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Fire Protection and Suppression Testing, Inspection, & Maintenance Service

Part I. Solicitation

Performance Work Statement: Sacred Oaks Fire Protection Maintenance Service Contract Page 1

INDIAN HEALTH SERVICE

PERFORMANCE WORK STATEMENT

Fire Protection and Suppression Testing, Inspection, and Maintenance Services

FOR THE

Sacred Oaks Healing Center 33100 County Road 31

Davis, CA 95616

INDIAN HEALTH SERVICE

CALIFORNIA AREA OFFICE

U.S. Department of Health and Human Services Indian Health Service

650 Capitol Mall, Suite 7-100

Sacramento, CA 95814

Performance Work Statement: Sacred Oaks Fire Protection Maintenance Service Contract Page 2

1. Requirement. The Indian Health Service, California Area Office has requirement for a maintenance service contract is to test, maintain, repair, and inspect all listed fire protection, suppression systems, and associated devices at the Sacred Oaks Healing Center, Davis, California.

Contractor shall provide all labor, materials, and supplies necessary to ensure the Sacred Oaks Healing Center is in compliance with NFPA 101 Life Safety Code and Joint Commission accreditation requirements. The resultant contract shall be firm-fixed price in nature.

2. Background and Project Description. Indian Health Service, in consultation with the 104 federally-recognized tribes in California, has created the Sacred Oaks Healing Center in Davis, California. It is a residential treatment center for Native American youth with substance abuse and co-occurring disorders. The center provides comprehensive and holistic care, including:

a. Mental Health Assessment, Health Care Services, and Individualized Treatment Plans;

b. Structured Chemical Dependency Programs;

c. Individual, Group, and Family Therapy;

d. Academic Education;

e. Vocational and Life-Skills Training; as well as

f. Activities that Meet the Spiritual and Cultural Needs of Native American Youth.

The Sacred Oaks Healing Center (SOHC) is a 35,000 square foot facility located on approximately 12-acres in Davis, CA. The SOHC is a medical treatment facility for Native American/Alaskan Native youth (ages 12-17) with substance abuse disorders. This contract is needed to ensure fire alarm and sprinkler system are properly maintained and inspected for life safety of all buildings occupants.

3. Scope of Services. The Contractor shall provide all labor materials and supplies necessary to test, maintain, repair, and inspect all listed fire protection, suppression systems, and associated devices at the Sacred Oaks Healing Center, Davis, California. Contractor shall work with the Government to ensure the Sacred Oaks Healing Center meets all NFPA 101 Life Safety Code and Joint Commission accreditation requirements. Contractor shall include at a minimum but not

a. Materials such as valves, sprinklers, low-voltage cabling, relay contacts, fire caulking, and necessary commercially available.

b. Contractor staff will be comprised of well-trained, certified technicians performing inspection(s) and testing of fire protection, suppression system and associated devices.

c. Contractor shall perform inspection(s), testing and maintenance tasks in accordance with

NFPA 101 Life Safety Code and the Joint Commission accreditation requirements.

d. Contractor shall respond within no more than 4-hours of emergency notification.

Contracting Officer will provide a verbal authorization and follow-up in writing with an executed contract modification.

e. Contractor shall resolve any software and hardware issues associated with fire alarm system control panels and applicable programming.

Performance Work Statement: Sacred Oaks Fire Protection Maintenance Service Contract Page 3

f. Contractor shall work closely with 24/7 fire alarm telephone monitoring Contractor and ensure fire monitoring system is operational at all times.

g. Contractor shall verify and inventory all fire suppression systems, and associated devices at the beginning of each contract period. Contractor shall provide an updated inventory list to the Contracting Officer, Contracting Officer’s Representative, and Facility Manager at start of each contract period.

h. Contractor shall coordinate all inspections, tests, meetings, etc., with the Facility

Manager and Contracting Officer’s Representative well in advance of any event.

i. Contractor shall provide fire protection, suppression system and associated devices inspection and testing reports that meet The Joint Commission accreditation requirements specific to Residential Behavioral Health occupancy type.

j. Contractor shall provide 2-hours of hands-on training on use, operations, and maintenance of fire protection, suppression system and associated controls to facilities maintenance staff each calendar year.

k. Contractor shall ensure all repairs leave the existing structural and building features in the same or better condition than prior to the repair.

l. Contractor shall make every effort to keep work area clean before, during and after work activities.

m. Contractor shall make every effort to minimize disruptions to facilities patient care services before, during and after work. Contractor shall not move about unescorted and shall report all interactions with facility residents to the Facility Manager.

n. Contractor shall provide technical support, warranty information, and manuals on all installed parts, materials, and equipment.

o. Unscheduled Service Calls and Repairs. Contractor shall provide a quote for corrective actions needed to bring fire protection and suppression system and associated devices back into standard operations. After Government analysis, if approved the Contracting Officer will provide an executed modification for incorporation into the contract.

4. Quality Control & Assurance. Contractor shall perform all services in accordance with industry standards and the contract in its entirety.

a. Quality Control. The Contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this PWS. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractor’s quality control program is the means by which he assures himself that his work complies with the requirement of the contract.

b. Quality Assurance. The government shall evaluate the Contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government must do to ensure that the Contractor has performed in accordance with the performance standards.

Performance Work Statement: Sacred Oaks Fire Protection Maintenance Service Contract Page 4

It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

5. License(s) and Permit(s). The Contractor and Contractor agents and employees shall possess all licenses, registrations, and permits required by the Federal Government as well as the State of California for the duration of this contract. Such licenses and permits are to be presented upon demand.

6. Contractor Staff.

a. While on-site Contractor shall present a neat and clean appearance and behave in a professional manner. Contractor shall carry identification at all times and present upon request.

b. At no time shall Contractor staff move about at the Sacred Oaks Healing Center unescorted. Contractor staff shall not interact with youth residents. Any attempts shall immediately be reported to the Technical point-of-contact for this requirement, Mr.

Kenneth Sherburne, Facility Manager.

7. Period of Performance.

a. Contract Periods. This solicitation and subsequent contract will be solicited and awarded with a period of performance of one (1) Base Year and four (4) one-year option periods as follows:

i. Base Year 03/01/2023 to 02/28/2024

ii. Option Year 1 03/01/2024 to 02/28/2025

iii. Option Year 2 03/01/2025 to 02/28/2026

iv. Option Year 3 03/01/2026 to 02/28/2027

v. Option Year 4 03/01/2027 to 02/28/2028

b. Option Periods. Any and all options periods will be exercised at the sole discretion of the

Government. Consideration will include the Contractor’s performance for the previous contract period, funding, and a continued bona fide need for these services.

c. FAR 52.217-8 Option to Extend Services. 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 calendar days of the final option period. (End of Clause)

d. FAR 52.218-9 Option to Extend the Term of the Contract

i. The Government may extend the term of this contract by written notice to the Contractor within 30-calendar days of contract expiration provided that the Government gives the Contractor a preliminary written notice of its intent to

Performance Work Statement: Sacred Oaks Fire Protection Maintenance Service Contract Page 5 extend at least 60-calendar prior to contract expiration. The preliminary notice does not commit the Government to an extension.

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

iii. The total duration of this contract, including the exercise of any options under this clause, shall not exceed a base (tbd at time of award) and four (4) one-year option periods (365 calendar days each). (End of Clause)

e. Federally Recognized Holidays. Contractor will not be required to perform services on Federally recognized holidays.

f. Hours of Operation. The Contractor is responsible for conducting business, between the hours of 9:00 a.m. and 3:30 p.m. Monday thru Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings.

8. PostAward Conference / Progress Meetings.

a. Chief Executive or Company Owner agrees to attend, in person, with 2-business days’ notification by the Contracting Officer or Contracting Officer’s Representative to discuss performance and/or quality issues.

b. Chief Executive or Company Owner agrees to attend, in person, with 2-business days’ notification any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation Subpart 42.5.

The Contracting Officer, Contracting Officers Representative (COR), as appropriate, may meet periodically with the Contractor to review the Contractor's performance. At these meetings the contracting officer will apprise the Contractor of how the government views the Contractor's performance and the Contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the government.

9. Invoicing and Designated Billing Office

a. Contractor’s Invoice.

i. Name and Address of Contractor

ii. Invoice date and invoice number. Each invoice number shall be unique.

iii. Contract or Purchase Order number.

iv. Any discounts for prompt pay.

b. Invoice Processing Platform (IPP). The Department of Treasury’s IPP is a secure, web-based electronic invoicing system. Its use is mandatory for Indian Health Service and its Contractors. Indian Health Service cannot provide registration assistance - questions related to IPP can be addressed by the IPP Customer Support desk at 866.973.3131. See attachment for registration instructions as well as information on uploading invoices into

IPP.

Performance Work Statement: Sacred Oaks Fire Protection Maintenance Service Contract Page 6

c. Distribution of Invoices.

i. Contractor is required to upload invoices into the Department of Treasury’s Invoice Processing Platform – www.ipp.gov

ii. Contractor is required to email invoice and all supporting documentation to:

1. Contracting Officer’s Representative CDR Ali Ali at Ali.Ali@IHS.gov

2. Contracting Officer Rachel Rosas@IHS.gov;

3. Facility Manager Kenneth Sherburne at Kenneth.Sherburne@IHS.gov.

iii. Rejection of Invoices. Any invoice that does not conform to the above clauses and language will be considered incomplete and may be rejected and returned to the Contractor.

10. Points of Contact and Individual Authorities.

a. Contracting Officer. The only person with the appointed authority to legally enter into, administer, and or terminate contracts, and make related determinations and findings on behalf of the Government. The Contracting Officer for this requirement is Rachel Rosas.

i. Contracting Officer, Rachel Rosas 650 Capitol Mall, Suite 7-100, Sacramento, California 95831

(916) 930-3981 x318 (telephone), Rachel.Rosas@IHS.gov (email)

b. Contracting Officer’s Representative (COR). COR will be identified by separate letter.

The COR monitors all technical aspects of the contract and assists in contract administration The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract: perform inspections necessary in connection with contract performance: maintain written and oral communications with the Contractor concerning technical aspects of the contract: issue written interpretations of technical requirements, including Government drawings, designs, specifications: monitor Contractor's performance and notifies both the Contracting Officer and Contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

i. Contracting Officer’s Representative, Commander Ali Ali

650 Capitol Mall, Suite 7-100, Sacramento, California 95831 (916)930-3981 x203 (telephone), Ali.Ali@IHS.gov (email)

Performance Work Statement: Sacred Oaks Fire Protection Maintenance Service Contract Page 7

c. Technical Point of Contact. The technical point of contact will serve as your on-site coordinator.

i. Technical Point of Contact, Mr. Kenneth Sherburne

33100 County Road 31, Davis, California 95616 Email. Kenneth.Sherburne@IHS.gov

Deliverables:

1. Inspection and Testing Schedule. Each calendar year, no later than Jan. 3 of each contract period, Contractor shall provide an inspection and testing schedule. Copies shall be transmitted electronically to the Facility Manager, Contracting Officer’s Representative, and Contracting Officer.

2. Inspection, Testing and Maintenance Reports. All reports shall be provided to the Facility Manager, Contracting Officer’s Representative, and Contracting Officer at the end of each quarter. These quarterly reports shall meet applicable The Joint Commission accreditation requirements under Residential Behavioral Health occupancy type.

3. Unscheduled Service Calls and Repairs. Contractor shall provide a quote for corrective actions needed to bring fire protection, suppression system and associated devices back into standard operations. If quote is approved by Government Contracting Officer, then Contractor shall complete all needed work to bring fire protection, suppression system and its components back to operations and minimize impact to patient care services.

Attachments:

1. Testing Schedule

2. Site Map

3. Fire Alarm As-Built Drawings

4. Fire Production As-Built Drawings

Part II. Contract Clauses

Part II Contract Clauses. Commercial Items and Services

Incorporated by Reference

52.223-11. Ozone Depleting Substances and High Global Warming Potential Hydrofluorocarbons

52.223-12 Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners

52.233-15 Energy Efficiency in Energy-Consuming Products

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving.

52.223-20 Aerosols 52.223-21 Foams

52.203-16 – Preventing Personal Conflicts of Interest

(a) Definitions. As used in this clause— Acquisition function closely associated with inherently governmental functions means supporting or providing advice or recommendations with regard to the following activities of a Federal agency:

(1) Planning acquisitions.

(2) Determining what supplies or services are to be acquired by the Government, including developing statements of work.

(3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

(6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services).

(7) Terminating contracts.

(8) Determining whether contract costs are reasonable, allocable, and allowable.

Covered employee means an individual who performs an acquisition function closely associated with inherently governmental functions and is—

(1) An employee of the contractor; or

(2) A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures.

Non-public information means any Government or third-party information that-

(1) Is exempt from disclosure under the Freedom of Information Act ( 5 U.S. C.552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public.

Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee’s ability to act impartially and in the best interest of the Government when performing under the contract.

(A de minimis interest that would not "impair the employee’s ability to act impartially and in the best interest of the Government" is not covered under this definition.)

(1) Among the sources of personal conflicts of interest are-

(i) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and

(2) For example, financial interests referred to in paragraph (1) of this definition may arise from-

(i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation);

(iii) Services provided in exchange for honorariums or travel expense reimbursements;

(iv) Research funding or other forms of research support;

(v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests; or

(viii) Business ownership and investment interests.

(b) Requirements. The Contractor shall—

(1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by-

(i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

(A) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household.

(B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business).

(C) Gifts, including travel; and

(ii) Requiring each covered employee to update the disclosure statement whenever the employee’s personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

(2) For each covered employee—

(i) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

(ii) Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Obtain a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through performance of a Government contract.

(3) Inform covered employees of their obligation-

(i) To disclose and prevent personal conflicts of interest;

(ii) Not to use non-public information accessed through performance of a Government contract for personal gain; and

(iii) To avoid even the appearance of personal conflicts of interest;

(4) Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards;

(5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause; and

(6) Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow-up reports of corrective actions taken, as necessary.

Personal conflict-of-interest violations include-

(i) Failure by a covered employee to disclose a personal conflict of interest;

(ii) Use by a covered employee of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Failure of a covered employee to comply with the terms of a non-disclosure agreement.

(c) Mitigation or waiver.

(1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2)(i) of this clause, the Contractor may submit a request through the Contracting Officer to the Head of the Contracting Activity for-

(i) Agreement to a plan to mitigate the personal conflict of interest; or

(ii) A waiver of the requirement.

(2) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

(3) The Contractor shall-

(i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or

(ii) Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcontract.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts—

(1) That exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award; and

(2) In which subcontractor employees will perform acquisition functions closely associated with inherently governmental functions (i.e., instead of performance only by a self-employed individual).

(End of clause) 52.204-9 -- Personal Identity Verification of Contractor Personnel (Jan 2011).

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government;

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee’s employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

(End of Clause)

52.204-13 – System for Award Management Maintenance.

As prescribed in 4.1105(b), use the following clause:

System for Award Management Maintenance (Jul 2013)

(a) Definition. As used in this clause--

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities, which is used as the identification number for Federal Contractors.

“Data Universal Numbering System+4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern.

(D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at subpart 32.11) for the same concern.

“Registered in the System for Award Management (SAM) database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor and government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM database;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS).

The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

(b) The Contractor is responsible 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.

(c)

(1)

(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; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support he legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(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.

(2) 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. 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.

(3) The Contractor shall ensure that the DUNS number is maintained with Dun & Bradstreet throughout the life of the contract. The Contractor shall communicate any change to the DUNS number to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the DUNS number does not necessarily require a novation be accomplished. Dun & Bradstreet may be contacted—

(i) Via the internet at http://fedgov.dnb.com/webform or if the Contractor does not have internet access, it may call Dun and Bradstreet at 1-866-705- 5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office.

(d) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.acquisition.gov.

(End of Clause)

52.212-4 -- Contract Terms and Conditions -- Commercial Items.

As prescribed in 12.301(b)(3), insert the following clause:

Contract Terms and Conditions -- Commercial Items (Dec 2014)

(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 Government wide 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, contract 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 contract 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…