36C78618Q0105-001.docx

36C78618Q0105

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 X

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:

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:

HENRY C. DUKES 540-658-7222

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

9318-000041 36C78618Q0105 01-16-2018 02-02-2018

2:00PM EDT

Department of Veterans Affairs National Cemetery Administration Contracting Service (43C1) 75 Barrett Heights Road, Suite 309 Stafford VA 22556 X X Y 221310 $27.5 Million Net 30 N/A Sarasota National Cemetery 9810 State Road 72 Sarasota FL 34235 Department of Veterans Affairs National Cemetery Administration Contracting Service (43C1) 75 Barrett Heights Road, Suite 309 Stafford VA 22556 Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page Contractor shall monitor the drinking water from the wells for Bacteria, nitrate, chlorine & PH at Sarasota National Cemetery All proposals must be submitted through the Department of Veterans Affairs – Electronic Management System (eCMS) Vendor Portal website in order to be considered for award.

https://www.vendorportal.ecms.va.gov . Please go to https://www.vendorportal.ecms.va.gov to register. Submission of proposals through email will not be accepted.

DUNS

NO:_

TAX ID

NO:_

EMAIL:_

See CONTINUATION Page X X

HENRY C. DUKES

CONTRACTING OFFICER

)SECTION A

36C78618Q0105

A.1 S 449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

Table of Contents SECTION A - STANDARD FORM (SF) 1449 ………………………………………………………..1 A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS……….1

SECTION B - CONTINUATION OF SF 1449 BLOCKS……………………………………………5

B.1 CONTRACT ADMINISTRATION AND NOTICE TO PROSPECTIVE OFFERORS…..5 B.2 SCHEDULE………………………………………………………………………………...8 B.3 STATEMENT OF WORK………………………………………………………………

SECTION C - CONTRACT CLAUSES……………………………………………………………

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

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)..……………….33

C.3 52.237-1 SITE VISIT (APR 1984).………………………………………………………..33

C.4 52.216-18 ORDERING (OCT 1995)………………………………………………………33

C.5 52.216-19 ORDER LIMITATIONS (OCT 1995)…..……………………………………..34

C.6 52.216-21 REQUIREMENTS (OCT 1995)...……………………………………………...35

C.7 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)...…………………………….36

C.8 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.9 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997)36

C.10 52.232-18 AVAILABILITY OF FUNDS…..………………………………………………38 C.11 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)..38 C.12 VAAR 816.5 INDEFINITE DELIVERIES CONTRACTS………………………………39 C.13 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)...………………….…39 C.14 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE……………………………………………………..39 C.15 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)..………………..40 C.16 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (NOV 2017)......................41 C.17 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS..………56 C.18 52.233-1 DISPUTES (MAY 2014)..……..…………………………………………………57 C.19 52.243-1 CHANGES-FIXED PRICE (AUG 1987).………………….………………….…59 C.20 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE (APR 1984).…………...59 SECTION D – CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS.………………..62 D.1 PAST PERFORMANCE QUESTIONNAIRE..…………………………………………….63 D.2 WAGE DETERMINATIONS.……………………………………………………………...66

SECTION E - SOLICITATION PROVISIONS.……………………………………………………...76

E.1 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JAN 2017).……76

E.2 52.216-1 TYPE OF CONTRACT (APR 1984).…………………………………………...80

E.3 52.217-5 EVALUATION OF OPTIONS (JUL 1990).…………………………………….81

E.4 52.233-2 SERVICE OF PROTEST (SEP 2006)..………………………………………….81

E.5 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION (JAN 2008)……………………………………………………………………………………

E.6 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (JAN 1998)…………….…83

E.7 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN 2008).83

E.8 52.212-2 EVALUATION – COMMERCIAL ITEMS……………………………………..83 E.9 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-- COMMERCIAL ITEMS (NOV 2017)…………………………………………………………………………

SPECIAL NOTE: If Contractors encounter problems uploading proposals into Vendor Portal (then and only then will E-mail proposals be acceptable). During these situations send proposals to: henry.dukes@va.gov

Questions pertaining to this solicitation must be sent by e-mail to: henry.dukes@va.gov NLT COB Friday, 26 January 2018.

Telephone inquiries will not be accepted.

Questions received after 26 January 2018 will be considered too late and will not be answered.

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

POC's Name/Title Email Address Telephone Number

b. GOVERNMENT: Henry C. Dukes Department of Veterans Affairs National Cemetery Administration Contracting Service (43C1) 75 Barrett Heights Road, Suite 309 Stafford, VA 22556

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 monthly arrears after Government's acceptance of items:

a. Monthly in arrears after the Government's acceptance of items/services

4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be mailed to the following address:

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

AMENDMENT NO DATE

ADDITIONAL INFORMATION:

This solicitation adheres to the format defined in FAR 12 and will be conducted using the procedures of FAR 12/Acquisition of Commercial Items in conjunction with the FAR 15.

The Government intends to award a fixed price contract for Water Plant Treatment Operation service in accordance with all terms, conditions, provisions, specifications, and schedules of this solicitation herein, pending the availability of funds. All quantities are estimates only. The Government is not obligated to any specified quantity, but shall be obligated to provide payments for all services requested in accordance with this solicitation.

The Government reserves the right to request performance and payment bonding as a condition for contract award.

REQUIREMENTS CONTRACT: This solicitation is for a firm fixed-price requirements contract. Offeror’s attention is directed to FAR Clause 52.216-21 “Requirements”, which is part of this contract.

NON-PERSONAL SERVICES CONTRACT: The services provided in the contract will involve non-personal services. The personnel rendering the services of the contract are not subject, either by contract terms or by the manner of its administration, to the supervision and control usually prevailing in relationships between the Government and its employees.

MISSING PAGES: It is the responsibility of the offeror to examine this solicitation to verify that he or she has received all pages. In addition, in compiling this package, some pages may have been duplicated. If the offeror feels that pages are missing or duplicated, the offeror is encouraged to contact the Contracting Officer at the telephone number shown in block 7B, Standard From 1449, Solicitation/Contract/Order for Commercial Items.

SITE VISITS: Offerors are encouraged and expected to visit and inspect the site where services are to be performed, prior to submitting their proposal. FAR Provision 52.237-1 “Site Visit” is part of this solicitation.

POST AWARD CONFERENCE: Prior to commencement of work, contract awardee is required to make an appointment for a conference with the Contracting Officer’s Representative (COR) and/or Contracting Officer to assure that all parties understand all contractual obligations and to coordinate technical issues related to the start-up of work.

NOTICE TO PROSPECTIVE OFFERORS

Note: Vendors must be certified in VETBIZ in order to be awarded the contract at time of award. Awardees must be registered in the System for Award Management website at http://www.sam.gov and registered in www.vip.vetbiz.gov/ If you are not verified as a Service Disabled Veteran Owned Small Business you may submit your application at VetBiz.gov All proposals must be submitted through the Department of Veterans Affairs vendor portal website in order to be considered for award. Please go to VA eCMS Vendor Portal to register. https://www.vendorportal.ecms.va.gov. For assistance contact the VAAS helpdesk at 1-877-634-3739, or via email at VA.Acquisition.Systems@va.gov.

Special Note: If Contractors encounter problems trying to upload their proposal into Vendor Portal. You have permission to e-mail or mail your proposal/quote to the following address: henry.dukes@va.gov or National Cemetery Administration Contracting Service 75 Barrett Heights, Suite 309 Stafford, VA 22556 Attention: Henry Dukes

PRE-BID SITE VISIT: Pre-bid Site Visit Inspection is highly recommended, please contact the Contracting Officer’s Representative (COR): Mr. Charles Bingham at (941) 922-7200 Ext. 407 or by E-mail:Charles.Bingham@va.gov to schedule visit. There will be Two (2) scheduled Site Visits: Wednesday, 24 January at 10:00 AM EST and Thursday, 25 January at 10:00 AM EST. Please meet Mr. Bingham at the Maintenance Building in time to sign in. All questions during the Site Visit must be E-mailed to henry.dukes@va.gov NLT COB Friday, 26 January 2018.

B.2 THE SCHEDULE OF SUPPLIES/SERVICES

Contractor shall monitor the drinking water from the wells located at the Sarasota National Cemetery for bacteria, nitrate levels, chlorine and PH. located at Sarasota National Cemetery, 9810 State Road 72, Sarasota, FL 34235.

The term of the contract shall be from Date of Award through September 30, 2018 with four (4) renewal options if exercised.

BASE PERIOD: DATE OF AWARD, 2018 THROUGH SEPTEMBER 30, 2018

Monthly Water Plant Operations to include: {Frequency of: Two (2) visits per week, Quarterly samples}. All visits logged in logbook. Test results sent to Sarasota Health Department.

1.0

YR

Yearly Water Plant Operations Replacement filters

1.0

YR

TOTAL COST FOR BASE PERIOD: $ _____________________

OPTION YEAR ONE: OCTOBER 1, 2018 THROUGH SEPTEMBER 30, 2019

Monthly Water Plant Operations to include: {Frequency of: Two (2) visits per week, Quarterly samples}. All visits logged in logbook. Test results sent to Sarasota Health Department.

1.0

YR

Yearly Water Plant Operations Replacement filters

1.0

YR

TOTAL COST FOR OPTION YEAR ONE: $ ________________

OPTION YEAR TWO: OCTOBER 1, 2019 THROUGH SEPTEMBER 30, 2020

Monthly Water Plant Operations to include: {Frequency of: Two (2) visits per week, Quarterly samples}. All visits logged in logbook. Test results sent to Sarasota Health Department.

1.0

YR

Yearly Water Plant Operations Replacement filters

1.0

YR

TOTAL COST FOR OPTION YEAR TWO: $ _______________

OPTION YEAR THREE: October 1, 2020 THROUGH SEPTEMBER 30, 2021

Monthly Water Plant Operations to include: {Frequency of: Two (2) visits per week, Quarterly samples}. All visits logged in logbook. Test results sent to Sarasota Health Department.

1.0

YR

Yearly Water Plant Operations Replacement filters

1.0

YR

TOTAL COST FOR OPTION YEAR THREE: $ _____________

OPTION YEAR FOUR: October 1, 2021 THROUGH SEPTEMBER 30, 2022

Monthly Water Plant Operations to include: {Frequency of: Two (2) visits per week, Quarterly samples}. All visits logged in logbook. Test results sent to Sarasota Health Department.

1.0

YR

Yearly Water Plant Operations Replacement filters

1.0

YR

TOTAL COST FOR OPTION YEAR FOUR: $ _____________

BASE YEAR: $____________________

OPTION YEAR 1: $____________________

OPTION YEAR 2: $____________________

OPTION YEAR 3: $____________________

OPTION YEAR 4: $_____________________

TOTAL CONTRACT AGGREGATE PRICE: $_________________

(Base Period Plus All Option Periods)

B.3 DESCRIPTION/SPECIFICATION/ STATEMENT OF WORK

DRINKING WATER MONITORING PROJECT

FOR

SARASOTA NATIONAL CEMETERY

SARASOTA, FLORIDA 34235

The Sarasota National Cemetery has issued a Drinking Water Monitoring Project for procurement as a result of the mandate from the Sarasota County Health Department.

This project will monitor the drinking water from the wells located at the Sarasota National Cemetery, specifically for bacteria, nitrate levels, chlorine, PH.

The Contractor shall provide all labor, materials support, labor, and transportation necessary to provide services listed at the Sarasota National Cemetery, located at: 9810 State Road 72, Sarasota, FL 34235.

The Government will award this solicitation as a Firm Fixed Price Service Contract in accordance with the criteria contained in 52.212-2.

Contract award will consist of One (1) Base Year and Four (4) - One (1) Year Option(s); a Total of Five (5) Years.

The Contractor shall be responsible for the following mandated work by Sarasota County Health Department:

1. Monitoring the drinking water from wells located at the Sarasota National Cemetery for bacteria, nitrate levels, chlorine, PH (Test results sent to Sarasota Health Department).

1. Includes visits twice a week, quarterly reports with samples (All visits logged in logbook)

1. Yearly replacement filters.

The Evaluation Criteria for this award will be: Lowest Price Technically Acceptable (LPTA):

Please include the following information with your proposal/quote: 1) Past Performance, 2) Technical Qualifications, and 3) Price.

This Acquisition is 100% Service Disabled Veteran Owned Small Business Set-Aside. The NAICS Code is 221310. Size standard is $27.5 Million. Electronic solicitations will be available for download from Federal Business Opportunities http://www.FedBizOpps.gov on or around Monday, 15 January 2018. Responses to the solicitation are due by Friday 2:00 PM EST, 2 February 2018.

Offeror’s are advised that they are responsible for obtaining amendments to the solicitation which will be available at FedBizOpps.gov. No telephone requests will be accepted. Any questions should be sent via email and addressed to: Henry Dukes, Contracting Officer in writing at henry.dukes@va.gov.

SITE VISIT: Offerors or quoters shall inspect all sites where services shall be performed and to satisfy themselves regarding all general and local conditions that shall affect the cost of contract performance. In no event, shall failure to inspect one or all sites constitute grounds for a claim after contract award. If you plan to conduct a site visit/inspection of the Sarasota National Cemetery, you shall contact the following individual to make arrangements:

Mr. Charles Bingham, Contracting Officer Representative (COR); Phone: (941) 922-7200 Ext. 407 or by E-mail: Charles.Bingham@va.gov PRE-BID SITE VISIT: Pre-bid Site Visit Inspection is highly recommended, please contact the Contracting Officer’s Representative (COR): Mr. Charles Bingham at (941) 922-7200 Ext. 407 or by E-mail:Charles.Bingham@va.gov to schedule visit. There will be Two (2) scheduled Site Visits: Wednesday, 24 January at 10:00 AM EST and Thursday, 25 January at 10:00 AM EST. Please meet Mr. Bingham at the Maintenance Building in time to sign in. All questions during the Site Visit must be E-mailed to henry.dukes@va.gov NLT COB Friday, 26 January 2018.

Directions to the Maintenance Building are as follows:

· Take the 2nd Entrance,

· Make Right Turn

· Make 1st Left Turn, to the Maintenance Building ***Please arrive at the Maintenance Building 15 minutes early, in order to sign in and to receive your sheet to write any questions you may have. All questions during the Site Visit must be written and submitted by e-mail to the Contracting Officer (Henry Dukes at henry.dukes@va.gov. All questions generated from both Site Visits will be answered and posted on Federal Business Opportunities.gov (FBO.gov) in the form of an Amendment, on or around Monday, 29 January 2018.

In no event, shall failure to inspect one or all sites constitute grounds for a claim after contract award.

Offerors or quoters shall inspect all sites where services shall be performed and to satisfy themselves regarding all general and local conditions that shall affect the cost of contract performance.

***Again, any questions generated during or after the site visit must be submitted in writing and emailed to the Contracting Officer by COB Friday, 26 January 2018. Any questions received after that date will be considered too late and will not be answered.

Offer Due Date for this solicitation are due NLT Friday 2:00 PM EST, 2 February 2018.

POST AWARD CONFERENCE: Prior to commencement of work, contract awardee shall make an appointment for conference with the COR and/or Contracting Officer to assure that all parties understand all contractual obligations and the role that each party serves.

DESCRIPTION / SPECIFICATIONS / STATEMENT OF WORK:

Contractor shall provide all labor, materials and transportation necessary to provide services listed below at the Sarasota National Cemetery, 9810 State Road 72, Sarasota, Florida 34235.

B1. GENERAL REQUIREMENTS

Contractor shall provide labor to provide the following services per the Cemetery Director or Designee.

(a) Mandated by Sarasota County Health Department. Contractor shall monitor the drinking water from the wells located at the Sarasota National Cemetery for bacteria, nitrate levels, chlorine and PH. The contract includes visits twice a week, quarterly reports with samples and yearly replacement filters for reverse osmosis filtering system. All visits recorded in log book.

DELIVERY

(a) Cemetery Access: Deliveries will be permitted through entry from State Road 72, Maintenance Entrance. Delivery dates, times and delivery storage locations will be coordinated with the Cemetery Director or his/her designee. The main cemetery entrance shall not be used for delivery access.

SCHEDULING

(a) All work shall be performed between the hours of 8:00 a.m. and 4:30 p.m. local time, Monday through Friday, excluding Federal Holidays. Work performed during non-duty hours, weekends and holidays, will be at the discretion of the COR.

(End of Statement of Work)

CEMETERY LOCATION:

SARASOTA NATIONAL CEMETERY

9810 STATE ROAD 72

SARASOTA, FLORIDA 34235

GENERAL INFORMATON

Standards of Conduct:

The National Cemetery Administration honors veterans with a final resting place and lasting memorials that commemorate their service to our Nation. National Cemeteries are national shrines. The standards of work, appearance, and procedures performed by the contractor at the cemetery shall reflect this nations concern for those interred there. Due to the sensitive mission of the cemetery, contractor personnel shall exercise and exhibit absolute decorum, composure, and stability at all times.

End of Section

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 at 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 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 of the FAR;

(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 FAR 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 Use 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) Alternate I (Jan 2017) When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.] (5)

(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor’s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(e) Definitions.

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means—

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(i) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation…