36C78620Q0009-000.docx

FedBizOpps Combined Synopsis/Solicitation Notice

CLASSIFICATION CODE

SUBJECT

CONTRACTING OFFICE'S

ZIP-CODE

SOLICITATION NUMBER

RESPONSE DATE

(MM-DD-YYYY)

ARCHIVE

DAYS AFTER THE RESPONSE DATE

RECOVERY ACT FUNDS

SET-ASIDE

NAICS CODE

CONTRACTING OFFICE

ADDRESS

POINT OF CONTACT

(POC Information Automatically Filled from User Profile Unless Entered)

DESCRIPTION

See Attachment

AGENCY'S URL

URL DESCRIPTION

AGENCY CONTACT'S EMAIL

ADDRESS

EMAIL DESCRIPTION

ADDRESS

POSTAL CODE

COUNTRY

ADDITIONAL INFORMATION

GENERAL INFORMATION

PLACE OF PERFORMANCE

* = Required Field FedBizOpps Combined Synopsis/Solicitation Notice Rev. March 2010 FY 20 New - MPS Pacific District - Tahoma Natl Cemetery - Off-site Blank/Inscription Program 22172 36C78620Q0009 09-03-2019 N 327991 Department of Veterans Affairs National Cemetery Administration Contracting Services 18434 Joplin Road Triangle VA 22172 Marcia Hall Marcia.Hall@VA.GOV Tahoma National Cemetery 18600 Southeast 240 Street Kent, WA 98042-4868

USA

www.va.gov Department of Veterans Affairs Marcia.Hall@VA.GOV Work COMBINED SYNOPSIS/SOLICITATION FOR OFF-SITE INSCRIPTION SERVICES AT TAHOMA NATIONAL CEMETERY

THIS IS A COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL SERVICES AND PREPARED IN ACCORDANCE WITH THE FORMAT IN FAR SUBPART 12.6 STREAMLINED PROCEDURES FOR EVALUATION AND SOLICITATION FOR COMMERCIAL ITEMS-AS SUPPLEMENTED WITH ADDITIONAL INFORMATION INCLUDED IN THIS NOTICE. THIS ANNOUNCEMENT CONSTITUTES THE ONLY SOLICITATION; QUOTES ARE BEING REQUESTED AND A SEPARATE SOLICITATION DOCUMENT WILL NOT BE ISSUED. THE SOLICITATION IS BEING ISSUED USING SIMPLIFIED ACQUISITION PROCEDURES. SOLICITATION 36C78619Q0419 IS BEING ISSUED AS A REQUEST FOR QUOTE (RFQ). THIS NOTICE AND THE INCORPORATED PROVISIONS AND CLAUSES ARE THOSE IN EFFECT THROUGH THE FEDERAL ACQUISITION REGULATIONS (FAR). ALL RESPONSIBLE SOURCES MAY SUBMIT A QUOTE. FAR clauses and provisions enclosed within this RFQ are those in effect through Federal Acquisition Circular (FAC) 2019-02_2 and are available in full text through Internet access at http://www.acquisition.gov/far.

SOLICITATION NOTICE OF TIERED EVALUATIONS

This procurement is set-aside based on an order of priority as established in 38 U.S.C. 8127.

TIERED EVALUATIONS INCLUDING SMALL BUSINESS CONCERNS: This solicitation is being issued as a tiered evaluation for SDVOSB concerns, or in the alternative, a tiered evaluation for VOSB concerns, or in the alternative, a set-aside for other small business concerns with HUBZone small business concerns and 8(a) participants having priority. If award cannot be made, the solicitation will be cancelled and the requirement resolicited.

Any vendor claiming SDVOSB or VOSB status must be registered as such at https://www.vip.vetbiz.va.gov/ before the solicitation closes. Any offer rendered, of which SDVOSB or VOSB status is claimed which are not registered, will be considered non-responsive and will not be accepted.

North American Industry Classification System (NAICS) code is 327991 and the size standard is 500 Employees. Any firm that does not meet the capability and size standard under this NAICS code should not submit a response. Prospective awardees MUST be registered with the System for Award Management (SAM)at http://www.sam.gov and VETBIZ at https://www.vip.vetbiz.va.gov/ , PRIOR TO AWARD and through final payment, and must complete the Online Representations and Certifications Application (ORCA) at http://www.sam.gov prior to award and through final payment. CONTRACT WILL NOT BE AWARDED UNTIL SAM REGISTRATION HAS BEEN COMPLETED.

*NOTE* SDVOSBs must be verified for ownership and control and listed in the Vendor Information Pages at https://www.vip.vetbiz.gov when offers are submitted and at the time of award. (See Clause 852.219-10 VA Notice of Total Service Disabled Veteran-Owned Small Business Set-Aside.) Offers received from concerns that are not Service Disabled Veteran-Owned Small Business (SDVOSB) concerns shall not be considered and will not be evaluated.

This combined synopsis/solicitation for commercial items is in accordance with Federal Acquisition Regulation (FAR) Part 12, Acquisition of Commercial Items and FAR Part 13, Simplified Acquisition Procedures. Therefore, all quotations received prior to the RFQ close date will be considered by the Contracting Office. A single award will be made based on Best Value with Tradeoffs.

The U.S. Department of Veterans Affairs, National Cemetery Administration, anticipates the award of a Firm Fixed Priced Contract.

The purpose of this contract is to provide blank flat granite markers and inscription services for:

Tahoma National Cemetery 18600 Southeast 240 Street Kent, WA 98042-4868 POC: Thomas L. Yokes, Director Jennifer Dehorty, Asst. Director

DELIVERY IS FOB DESTINATION.

The contractor shall have (10) business days, excluding federal holidays, as counted from the date following the day an order is sent to the contractor until the monuments are produced and made available to the cemetery for receiving inspection and acceptance

The contract will be for a Base Period and Four (4), One (1) Year Options

PLEASE SEE THE ATTACHED SOLICITATION 36C78620Q0009

3. The following Provisions and Clauses apply to this procurement:

52.212-1, Instructions to Offerors -- Commercial, applies to this acquisition.

QUESTIONS ARE DUE ON AUGUST 27, 2019 BY 12:00 PM EST.

QUOTES ARE DUE ON SEPTEMBER 3, 2019 BY 12:00PM EST.

ALL INFORMATION REQUESTED FOR SUBMISSION OF QUOTES SHALL BE SUBMITTED IN ITS ENTIREITY. FAILURE TO SUBMIT ALL INFORMATION REQUESTED UNDER INSTRUCTION TO OFFEROR SHALL BE DEEMED AS NON-CONFORMING AND WILL NOT BE UNDER FURTHER CONSIDERATION.

IT IS THE CONTRACTOR’S RESPONSIBILITY FOR ENSURING PROPER SUBMISSION OF THEIR PROPOSALS IN THE VENDOR PORTAL. PROCEDURES FOR UPDATING ALREADY SUBMITTED PROPOSALS ARE PROVIDED IN THE VENDOR PORTAL GUIDE.

Please go the VA eCMS Vendor Portal website at https://www.vendorportal.ecms.va.gov to register. Once on the webpage, proceed to the Vendor Portal Login section located on the far-left side of the webpage and click on ‘Request a user account’ to register. In the event an Offeror is unable to submit their Proposals through the Vendor Portal domain, prior to the deadline for submission of Proposals, contact the VAAS helpdesk at 1-877-634-3739, or via email at VA.Acquisition.Systems@va.gov. Proposals transmission/successful uploads must be completed by the deadline for submission of Proposals.

Offerors unable to submit their Proposals through VA eCMS Vendor Portal, may submit their Proposals via email, PROVIDED THE VA eCMS Vendor Portal registration requirements have been fulfilled AND Offerors have contacted the VAAS helpdesk for assistance in their Proposals submission. A copy of the email correspondence with the VAAS helpdesk shall be forwarded to the Contract Specialist, Marcia Hall, at Marcia.Hall@va.gov as proof of email correspondence. If a request for assistance with the VAAS helpdesk proves unsuccessful in an Offeror’s ability to submit a Proposals prior to the closing date, via the Vendor Portal, the Offeror shall submit to the Contracting Officer correspondence that contains the date, time, and name of helpdesk representative the Offeror contacted to include the reasons why the Offeror could not submit a Proposals via the Portal. The offeror shall receive approval from the contracting officer prior to submitting Proposals via email. This document shall be submitted with the Offeror’s Proposals.

In the event an Offeror has not requested submission assistance from the VAAS help desk prior to the closing date, nor has submitted correspondence that identifies reasons why the Offeror could not submit their Proposals via Vendor Portal, the Offeror will be considered non-responsive and the Proposals, if late, will not be accepted.

Proposal shall include the information listed below. Proposals that fail to furnish the required information, or reject the terms and conditions of the RFP may be excluded from further consideration. The following factors will be considered when evaluating the Proposals: Past Performance, Technical and Price. The Offeror’s proposal shall consist of four (4) volumes. The Volumes are I –Past Performance & Technical, Volume- Sub-Factor 1: Small Business Participation Plan, Sub-Factor 2: Limitations on Sub-Contracting -Monitoring and Compliance, Volume III – Price, and Volume IV - Certifications & Representations.

2. RFP FILES. Offerors’ quotations shall be submitted in accordance with the following instructions:

a. Format. The submission shall be clearly indexed and logically assembled. Each volume shall be clearly identified and shall begin at the top of a page. All pages of each volume shall be appropriately numbered and identified by the complete company name, date and solicitation number in the header and/or footer. All files will be submitted as either a Microsoft Excel (.XLS) file or an Acrobat (PDF) file or compatible as indicated in the table. Page size shall be no greater than 8 1/2" x 11" with printing on one side, only. The top, bottom, left and right margins shall be a minimum of one inch (1”) each. Font size shall be no smaller than 12-point. Arial or Times New Roman fonts are recommended. Characters shall be set at no less than normal spacing and 100% scale. Tables and illustrations may use a reduced font size not less than 8-point and may be landscape. Line spacing shall be set at no less than single space. Each paragraph shall be separated by at least one blank line. Page numbers, company logos, and headers and footers may be within the page margins ONLY, and are not bound by the 12-point font requirement. Footnotes to text shall not be used. All proprietary information shall be clearly and properly marked. Pages in violation of these instructions, either by exceeding the margin, font or spacing restrictions will not be evaluated.

A Table of Contents and/or a glossary of abbreviations or acronyms will not be included in the page count of the technical Volume. However, be advised that all information contained within any Table of Contents and/or glossary of abbreviations or acronyms submitted with an Offeror’s proposal will not be evaluated by the Government.

Offerors shall propose a detailed approach that addresses the following:

Submittal by Potential Vendors Potential offerors shall submit at contractor expense one flat granite sample (12” x 18” x 3/4”), one flat granite sample (12” x 24” x ¾”) and one marble niche inscription sample (15 ¾” x 11 ¼” x ¾”) representative of the light grey granite to be used in the production of monuments under the contract. The granite samples must conform to government specifications and must be submitted for approval. Mark each sample on the back with permanent marker to show: contractor’s name and solicitation number, physical & email address and cemetery name. Any sample which arrives damaged will not be accepted. MPS will refuse delivery of any full-size headstone or marker at the address listed below. Potential bidders will be responsible for any transportation charges for the return of the refused delivery

The samples must be manufactured, inscribed, and packaged to prevent any damage during shipment.

Samples must be accompanied by a statement identifying the brand name and grit rating for the pad or stone used to produce the final finish. The following inscription shall be used for these samples’ submission. (Refer to section 5.1 for drawings for lines, spacing and dimensions):

Inscription for W1 samples:

Emblem # 33 (Presbyterian Church (USA))

JOSÉ

RAFAEL

QUIÑÓNEZ

2ND LT

US AIR FORCE

AFGHANISTAN

SEP 14 1967

AUG 31 2015

BSM PH & OLC

BELOVED HUSBAND

AND DAD

Inscription for L1 samples:

JOSÉ RAFAEL QUIÑÓNEZ

2ND LT US AIR FORCE

AFGHANISTAN

SEP 14 1967 AUG 31 2015

BSM W/ V PH & OLC

BELOVED HUSBAND & DAD

Inscription for I1 sample:

QUIŃOZĒS

JOSÉ RAFAEL

2ND LT USAF

1937 2015

BSM PH POW

BELOVED HUSBAND

AND DAD

Failure to meet any of the requirements shall result in the rejection of the sample.

The sample shall establish the acceptable product for all inscriptions under this contract and shall be the basis for comparison of all inscription services provided under this contract.

Samples must be received by Memorial Programs Service (MPS) prior to closing date. If one or more of the samples are disapproved by MPS, you shall receive notification by MPS (Program Support Unit) and have until the closing date of the solicitation to resubmit another sample.

NO samples shall be accepted after closing date.

Once submitted, samples become the property of the Department of Veterans Affairs and shall not be returned. Submit sample and test results to the following address:

Department of Veterans Affairs Memorial Products Service Program Support Unit, Rm. 600 1575 Eye Street, NW Washington, DC 20005

Full size copies of drawings are available upon request at no additional charge to potential vendors. The request should be e-mailed to the NCA Memorial Programs Service (MPS) Program Support Unit at MPSProgSupport@va.gov and shall include the contractor’s name, mailing address, phone number, e-mail address, and the name / drawing number of the drawing(s). If hard copies of the drawings are desired, e-mail the request to MPS with sufficient time for the drawings to be mailed. MPS recommends vendors use full size drawings for determining work requirements. An extension to the solicitation’s closing date shall not be granted for failure to request the technical drawings with sufficient lead time.

VOLUME I- PAST PERFORMANCE EVALUATION APPROACH, TECHNICAL EVALUATION APPROACH:

Offerors shall propose a detailed approach that addresses the following:

1. PAST PERFORMANCE EVALUATION APPROACH.

Offeror shall provide no more than three, recent (within the last 5 years), and relevant Past Performance Questionnaires (Attachment C). Past Performance should be relevant in size, scope, and complexity. Offerors are required to demonstrate within the last five (5) years, successful performance under contracts (ongoing or completed) which are similar in scope, magnitude, and complexity to the subject requirement. Contact information provided with referrals shall be reachable by telephone or email. If a referral cannot be reached, offeror will not be evaluated favorably or unfavorably on past performance.

The Questionnaires (with top portion completed) shall be submitted in Volume I for (Past Performance). Past performance will be evaluated for quality, timeliness (i.e. recent), problem resolution, business relations, customer service and relevance (i.e. experience in providing services similar in size, scope, and complexity as described in the SOW).

2. TECHNICAL EVALUATION APPROACH.

a) Offeror shall submit at contractor expense:

One (1) Flat granite sample (12” x 18” x 3/4”) (Acceptable/Unacceptable) One (1) Flat granite sample (12” x 24” x ¾”) (Acceptable/Unacceptable) One (1) Marble niche inscription sample (15 ¾” x 11 ¼” x ¾”) (Acceptable/Unacceptable)

b) Staffing Plan of key personnel and list of responsibilities to include pictures of key personnel

c) Qualifications: Personnel Experience:

The following key personnel’s resume must be included in the quotation:

Quoters shall propose a detailed approach that addresses the following:

Quoters shall provide a written document on meeting the requirements including any innovative processes and/or procedures. The written and detailed statement should address all the questions listed below:

1. How long have you been in business?

a. How many of those years in performing this type of business?

b. Can you provide references of work performed of this type?

2. Have you done this type of work for the Federal Government previously?

a. Will you be able to produce the stone type and quantity requirements of the statement of work?

b. Do you have the capability to provide the full quantity by the date indicated? If not, what provisions can you make to fulfill the requirements?

c. Provide a production schedule with your quote.

d. Submitting samples of stone for quality, color, finish as specified in the drawings.

3. Are you able to meet the contractual demands of the contract as it pertains to quality, safety, conduct and production?

a. How will you ensure limited damage during transporting?

b. Providing replacements of broken or otherwise unusable product?

4. Will you be the primary contractor processing the headstone/marker orders?

a. Where will the order processing and manufacturing be located?

5. Will you be using a sub-contractor processing the headstone/marker orders?

a. Where will the order processing and manufacturing be located?

VOLUME II-SUB-FACTOR 1- SMALL BUSINESS PATICIPATION PLAN

The Small Business Participation Plan does not have a page limitation; however the Contractor’s Proposals shall provide the detailed information below:

All contractors must complete and submit the Small Business Participation Plan. Contractors must provide a Small Business Participation Plan proposing their goals for this solicitation to include Small Business Participation. This plan shall include an overall goal which shall be accomplished through collective small business participation from any type of small business or sub-category small business. A small business can achieve the goals through its own performance/participation as a prime without having to subcontract. The current Veterans Affairs agency goals/target percentages are below:

FY 19 VA subcontracting goals

The work performed directly by a small business prime contractor will be evaluated as Small Business Participation. A small business is NOT required to subcontract out any portion of the work. This factor gives the small businesses the opportunity to indicate that they will meet small business participation through self-performance, or, in addition to any subcontracting to small businesses. This Small Business Participation Plan is required to be submitted for evaluation of this factor.

The Contractor shall submit a detailed and complete statement for the Small Business Participation Plan. The statement that details that all contractors at a minimum are required to submit a Small Business Participation Plan individually addressing the following areas: (EACH AREA SHALL BE ADDRESSED IN A DETAILED WRITTEN STATEMENT)

(1) The extent to which Small Business firms are specifically identified in quotes;

(2) The extent of commitment to Small Business firms (enforceable commitments, such as established relationships, will be weighted more heavily than non-enforceable ones);

(3) The complexity and variety of the work small firms are to perform;

(4) The extent of utilization of Small Business firms on prior contracts;

(5) The evaluation will be based on the total contract dollar value, the contractors propose in terms of small business participation.

(6) The extent of participation of Small Business concerns in terms of the value of the total acquisition and the extent of which the contractor provides detailed explanations and supporting documentation of the proposed participation percentages, or lack thereof, for this acquisition. Contractors proposed goals are to be filled-in as provided below:

(a) Prime Contractor type of business (check all that apply):

( ) Large ( ) Small (also check type of small business) ( ) Small Non-Disadvantaged Business ( ) Small Disadvantaged Business* ( ) Woman-Owned Small Business ** ( ) HUB Zone Small Business ( ) Veteran Owned Small Business ( ) Service Disabled, Veteran Owned Small Business

(b) Total Contract Value (for five year period): $______________

(c) Dollar Value of your participation as a prime contractor: $____________

(d) Dollar value and percentage of the total contract value of subcontractors planned for:

Business Category Dollar Value Percentage of Total Contract Value Large Small Disadvantaged Business* Total Small Business Woman Owned Small Business Hub Zone Small Business Veteran Owned Small Business Service-Disabled Veteran Owned Small Business *Note: Historically Black Colleges and Universities/Minority Institutions (HCBU/Mis) are considered as disadvantaged and should not be broken out separately.

Each percentage above shall be accompanied by detailed supporting documentation in the Small Business Participation Plan regarding individual commitments.

The sum of the dollar values and percentages of Small Non-Disadvantaged and Small Disadvantaged should equal the entries for the Total Small. However, the sum of all the percentages need not equal 100% since the prime is not included and individual subcontractors may be counted towards more than one category.

(e) List the principal supplies/services (be specific) to be subcontracted to:

(FILL IN EACH SECTION AND BLOCK THAT IS PROVIDED INCLUDING PERCENTAGES)

Large

Small Disadvantage Business

Total Small Business

Woman Owned Small Business

Hub Zone Small Business

Veteran Owned Small Business

Service-Disabled Veteran Owned Small Business

VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

SUB-FACTOR 2-VAAR CLAUSE 852.219-74 LIMITATIONS ON SUB-CONTRACTING-MONITORING AND COMPLIANCE.

Quoter shall provide a statement self-certifying their compliance to comply with VAAR Clause 852.219-74 Limitations on Subcontracting – Monitoring and Compliance (JUL 2018). The contractor shall affirm their commitment to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

VOLUME III – PRICE EVALUATION APPROACH

The Price Quote does not have a page limitation; however, Contractor’s Quotes shall provide detailed information that provides a list of the applicable pricing.

The contractor’s price quote must be separated from the technical submittal. The contractor shall propose firm fixed price. The Quotes that fail to furnish the required information, or reject the terms and conditions of the RFQ may be excluded from further consideration.

VOLUME IV - OFFER AND AWARD

DOCUMENTS AND CERTIFICATIONS/REPRESENTATIONS

Certifications and Representations - An Acrobat PDF file shall be created to capture the signatures for submission. This Volume shall contain the following:

Acknowledgement of Amendments, Contract Administration if any.

Any proposed exceptions to solicitation terms and conditions Offerors are hereby advised that any Offeror-imposed terms and conditions which deviate from the Government’s material terms and conditions established, may render the Offeror’s proposal Unacceptable, and thus ineligible for award.

PRICE SCHEDULE

The term of the contract shall be from October 1, 2019 through September 30, 2020 with four, one your, option periods that maybe exercised at the discretion of the Government.

Base Period: October 1, 2019 - September 30, 2020

Option Period One: October 1, 2020 - September 30, 2021

Option Period Two: October 1, 2021 - September 30, 2022

Option Period Three: October 1, 2022 - September 30, 2023

Option Period Four: October 1, 2023 - September 30, 2024

CONTRACT CLAUSES

A.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)

A.2 52.216-18 ORDERING (OCT 1995)

(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 DATE OF CONTRACT AWARD through SEPTEMBER 30, 2024.

(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) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

A.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 $1,000, 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 50%;

(2) Any order for a combination of items in excess of 50%; or

(3) A series of orders from the same ordering office within 30 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 7 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)

A.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 September 30, 2024 (if all options are exercised).

(End of Clause)

A.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

A.6 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 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days 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 5 years 6 months (if an extension is granted).

(End of Clause)

A.7 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during…