.

e. All vehicles must be in excellent working condition with all doors and trunks able to fully close and lock.

f. The following types of vehicles are prohibited from use:

i. Bicycles

ii. Motorcycles

iii. Vehicles without a secure cargo area, such as convertibles

iv. Pickup trucks without fully enclosed and lockable bed cover, unless cargo is secured in the driver’s compartment.

14. Inclement weather: Contractor shall develop a contingence plan to address the inclement weather conditions; this plan should address Community Based Outpatient Clinics, Fargo VA Medical Center (hospital) laboratory staff. The vendor is responsible for contacting the Contracting Officer Technical Representative (COTR) by notifying early enough to provide the appropriate staff time to notify veteran patients that laboratory services need to be rescheduled due to the inclement weather conditions. The latest acceptable time is 10:00 AM for the vendor to notify the COTR of any delay.

15. Contractor shall be responsible for supplying, completing, and submitting all reports required and/or requested by any federal, state, or local government agency, as required by laws, ordinances, and/or regulations, that pertain to the supplies and services provided under this contract. All correspondence relative to this contract (i.e. invoice, inquiry, etc.) shall contain the contract number, facility name, and description of services performed.

16. Contractor (Offeror) shall develop contingency plan to ensure un-interrupted daily scheduled courier services for the Fargo VA Health Care System. This plan shall be reviewed annually or as determined by the COTR, contractor, contracting officer or other designated VA staff.

17. The COTR will provide the contractor and/or contractors with copies of any reference document and/or materials within 15-business days upon receipt of the written request unless stated differently within this contract.

18. The Fargo VA Health Care System reserves the right to exclude contractor staff members from providing services under this contract based on breaches of conduct, including conduct that jeopardizes patient care or interferes with the regular and ordinary operation of the facility. Breaches of conduct include intoxication or debilitation resulting from drug use, theft, patient abuse, dereliction or negligence in performing directed tasks, or other conduct resulting in formal complaints by Veterans or other staff members to designated government representatives. The contractor and contracting officer’s technical representative shall deal with issues raised concerning contractor personnel conduct. The contracting officer shall be the final arbiter on questions of acceptability and in validating complaints.

PRICE SCHEDULE

Quantities in the price schedule are estimated. There is anticipated to be a minimum purchase of $1,000, with a maximum ceiling purchase of $6,900,000.00.

SUPPLY/SERVICES DESCRIPTION AND PRICE/COST SCHEDULE:

SERVICE DESCRIPTION

c.

ESTIMATED QUANITY

d.

UNIT

e.

UNIT PRICE

f.

AMOUNT

SERVICE DESCRIPTION

c.

ESTIMATED QUANITY

d.

UNIT

e.

UNIT PRICE

f.

AMOUNT

SERVICE DESCRIPTION

c.

ESTIMATED QUANITY

d.

UNIT

e.

UNIT PRICE

f.

AMOUNT

SERVICE DESCRIPTION

c.

ESTIMATED QUANITY

d.

UNIT

e.

UNIT PRICE

f.

AMOUNT

SERVICE DESCRIPTION

c.

ESTIMATED QUANITY

d.

UNIT

e.

UNIT PRICE

f.

AMOUNT

END OF SUPPLIES/SERVICES AND PRICE (COST) SCHEDULE SECTION

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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) C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (NOV 2017)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(3) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b)…