621I-R4_01_Solicitation_20211101.docx

01 - SOLICITATION DOCUMENT

THIS DOCUMENT CONTAINS CLAUSES,

PROVISIONS, AND INSTRUCTIONS PERTINENT

TO THIS SOLICITATION.

READ THIS DOCUMENT IN ITS ENTIRETY.

DO NOT RETURN THIS DOCUMENT

WITH YOUR OFFER.

01 – Solicitation Document

RFP-797-FSS-00-0115-R4

CP-20

SOLICITATION DOCUMENT

621 I: PROFESSIONAL AND ALLIED HEALTHCARE STAFFING SERVICES

Solicitation Number: RFP-797-FSS-00-0115-R4 Refreshed: 10/01/2021 Due Date: None (open and continuous) 552.238-70 Worldwide Federal Supply Schedules (May 2019, Tailored) For All Geographic Areas Standing Solicitation No. RFP-797-FSS-00-0115-R4 Federal Supply Schedule Contract for All Geographic Areas

STANDARD INDUSTRY GROUP: 7363

NAICS: 561320 – Temporary Help Services SERVICE: Temporary Medical Services SERVICE CODE: Q – Medical

TABLE OF CONTENTS

READ ME FIRST

Important Criteria to Consider:

ADDITIONAL COVER PAGES

PART I – TERMS AND CONDITIONS APPLICABLE TO GOODS AND SERVICES

See Continuation of SF 1449 Blocks 19-21, Schedule of Items Document 02

PART II – CONTRACT TERMS AND CONDITIONS________________________

52.212-4 Contract Terms and Conditions – Commercial Items (Oct 2018, Tailored) 1 Clauses for Addendum 52.212-4:

CONTINUATION OF PART II – CONTRACT TERMS AND CONDITIONS_________

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items (Sep 2021, Tailored) 38

PART III – VENDOR INSTRUCTIONS_________________________________

52.212-1 Instructions to Offerors -- Commercial Items (Sep 2021) 44 Provisions for Addendum 52.212-1:

Part IV – EVALUATION FACTORS FOR CONTRACT AWARD________________ 552.238-75 Evaluation—Commercial Items (Federal Supply Schedule) (May 2019) 55 Part V – OFFEROR REPRESENTATIONS & CERTIFICATION________________ 52.212-3 Offeror Representations and Certifications --Commercial Items (Feb 2021) 55

ADDENDUM: REGULATIONS INCORPORATED BY REFERENCE

INCORPORATED UNDER 52.212-4:

52.202-1 Definitions (Jun 2020) 69

INCORPORATED UNDER 52.212-5:

52.232-34 Payment by Electronic Funds Transfer - Other Than System for Award Management

INCORPORATED UNDER 552.212-71:

READ ME FIRST

DOING BUSINESS WITH VA

The Department of Veterans Affairs operates a nationwide system of hospitals, clinics, Veterans Integrated Service Networks (VISN), data processing centers, and National Cemeteries, all of which require a broad spectrum of goods and services. These goods and services are purchased on a national, regional, and local level – so no matter how large or small your business, VA is a potential customer. The VA Federal Supply Schedule (FSS) Program establishes long-term governmentwide contracts that allow VA and other government agencies to acquire a vast array of medical equipment and supplies directly from commercial suppliers.

IS A VA FSS CONTRACT RIGHT FOR YOU?

VA awards contracts to responsible companies offering commercial items at fair and reasonable prices. Contracting Officers determine whether prices are fair and reasonable by comparing the prices/discounts that a company offers the government with the prices/discounts offered to commercial customers. This practice is commonly known as “most favored customer” pricing. In order to make this comparison, VA requires offerors to furnish commercial invoices and disclose information regarding their commercial pricing/discounting practices.

DO YOU QUALIFY FOR A VA FSS CONTRACT?

To qualify for a VA FSS contract you should:

1. Have a minimum of two (2) years of corporate experience in providing services relative to this solicitation.

2. Be able to demonstrate that your firm is responsible.

3. Complete the GSA “Pathway to Success” education seminar. See further details in the “Training” paragraphs within this section.

4. Meet all the requirements of the solicitation.

5. Be able to fulfill all contract obligations outlined in the solicitation.

Contact the VA FSS Help Desk to discuss your firm’s eligibility!

IMPORTANT CRITERIA TO CONSIDER

Assess Your Competition It is recommended that you identify and assess your competition prior to submitting a proposal. This task can be completed by reviewing the Contract Catalog Search Tool, GSA eLibrary or GSA Advantage. These websites contain information regarding the supplies and services that current VA FSS contractors already offer. Your review of the competition should include competitor’s pricing and any other elements that make their offering distinct when compared to your own.

Best Value Determination Schedule buyers award task/delivery orders to FSS contractors based upon a “best value” determination. In FAR 2.101, best value is defined as the “expected outcome of an acquisition that, in the Government’s estimation, provides the greatest overall benefit in response to the requirement.”

Factors that may be considered when making a best value determination include but are not limited to:

· Price

· Special features of the service or supply required for effective performance

· Past performance records

· Quality of the proposed solutions and cost differences

· Expertise of the offeror

· Socioeconomic status Minimum Sales Criteria VA expects all FSS contractors to exceed $25,000 in sales within the first two years after contract award and $25,000 each succeeding year in order to retain your VA FSS contract. You should consider the difficulty you may have in meeting this performance requirement if your company is newly established or has low sales of the services you want to offer to the Government. If you decide to submit an offer under the VA FSS program, it is suggested that you draft a business plan covering how you intend to meet this performance requirement.

GETTING ON SCHEDULE

Once you’ve determined that a VA FSS contract is in your company’s best interest you will need to submit an offer for contract award. While not all firms are awarded VA FSS contracts, the VA FSS program is open to all responsible offerors. To be considered for contract award, you must demonstrate that your firm is responsible and is able to meet all Schedule program requirements, including price reasonableness. By following the best practices and understanding the review and award processes discussed in this document, vendors will be well equipped to submit a quality offer and negotiate to receive a Schedule contract.

Prior to submitting a proposal, interested companies should:

1. Read the entire Schedule solicitation thoroughly and respond to all requirements.

2. Make sure all offered line items fall within the scope of the Schedule solicitation.

3. Make sure the company is financially sound.

4. Be ready to negotiate the company’s best offer.

Other helpful hints:

(1) Obtain a Data Universal Numbering System (DUNS) Number, also known as the unique entity identifier.

(2) Register in the System for Acquisition Management (SAM) database. Vendors must be registered in SAM prior to the award of the Schedule contract (see FAR 52.212-4(t)). Contractors that complete electronic annual representations and certifications via the SAM website must update as necessary, but at least annually, to ensure they are kept current, accurate, and complete.

(3) Submit all required documents including proof of insurance.

BEST PRACTICES

Key Elements of a Successful Offer:

Ensuring these key elements are included in your proposal may expedite the review and award process:

· Scope – Are the supplies/services within the scope of the Schedule? See the Scope of Solicitation section in the Vendor Response Document 02.

· Past Performance – Does your firm meet its commitments and responsibilities?

· Financial Capability – Is your firm financially sound?

· Pricing – Is your proposed pricing competitive with current market conditions?

· Subcontracting Plan – Required if your firm is considered “other than a small business” and if the estimated value of the contract exceeds $750,000 (including all option periods).

· Other Regulatory Compliance – Is your firm debarred? Are all registration requirements complete? See the Contractor Responsibilities page for more information.

Your regional Procurement Technical Assistance Center (PTAC) offers a wide range of assistance (most free of charge) through one-on-one counseling, classes, seminars, and matchmaking events. Contact your local PTAC for help in

· Determining your firm’s suitability for contracting

· Proposal preparation

· Securing necessary registrations and socioeconomic registrations

· Researching procurement histories

· Networking

· Identifying bid opportunities

· Contract performance issues

· Preparing for audit

PROPOSAL REVIEW & AWARD PROCESS

Review & Award Process

The goal of this review process is to ensure the vendor is responsible, the Government is receiving a fair and reasonable price, and that any potential contract award is in the best interest of the Government.

Process Time In general, proposals under this solicitation will be reviewed and, if applicable, awarded within 240 days from the time they are assigned to a Contract Specialist. To further discuss the review process, please contact your assigned contract specialist or the FSS Help Desk. Well prepared offers with competitive pricing are easier to evaluate and, therefore, may expedite the award process. The offer process time can vary depending on:

· The timeliness of your responses to requests for clarification or additional information

· The quality and completeness of the proposal and subsequent clarification responses

· Complexity of the proposal, including number of line items offered

· Quality assurance reviews

TRAINING

Required Training New offerors without an existing GSA FSS or VA FSS contract must successfully complete GSA’s Pathway to Success at GSA’s Vendor Education Center and include a copy of the certificate with their proposal. Note that offerors with GSA FSS or VA FSS contracts that expired within 12 months prior to offer submission will not be required to retake this training. This seminar is designed to assist prospective Schedule contractors in making an informed business decision as to whether obtaining a GSA Schedule contract is in their best interests.

Please note that the individual whose name appears on the course completion certificate must be listed in Vendor Response Document 02 as both an officer of the company on the Signatory Authority Form and as an Authorized Negotiator under K-FSS-1 Authorized Negotiators. The course must be completed within one year of the date of proposal submission.

Recommended Training The VA FSS Training page announces upcoming webinars on topics covering the various aspects of the VA Schedules program. It also posts prior webinar presentations for download.

GSA offers numerous in-person and virtual training sessions that provide attendees with an in-depth understanding of acquisition vehicles and policies. Visit the GSA Interact Training page as well as GSA’s YouTube channel and Schedule podcast offerings! Additional training is offered by the GSA Vendor Support Center.

Additional Information While VA provides its Government customers with training in using VA schedules, including information on the benefits of the Schedules Program, VA does not promote the use of any company’s specific Schedule contract. Vendors should be aware that obtaining a VA Schedule contract is not a guarantee of sales. Vendors awarded a VA Schedule contract will need to market their supplies and services to Government customers as they would to commercial customers.

Please pay particular attention to all italicized, bolded, highlighted notes which provide clarifying information or limit applicability of the regulation or special language.

Contact Us Contact the FSS Help Desk for additional information on submitting a proposal or on the VA FSS review and award process!

ADDITIONAL COVER PAGES

ATTENTION!

Offerors are hereby advised to read the entire solicitation document and retain a copy for your records. Offerors will be held accountable and responsible for complying with all of the provisions and clauses located herein. As set forth under the solicitation checklist (see Vendor Response Document 02), offerors need only submit completed applicable sections and supporting documentation. However, all clauses and applicable special language, including those set forth in this Solicitation Document, will be incorporated into the contract award with full force and effect. We do not accept hard copy offers; all offers must be submitted electronically. Please consult our Electronic Acceptance of FSS Offers/Proposals web page for more information.

ELECTRONIC ACCEPTANCE OF OFFERS (MAR 2020)

Beginning on January 1, 2015, VA FSS ceased accepting paper offers and began the acceptance of electronic offers. Any paper offers will be returned without consideration. The following protocol must be followed to avoid the return of your offer.

· File Format

· Fill-in documents may be submitted as Word or pdf documents. However, documents requiring a wet signature must be submitted separately in a pdf format if the offeror chooses to submit the fill-in documents in Word.

· Excel files should be submitted in their original Excel format.

· eMail Address: All potential contractors are required to submit an FSS offer electronically to FSSOffersandExtensions@va.gov.

· eMail Subject Line: Identify in the subject line FSS-Offer-Schedule ID-Company Name.

· eMail Attachments: Unless otherwise directed, we do NOT accept hard copies of offers, CDs, or thumb drives. Additionally, we are unable to accept zip files which may require you to submit your offer package in multiple e-mails if the total size of the e-mail exceeds 10MB. It is essential that you identify the number of emails you are sending in the subject line to ensure that we receive your entire offer package.

EXAMPLE: FSS-Offer-Schedule ID-Company Name-1 of # (FSS-Offer-65IIC-ABC Medical-1 of 4)

· Documents Requiring Signature: Documents requiring signature include, but are not limited to, SF-1449, Signatory Authority, letters of supply, etc. Please note that the SF1449 signature date must be no earlier than 10 calendar days prior to submission of the proposal. Failure to comply with this date restriction will result in your proposal being returned to you without further consideration. Signatures requirements are outlined below.

Offeror/Contractor and the VA agree to be bound by digital signatures with the same force and effect as wet signatures. A digital signature—a type of electronic signature—is a mathematical algorithm routinely used to validate the authenticity and integrity of a document. Digital signatures create a virtual fingerprint that is unique to a person or entity and are used to identify users and protect information in digital documents. Digital signatures are significantly more secure than other forms of electronic signatures.

VA FSS will only accept digital signatures and will not accept other types of electronic signatures described herein. While digital signatures are a form of electronic signature, not all electronic signatures are digital signatures. Electronic signatures—also called e-signatures—are any sound, symbol, or process that shows the intent to sign something. This could be an image (e.g. JPEG, PNG, etc.) of your hand-written signature, a stamp, or a recorded verbal confirmation. An electronic signature could even be your typed name on the signature line of a document.

Digital signatures will be deemed original signatures. PLEASE NOTE, a scanned copy of a document with your wet signature, although not considered a digital signature, remains acceptable. Offeror agrees to store and maintain as auditable records all digitally signed electronic documents for no less than 3 years after final payment.

508 COMPLIANCE (MAR 2021)

Section 508 of the Rehabilitation Act of 1973, as amended in 1998, requires Federal agencies to make their electronic and information technology (EIT) accessible to people with disabilities. With the requirement to submit all VA FSS offers electronically, you must ensure that all of the documents (e.g. Microsoft word documents, pdf documents, Excel files, etc.) you submit as part of your proposal are 508 compliant. Guides, checklists, and training videos on 508 compliance for electronic documents is found on the Section508.gov website at https://www.section508.gov/content/build/create-accessible-documents. You can find further information on Section 508 standards at https://www.section508.gov/content/learn/standards.

CP-FSS-2 SIGNIFICANT CHANGES (OCT 1988)

The attention of the offeror is invited to the following changes made since the issuance of the last solicitation and its associated amendments for the services covered herein:

Removed:

52.246-4 Inspection of Services - Fixed Price (Aug 1996) 552.212-70 Preparation of Offer (Multiple Award Schedule) (Aug 1997, Tailored) 552.216-70 Economic Price Adjustment - FSS Multiple Award Schedule Contracts (Sep 1999, Alt I – Sep 1999) 552.219-71 Notice to Offerors of Subcontracting Plan Requirements (Oct 2016, Tailored) 552.219-72 Preparation, Submission, and Negotiation of Subcontracting Plans (Oct 2016, Tailored) 552.232-81 Payments by Non-Federal Ordering Activities (May 2003) 552.232-82 Contractor’s Remittance (Payment) Address (May2019) 852.237-70 Indemnification and Medical Liability Insurance (Oct 2019) A-FSS-12-C Period for Acceptance of Offers (Nov 1997) CI-FSS-056 Federal Acquisition Regulation (FAR) Part 51 Deviation Authority (Federal Supply Schedules) (Jan 2010) I-FSS-50 Performance Reporting Requirements (Feb 1995) I-FSS-60 Performance Incentives (Apr 2000) I-FSS-646 Blanket Purchase Agreements (May 2000) K-FSS-9 Section 8(a) Representation for the Multiple Award Schedule Program (Sep 2000) L-FSS-59 Award (Apr 1984) Statement of Work (Oct 2007) Technical Proposal (Sep 2009) Added:

52.237-7 Indemnification and Medical Liability Insurance (Jan 1997) 552.229-71 Federal Excise Tax – DC Government (Sep 1999) Continuation of SF1449 Commercial Sales Practices Format (Tailored, Notes - Aug 2021) Contractor Qualifications (Mar 2021) Financial Services Center (FSC) Mandatory Electronic Invoice Submission Program (Mar 2021) I-FSS-40 Contractor Team Arrangements (Dec 2019) I-FSS-972 Preparation of Offer (Multiple Award Schedule) (Aug 1997, Tailored) I-FSS-973 Payments by Non-Federal Ordering Activities (May 2003) Minimum Acceptable Order Proposal (Jul 2021) Past Performance References (Mar 2021) Proposed Pricing and Commercial Sales Practices Disclosures (Mar 2021) Read Me First Scope of Solicitation (Sep 2021) Utilization of Subcontractors (Mar 2021) Updated/Revised:

508 Compliance (Mar 2021) 52.212-1 Instructions to Offerors – Commercial Items (Sep 2021) 52.212-3 Offeror Representations and Certifications - Commercial Items (Feb 2021) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items (Sep 2021, Tailored) 52.215-20 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data (Oct 2010, Alternate IV - Oct 2010) 52.216-19 Order Limitations (Oct 1995) 52.216-22 Indefinite Quantity (Oct 1995) 52.216-32 Task-Order and Delivery-Order Ombudsman (Sep 2019, Alt I – Sep 2019) 52.217-9 Option to Extend the Term of the Contract (Mar 2000, Tailored – Sep 2021) 52.219-3 Notice of HUBZone Set-Aside or Sole Source Award (Sep 2021) 52.219-9 Small Business Subcontracting Plan (Sep 2021, Alternate II - Nov 2016) 52.219-14 Limitations on Subcontracting (Sep 2021) 52.219-16 Liquidated Damages—Subcontracting Plan (Sep 2021, Alter) 52.219-27 Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Sep 2021) 52.219-28 Post–Award Small Business Program Rerepresentation (Sep 2021) 52.219-29 Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Sep 2021) 52.219-30 Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible under the Women-Owned Small Business Program (Sep 2021) 52.222-50 Combating Trafficking in Persons (Oct 2020, Tailored – Feb 2020) 52.225-5 Trade Agreements (Oct 2019, Note) 52.225-13 Restrictions on Certain Foreign Purchases (Feb 2021) 52.237-3 Continuity of Services (Jan 1991) 552.238-70 Worldwide Federal Supply Schedules (May 2019, Tailored) 552.238-82 Modifications (Federal Supply Schedules) (Mar 2020, Alt I - Mar 2020, Tailored) 552.238-114 Use of Federal Supply Schedule Contracts by Non-Federal Entities (May 2019. Tailored – Sep 2021) Additional Charges/Discounts/Concessions Offered to the Government (Mar 2021) Agent Authorization (Mar 2021) Attention!

C-FSS-370 Contractor Tasks / Special Requirements (Nov 2003, Tailored) Compliance Confirmation (Mar 2021) CP-FSS-2 Significant Changes (Oct 1988) Estimated Sales (Jul 2021, former B-FSS-96) G-FSS-900-C Contact for Contract Administration (Dec 2019, Tailored) I-FSS-639 Contract Sales Criteria (Mar 2002, Tailored – Sep 2021) I-FSS-969 Economic Price Adjustment - FSS Multiple Award Schedule (Oct 2014) K-FSS-1 Authorized Negotiators (Mar 1998) Proposal Checklist (Mar 2021) SF1449 (Feb 2012, revised Mar 2021 for size standard) Signatory Authority Form (Apr 2020) Small Business Subcontracting Plan Template (Sep 2021) Wage Determinations FINANCIAL SERVICES CENTER (FSC) MANDATORY ELECTRONIC INVOICE SUBMISSION PROGRAM (MAR 2021) The Department of Veterans Affairs published a final rule in the Federal Register on November 27, 2012 (https://federalregister.gov/a/2012-28612), to require contractors to submit payment requests in electronic form in order to enhance customer service, departmental productivity, and adoption of innovative information technology, including the appropriate use of commercial best practices. The rule was effective December 27, 2012, and it will apply only to orders placed by VA ordering activities.

Benefits of e-Invoicing Electronic invoicing offers simple and secure solutions, complying with HIPAA, to eliminate the cost and time of processing paper invoices. The benefits of e-Invoicing include:

· Delivery of invoices directly into the FSC payment system and routed nationally for approval

· Elimination of mail processing time, postage, and invoice receipt inquires

· Elimination of data error and lost or misplaced invoices

· Verification of invoice receipt or rejection through automated notification reports

· No installation of hardware or software required VA’s Electronic Invoice Presentment and Payment System The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission, a free invoice submission process. The Tungsten system conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site is found at http://www.x12.org.

Vendor e-Invoice Set-Up Information While most VA Vendors already use Tungsten, new vendors can contact Tungsten at the phone number or email address below to begin submitting their electronic invoices to the VA Financial Services Center for payment processing, free of charge. If they have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov Additional Information: http://www.fsc.va.gov/FSC/FSC/Tungsten_Support_Videos_Ref_2014.pdf

INSTRUCTIONS FOR PRE-AWARD REVIEW PROCESS (AUG 2017)

All offers may be subject to a pre-award review at the discretion of the Contracting Officer (CO). A pre-award review will be requested from the Office of Contract Review (OCR) within the Department of Veterans Affairs’ Office of Inspector General for all offers with an estimated contract value (for a 10-year contract period) that exceeds $3,000,000 per year for a total of $30,000,000 for the base contract period plus the 5-year option period.

The purpose of performing a pre-award review is to assist the CO in making a determination as to the reasonableness of the offer. This is accomplished by reviewing the contractor’s proposal and additional documents to: (i) determine if the proposal and the supporting data are accurate, complete, and current; (ii) verify the contractor is offering the government most favored commercial customer (MFC) discounts; (iii) verify the validity of disclosed information relating to rebates, incentive programs, and other concessions: and, (iv) address other issues as deemed necessary by the CO or OCR. To help facilitate the process, the CO will notify the Offeror of those proposals forwarded to OCR for a pre-award review. OCR will contact the Offeror and issue a Request for Information for those reviews accepted by OCR. The Offeror is expected to provide the requested data and documents to OCR within 15 business days. Delays in receiving this information will delay the pre-award review process and could ultimately delay the negotiations and award of a contract under this solicitation.

Request for Electronic Data To respond to a pre-award review, you will be required to submit certain data, including sales transaction data. The sales transaction should include all products sold to all customers for the 6-month (minimum) period as determined by OCR. The transactions will include all transactions for FSS customers and non-FSS customers. This data must reconcile to your financial accounting records. The data should include all direct and indirect sales, if applicable. The direct and indirect sales can be provided in separate data tables. Although not required, it will expedite the process, if all data tables use the same record layout leaving fields that do not apply blank.

Please provide a record layout for the data describing field position, length, format (e.g. numeric, number of decimals, alpha, etc.) and a descriptive field name. We will need complete descriptions of all codes used in the data. Below is a sample record layout which describes the types of information needed in the electronic data. After reviewing this information, OCR suggests a discussion take place regarding the specifics of your data prior to extracting the data for the review.

Acceptable media/methods: CD-ROM, DVD, Internet Download; E-Mail (PGP Encryption available) Acceptable formats: ASCII Text (fixed width or delimited); Excel Sample Record Layout:

SCOPE OF SOLICITATION (SEP 2021)

See Scope of Solicitation (Sep 2021) in Document 02 - Vendor Response. Be sure to read thoroughly and understand this section as it sets forth the purpose, parameters, and limitations for services provided under this schedule.

CP - 140

PART I – TERMS AND CONDITIONS APPLICABLE TO GOODS AND SERVICES

CONTINUATION OF SF-1449 BLOCKS 19-21, SCHEDULE OF ITEMS

See Continuation of SF-1449 Blocks 19-21, Schedule of Items in Document 02 - Vendor Response.

PART II – CONTRACT TERMS AND CONDITIONS______________________

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (OCT 2018, TAILORED)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Ordering Activity reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Ordering Activity 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 Ordering Activity may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Ordering Activity 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. NOTE: Please refer to 52.232-23 Assignment of Claims and 552.232-23 Assignment of Claims located within this document.

(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. (Note: This clause is included in full text in this document using Alternate I, Dec 1991). 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 Ordering Activity 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 Ordering Activity 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 Ordering Activity 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 Ordering Activity upon:

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

(2) Delivery of the supplies to the Ordering Activity 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 Ordering Activity upon acceptance, regardless of when or where the Ordering Activity takes physical possession.

(o) Warranty. Tailored – See Addendum to 52.212-4.

(p) Limitation of liability. Tailored - See Addendum to 52.212-4

(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.