36C26321Q0209.docx

36C26321Q0209

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C26321Q0209 12-14-2020 Melanie Stockman,melanie.stockman@va.gov 320-255-6309 12-17-2020

12:00PM

CST

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

Melanie Stockman, Contracting Officer 4801 Veterans Drive St. Cloud

MN

56303 X 325413 1250 Employees N/A X US Department of Veterans Affairs Minneapolis VA Healthcare System Twin Ports Outpatient Clinic See schedule/specifications for specific delivery locations

Same as Issued by/Block 9

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin

TX

78714 1-877-489-6135 512-460-5540 See CONTINUATION Page Urinalysis CPT/reagent rental for the Minneapolis & Twin Ports VA locations/laboratories FOB: Destination Delivery orders will be issued 'on demand' Base Period: 01/01/2021 - 12/31/2021 Option Year One (1): 01/02/2022 - 12/31/2022 Option Year Two (2): 01/01/2023 - 12/31/2023 Option Year Three (3): 01/01/2024 - 12/31/2024 Option Year Four (4): 01/01/2025 - 12/31/2025 Vendors must submit a 100% digital copy of their submssion.

This can be done via email: melanie.stockman@va.gov ***NOTE: Page number count does not include Appendix C and Appendix D See CONTINUATION Page Will be cited on each delivery order X X one Melanie Stockman Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

RFQ No. 36C26321Q0209

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C263 Melanie Stockman Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

Melanie Stockman, Contracting Officer 4801 Veterans Drive St. Cloud MN 56303

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 Service Center PO Box 149971

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

SPECIFICATIONS”

Cost per test Urinalysis Testing for Minneapolis & Twin Ports

1.1 Basic Requirement:

1.1.1 The Minneapolis Veteran Affairs Healthcare System, 1 Veterans Drive, Minneapolis, Minnesota, 55417, here in after referred to as the MVAHCS, and the Twin Ports outpatient Clinic, herein after referred to as TPCO, are in need of a “Cost-Per-Test” or “Reagent Rental” contract for a walk-away, fully automated Urinalysis testing for the Minneapolis and Twin Ports laboratories. They will both need a primary and a backup instrument. The need of the agreement is to be for one year (12 months) plus an additional four, twelve-month long, option year periods to be exercised at the discretion of the government.

1.1.2 The contractor shall propose the suggested/recommended equipment/ reagents that meet the requirements of the facility. The contractor may offer different instruments to each site to meet each sites individual needs. The Primary and back up method offered to MVAHCS must be identical and easily switched back and forth.

1.2 Required Features:

1. 2.1The instrument shall be approved by the Food and Drug Administration (FDA) for the use in urinalysis testing.

1.2.2The instrument shall have macroscopic and microscopic testing capabilities.

1.2.2.1 Instrument shall include hardware and software to perform microscopic testing visually electronically through a monitor rather than with a manual microscope.

1.2.2.2Macroscopic chemical analysis of urine is to include but not limit to: Color, Clarity, specific Gravity, PH, presence/absence of leukocytes, nitrates, total protein, glucose, ketone, ascorbic acid, blood, and bilirubin.

1.2.2.3 Microscopic analysis of the urine shall be able to detect at least: RBC/HPF, URINE WBC/HPF, WBC CLUMPS, BACTERIA, YEAST, SQUAMOUS EPITHELIAL, TRANSITIONAL EPITH. CELLS, RENAL EPITHELIAL CELLS, HYALINE CASTS, EPITHELIAL CASTS, WBC (White Blood Cell) CASTS, RBC (Red Blood Cell) CASTS, GRANULAR CASTS, FATTY CASTS, TRI PHOSPHATE CRYSTALS, CA++ OXALATE CRYSTALS, CA++ PHOSPHATE CRYSTAL, CA++ CARBONATE CRYSTAL, URIC ACID CRYSTALS, WAXY CASTS

1.2.2.4 The instrument shall be walk away-fully automated.

1.2.2.5 The instrument shall have a barcode scanner that scans MVAHCS and TPCO labels. Both sites utilize the standard 128 code.

1.2.2.6 Equipment must accept, at a minimum, 10 characters in specimen identifier that is alphanumeric.

1.2.2.7 The instrument shall contain software with evaluation rules that can be adjusted by MVAHCS and TPCO per clinical director instructions for specimen review at each site.

1.2.2.8 Contractor shall collaborate with each lab to write/develop protocols to establish customer configurable rules to enhance workflow management and productivity at no additional cost to the government.

1.2.2.9 Contractor shall assist customer with optimizing operation and utilization of the data management system to fully integrate desired testing instrumentation enhancing productivity and management of workflow at no additional cost to the government.

1.2.2.10 The primary and back up instruments instrument shall have auto-validation capabilities.

1.2.2.11 Contractor must offer a back-up testing instrument for the event the primary instrument is non-operational.

1.2.2.11.1 Back up testing instrument for MVAHCS must be fully automated.

1.2.2.12 The instrumentation shall have monitors/screens that clearly display information in all light conditions.

1.2.2.13 Contractor shall supply printer(s) (one per instrument supplied) that has the capability of printing a patient report with patient demographic information that includes minimally the patient’s name and accession or unique identifier number (UID).

1.2.2.14 An uninterruptible power supply (UPS) with line conditioner for each instrument provided. (This includes UPS units for sites with automation lines, specimen management systems, data management systems, refrigerated storage, etc,). Each UPS must provide electrical power for a minimum of 15 minutes after electrical power fails and the system must allow for an automatic controlled shutdown to prevent damage to the instrument and data records.

1.2.2.15 Sufficient memory to store patient information and test records with downloading capability to an external medium for long term storage of patient records and other information.

1.2.2.16Ability to store and retransmit records (24 hours of maximal instrument throughput) in case of interface outage.

1.3. Equipment Rental:

1.3.1 The Reagent Rental or Cost-Per-Test price shall include at no additional cost: all equipment, installation, reagents, calibrators, controls, standards, disposables and consumable supplies (i.e. cups, probes, etc.), control products, linearity testing material, printers, interface (including software and hardware) to the VA Lab package in VistA system through Data Innovations, training of end users, system preventative maintenance (including parts, labor, travel), all shipping costs, and term of agreement to support the instrument for the term of the contract.

1.3.2Equipment may be provided under a Reagent Rental/Cost-Per-Test agreement or on an equipment rental basis. If equipment is provided under a Reagent Rental/Cost-Per-Test agreement, then all equipment costs shall be figured into the price of the reagents.

1.3.2.2Equipment Ownership: Contractor shall retain ownership of the equipment.

1.3.2.3Equipment replacement: In the event any parts of the instrument or supplied items is no longer functional it shall be the contractor to replace those in a timely manner.

1.3.3 Removal of Equipment: Upon termination or completion, the MVAHCS Bio Medical department will remove the hard drive and terminate it according to VA policies and procedures. The actual equipment will be the contractor’s responsibility to dismantle, decontaminate and remove the equipment from MVAHCS and TPCO premises. All costs for removal and return of equipment shall be borne by the contractor.

1.4. Site Preparation and Planning:

1.4.1The contractor will make recommendations regarding site preparation and planning. The Contractor will provide documentation and information characterizing the physical, electrical, technological, and environmental requirements of the equipment prior to installation.

1.4.2 A risk assessment will be completed before instrumentation can be placed on the MVAHCS and TPCO systems.

1.4.3 Remote access cannot be guaranteed to the contractor. Instrumentation shall be installed and able to be fully operational without remote access being granted to the contractor. No additional cost to the government shall incur if remote access is not granted, and instrument must be able to have full operational capabilities without the remote access.

1.5. Equipment Installation:

1.5.1 The Contractor shall bear the responsibility of delivering and installing all equipment to both sites at no additional cost to the government. The installation of all equipment will be coordinated with the both Laboratory Services. Installation will proceed at a mutually agreed time after confirmation has been given that all equipment has been delivered and the site is ready for installation.

1.6. Validation Studies:

1.6.1 The vendor shall assist with the performance of all validation Studies: precision, method comparison with the current instrumentation, accuracy, linearity, calibration verification, reference interval verification, determination of sensitivity and specificity. The vendor shall perform all the statistical analysis and report data in an organized, clearly comprehensible format. These validation results shall be approved by MVAHCS clinical director. Vendor shall assist with reference ranges to include handling data with appropriate software to establish or validate reference intervals.

1.7 Operator Training:

1.7.1 The Contractor shall provide an instrument training program that is coordinated with and timely to the equipment installation, sufficient to the size and scope of the facility’s services for all laboratory staff to be fully efficient in operating all aspects associated with instrumentation, at no additional cost to the government.

1.7.1.1 Initial training shall include two operators per facility, and shall include training on the operation of the system, data manipulation/ advanced middleware rules writing, data analytics, report writing and customization, and instrument trouble shooting and repair.

1.7.1.2 Thereafter initial training, the Contractor shall provide training for minimally one operator per facility per year at the discretion of the Government for each model of instrumentation placed. Utilization of the training slots shall be mutually agreed upon between MVAHCS and the Contractor.

1.7.1.3 A training program that involves off-site travel shall include the cost of airfare, room and board for each participant.

1.8 Start-Up Reagents. The Contractor shall provide all reagents, calibrators, controls, consumable/disposable items, parts, accessories and any other item required to establish instruments for operation for performance of acceptance testing. This applies to all equipment as well as additional or replacement equipment placed under the terms and conditions of this contract. The Contractor shall perform/assist, to the satisfaction of the Government, all validation studies.

1.9. Equipment Maintenance: Contractor agrees to maintain the equipment in good working condition and will repair or replace any defects in the equipment during the contract period at no additional expense to the government. (Maintenance shall include all upgrades).

1.9.1 Service Calls: A technical assistance center must be available by hotline M-F 7am-9pm CST with a maximum call back response time of 1 hour with on-site service provided, not to exceed 24 hours following determination that site service is required.

1.9.2 Preventive maintenance: Contractor shall provide scheduled preventive maintenance service calls as required by manufacturer’s recommended PM schedule. This schedule shall be sent with response to solicitation.

1.9.3 Upgrades: The vendor must provide upgrades to instrument hardware and software in order to maintain the integrity of the system and state-of-the art technology at no additional charge to the government. This must be provided as they become commercially available and at the time as they are being provided to commercial customers. This requirement only applies to “system upgrades” that enhance the model of equipment being offered (i.e. new version of software, correction of hardware defect, upgrade offered to commercial customers at no additional charge, upgrade to replace model of equipment no longer vendor supported, etc.).

1.9.4. Down Time: During the time of the contract, should the repair record of laboratory equipment reflect a downtime of 4% during a 3-month period, a determination will be made by the designated representative of the government to replace the malfunctioning equipment with new equipment. Replacement of equipment will be the responsibility of the contractor.

1.9.5. Government’s Responsibility- The user will perform routine maintenance and cleaning as required in the manufacturer’s operation and maintenance instructions. The user shall maintain appropriate records to satisfy the requirements of this paragraph.

1.10 Schedule of Items:

1.10.1 The quantities listed are estimated yearly requirements. The MVAHCS and TPOC attempts to be as accurate as possible when providing estimated yearly quantities; however, actual quantities required may vary from quantities as listed. Government will supply the number of tests estimated per year, and contractor shall help decided the quantities of reagents and supplies required for each site based on those estimated quantities. Government sites only have enough on-site storage to hold a months’ worth of reagents and supplies at each site. All consumables and reagents will be requested on an “on demand, as needed” basis to replace reagents held in house. On demand orders will be placed via telephone or fax by authorized Laboratory personnel throughout the contract period.

1.10.1.1 MVAHCS:

1.10.1.2 TPCO:

1.11 Supplies:

1.11.1 Special handling for emergency orders of supplies: In the event that the supplies are found to be defective and unsuitable for use with the Contractor’s equipment, or the Contractor has failed to comply with the requirements for routine supply delivery, the Contractor is required to deliver the supplies within 24 hours of receipt of a verbal order for emergency delivery. If either circumstance has occurred, the Contractor shall deliver to the Government site in the most expeditious manner possible without additional cost to the Government.

1.11.2 If additional requests for emergency supply delivery are required by the Government, they shall be honored by the Contractor until the arrival at the laboratory of the regularly scheduled standing order/routine supplies delivery.

1.11.3The Contractor is required to provide a continuously stocked inventory of reagents, standards, controls, supplies, disposables and any other materials required to properly perform tests on the equipment such that equipment operations are not interrupted. These items shall be of the highest quality, sensitivity, specificity and tested to assure precision and accuracy.

1.11.4 Expiration date must be clearly marked on reagent, standards and control containers.

1.11.5 Unexpected changes in methodology/technology shall be at the expense of the Contractor.

1.11.6 The reagent and supply levels will be monitored by the MVAHCS and TPOC laboratory staff and ordered on-demand, as needed.

1.11.7 Contractor shall work with both laboratories to determine the best practice for quantities of reagents and consumables held on site. This will be determined by a combination of usage and current storage abilities in each site. This may change as space becomes more limited or more available at each site.

1.11.8 Alert/Notification of any delays in shipment as well as any or all technical advisory/recalls/alerts, prior to or simultaneously with field alerts, should be forwarded to the designated individuals determined at contract award and the contracting officer.

1.12 Delivery locations:

1.12.1 MVAHCS:

Minneapolis VA Health Care System One Veterans Drive Minneapolis, MN 55417 2309 USA

1.12.1 TPOC:

Twin Ports VA Clinic 3520 Tower Avenue Superior, WI 54880 USA

1.13. Upgrades - The Contractor shall provide upgrades to both the equipment hardware and software in order to maintain the integrity of the system and the state-of –the art technology, at no additional charge to the Government. These shall be provided as they become commercially available and at the same time as they are being provided to commercial customers. This requirement only applies to “system upgrades” that enhance the model of equipment being offered, i.e. new version of software, correction of hardware defect, upgrade offered to commercial customers at no additional charge,

1.13.1 upgrade to replace model of equipment no longer Contractor supported, etc. This does not refer to replacing the original piece of equipment provided under the contract; however, it does refer to significant changes in the hardware operational capability.

1.14. Characterization of waste – The Contractor shall provide documentation that it has characterized the hazardous nature of all wastes produced by all equipment, devices, reagents, and discharges in accordance with the requirements of the Code of Federal Regulations Title 40 “Protection of the Environment” Part 261 et seq. and applicable state and local requirements. 1.14.1Documentation shall include a description of the characteristics of the hazardous waste produced as a byproduct of the instrument operations, Safety Data Sheets (SDS) meeting the requirements of the Occupational Safety and Health Administration (OSHA) and Environmental Protection Agency (EPA), the analytical process used to determine the hazardous nature and characteristics of the waste, and the analytical test results.

1.14.2Testing of hazardous waste is to be done in accordance with testing protocol specified for each individual waste as described in the Code of Federal Regulations Title 40 to make a determination if the waste is a hazardous waste or otherwise regulated.

1.14.3 The determination and description shall address the following:

1.14.3.1 Waste toxicity (Reference 40 CFR §261.11 and 40 CFR §261.24)

1.14.3.2 Waste ignitability (Reference 40 CFR §261.21)

1.14.3.3 Waste corrosivity (Reference 40 CFR §261.22)

1.14.3.4 Waste reactivity (Reference 40 CFR §261.23)

1.14.3.5 Hazardous waste from non-specific sources (F-listed) (Reference 40 CFR §261.31)

1.14.3.6 Discarded commercial products (acutely toxic or P-listed and toxic or U-listed)

1.14.3.7 (Reference 40 CFR §261.33)

1.14.3.8 Solid Waste (Reference 40 CFR §261.2)

1.14.3.9 Exclusions (Reference 40 CFR §261.4)

1.14.4 Contractor shall provide a description of all wastes the process or equipment may discharge so that the facility can determine whether the discharge meets Local Publicly Owned Treatment Works (POTW), State and Federal discharge requirements.

1.14.4.2 At a minimum the characteristics of ignitability, corrosivity, reactivity and toxicity as defined in 40 CFR §261 must be determined and documented. Any mercury containing reagents must be identified in any concentrations. All test results shall be provided. All listed chemicals (F, U, K and P) found in 40 CFR §261 shall be provided in product information and their concentrations documented. For those materials with a positive hazardous waste determination, a mechanism for the laboratory to meet local discharge requirements (i.e. mercury, thimerosal and formaldehyde) must be developed and SDS sheets must be provided in advance for review.

14.4.3 At a minimum, documentation shall include, but not be limited to the concentration/measures of the elements and parameters listed below and must be included with vendor response: Barium (Total), Cadmium (Total), Chromium (Total), Copper (Total), Cyanide (Total), Lead (Total), Mercury (Total), Nickel (Total), Silver (Total), Zinc (Total), Arsenic (Total), Selenium (Total), Tin (Total), pH, Flash point (to higher than 200°F), BOD; biochemical oxygen demand.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Base Year: January 1, 2021 - December 31, 2021 MVAHCS CPRR estimated price for Macroscopic analysis.

Base Year: January 1, 2021 - December 31, 2021 TPOC CPRR estimated price for Macroscopic analysis.

Base Year: January 1, 2021 - December 31, 2021 MVAHCS CPRR estimated price for Microscopic analysis.

Base Year: January 1, 2021 - December 31, 2021 TPCO CPRR estimated price for Microscopic analysis.

Option Year No. One (1): January 1, 2022 - December 31, 2022

Option Year No. One (1): January 1, 2022 - December 31, 2022

Option Year No. One (1): January 1, 2022 - December 31, 2022

Option Year No. One (1): January 1, 2022 - December 31, 2022

Option Year No. Two (2): January 1, 2023 - December 31, 2023

Option Year No. Two (2): January 1, 2023 - December 31, 2023

Option Year No. Two (2): January 1, 2023 - December 31, 2023

Option Year No. Two (2): January 1, 2023 - December 31, 2023

Option Year No. Three (3): January 1, 2024 - December 31, 2024

Option Year No. Three (3): January 1, 2024 - December 31, 2024

Option Year No. Three (3): January 1, 2024 - December 31, 2024

Option Year No. Three (3): January 1, 2024 - December 31, 2024

Option Year No. Four (4): January 1, 2025 - December 31, 2025

Option Year No. Four (4): January 1, 2025 - December 31, 2025

Option Year No. Four (4): January 1, 2025 - December 31, 2025

Option Year No. Four (4): January 1, 2025 - December 31, 2025

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from IDC contract effective date through end of the IDC contract/options exercised.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $50.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $250,000.00;

(2) Any order for a combination of items in excess of $500,000.00; or

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the end of the contract period.

(End of Clause)

C.5 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 10 calendar days before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendar days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.6 52.219-14 LIMITATIONS ON SUBCONTRACTING (DEVIATION 2019-01)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. As used in this clause— “Similarly situated entity” means a first-tier subcontractor, including an independent contractor, that has the same small business program status as that which qualified the prime contractor for the award, and that is considered small for the NAICS code the prime contractor assigned to the subcontract the subcontractor will perform. An example of a similarly situated entity is a first-tier subcontractor that is a HUBZone small business concern for a HUBZone set-aside or sole source award under the HUBZone Program.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside or reserved any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15; and

(4) Orders set aside for any of the small business concerns identified in 19.000(a)(3) under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e)…