797-652C-04-0001-R3_0003_Part1of2_SF30_2020Dec.docx

65 II C R3, Amendment 0003

2. AMENDMENT/MODIFICATION NO.

3. EFFECTIVE DATE

12-30-2020

6. ISSUED BY:

Department of Veterans Affairs CODE: 003B6B OPAL / National Acquisition Center 1st Avenue, One Block North of Cermak, Bldg. 37 Hines, IL 60141

7. ADMINISTERED BY (If other than Item 6) Department of Veterans Affairs CODE: 003B6B

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) To all Offerors/Bidders

797-652C-04-0001-R3

04-02-2019

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

|_|The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended |_| is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing Items 8 and 15, and returning 1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(x)

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor |_| is not, |_| is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Solicitation Updates This amendment updates regulations, special language and templates/forms. Please see the table of new and old references beginning on page 2, followed by the full text of added and revised language.

1) Adds 52.219-33 Nonmanufacturer Rule (Mar 2020), Additional Terms and Conditions for Leased Line Items (Dec 2020), and General Terms and Conditions Applicable to Leasing (Dec 2020)

2) Revises FAR and GSAR regulations, Document 03 – Price Proposal Preparation (Dec 2020)- included as an attachment, Scope of Solicitation (Dec 2020), and Small Business Subcontracting Plan Template (Oct 2020)

Except as provided herein, all terms and conditions of the document referenced in item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR

_______________________________________________ (Signature of person authorized to sign)

15C. DATE SIGNED

16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

16C. DATE SIGNED

EXCEPTION TO SF30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

Summary of amendment changes, referencing the new and old versions of regulations, special language and templates/forms.

ADDED REGULATIONS AND SPECIAL LANGUAGE

52.219-33 NONMANUFACTURER RULE (MAR 2020)

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

(b) Applicability. This clause applies to—

(1) Contracts that have been set aside, in total or in part;

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

(3) Orders issued directly to any of the small business concerns identified in 19.000(a)(3) under multiple-award contracts as described in 19.504(c)(1)(ii).

(c) (1) The Contractor shall—

(i) (A) Provide the end item of a small business manufacturer, or if set aside or awarded on a sole source basis to a HUBZone small business, provide the end item of a HUBZone small business manufacturer, that has been manufactured or produced in the United States or its outlying areas; or

(B) If this procurement is an order as described in 8.405-5 or 16.505(b)(2)(i)(F) or processed under simplified acquisition procedures (see part 13), and the total amount does not exceed $25,000, provide the end item of any domestic manufacturer;

(ii) Not exceed 500 employees;

(iii) Be primarily engaged in the retail or wholesale trade and normally sell the type of item being supplied; and

(iv) Take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice.

(2) In addition to the requirements set forth in paragraph (c)(1) of this clause, when the end item being acquired is a kit of supplies or other goods, 50 percent of the total value of the components of the kit shall be manufactured in the United States or its outlying areas by small business concerns. Where the Government has specified an item for the kit which is not produced by U.S. small business concerns, such items shall be excluded from the 50 percent calculation. See 13 CFR 121.406(c) for further information regarding nonmanufacturers.

(3) For size determination purposes, there can be only one manufacturer of the end product being acquired. For the purposes of the nonmanufacturer rule, the manufacturer of the end product being acquired is the concern that transforms raw materials and/or miscellaneous parts or components into the end product. Firms which only minimally alter the item being procured do not qualify as manufacturers of the end item, such as firms that add substances, parts, or components to an existing end item to modify its performance, will not be considered the end item manufacturer, where those identical modifications can be performed by and are available from the manufacturer of the existing end item. See 13 CFR 121.406 for further information regarding manufacturers.

ADDITIONAL TERMS & CONDITIONS FOR LEASED LINE ITEMS (DEC 2020)

Leased items may be proposed provided that the following conditions are met: 1) The offeror leases such items commercially in the normal course of business; 2) The proposed lease term does not exceed 60 months; and 3) The offeror must negotiate in good faith a lease agreement at the task order level with such agreement adhering to the parameters set forth in the “General Terms and Conditions Applicable to Leasing” section of Solicitation Document 01 (also included in this amendment). When proposing leased items, the offeror must clearly identify the item as a lease in the Name/Product Description column of the price proposal spreadsheet (Document 03) and must state the period for the lease (e.g. “one year”, “15 months”, etc.).

General terms and conditions applicable to leasing are outlined in Solicitation Document 01 (located below in this amendment). However, some terms and conditions may be negotiated at the base FSS contract level, including both price and non-price impacting terms. The offeror shall provide all terms and conditions related to the lease. Any terms requiring negotiation at the base FSS contract level will be made a material part of the FSS contract.

|_| I am offering one or more leased items and am submitting leasing terms for review/consideration.

GENERAL TERMS AND CONDITIONS APPLICABLE TO LEASING (DEC 2020)

I. STATEMENT OF GOVERNMENT INTENT

a) For the purpose of this solicitation, a leasing arrangement is defined as a contractual arrangement by which the Government agrees to pay for the use of equipment/supplies for a specified period, under agreed to terms and conditions. Generally, a leasing arrangement would be utilized if the Government has a long-term need (e.g. 12 months or more) and if prices are likely to increase during the duration of the Government need. A lease term is defined as the duration of the lease in months (not to exceed 60 months) as shown on the Ordering Agency’s initial delivery order. It is understood by all parties that resulting contract(s) may contain leasing arrangements. In that regard, the Government anticipates fulfilling a leasing arrangement subject to the availability of appropriated funds and the continued needs of the Ordering Agency.

b) The Ordering Agency, upon issuance of any delivery order containing line items for equipment leasing, intends to use the equipment for the lease term specified in the initial delivery order so long as the needs of the Ordering Agency for the equipment or functionally similar equipment continue to exist, and the funds are available. Each lease hereunder shall be initiated by a delivery order which shall, either through a statement of work or other attachment, specify the equipment being leased and the terms of the transaction. The lease commencement is the date of acceptance as defined by FAR Subpart 12.4. The first period or initial term of the leasing arrangement will be through September 30th of the fiscal year in which the order is placed, or as extended by act of Congress, unless the ordering office has multi-year funding. This period shall be documented in the delivery order.

c) Ordering Agencies are advised to do the following when considering a leasing arrangement:

i) Follow the guidance provided in Federal Acquisition Regulation (FAR) Subpart 7.4 Equipment Lease or Purchase.

ii) Determine, when applicable, if a leasing or rental arrangement is most advantageous to the Government. Please note that it is advised that factors such as the duration of the need, pricing volatility, etc. should be considered when determining whether to utilize a leasing or a rental arrangement.

iii) Obligate funding consistent with fiscal law when entering into any leasing arrangement and review the lease terms and conditions prior to ordering and obligating funding for a lease.

II. ORDERING PROCEDURES

a) Ordering Agencies must comply with all requirements and conduct a needs assessment prior to any procurement as required by FAR, any applicable FAR supplements, or local guidance.

b) When the Ordering Agency expresses an interest in leasing equipment, the Ordering Agency will provide at a minimum the following information to the prospective vendors:

i) A detailed description of the equipment required, including the quantity needed

ii) The required delivery date,

iii) The proposed term of the lease (time period for the lease),

iv) Where the equipment is to be located and utilized, and

v) A description of the intended use of the equipment.

c) The Contractor will respond with:

i) Whether the Contractor can meet the terms outlined by the Ordering Agency,

ii) The monthly payment based on the term requested and the initial and residual values of the equipment,

iii) The estimated cost, if any, of applicable state or local taxes (See FAR Clause 52.229-1),

iv) The extent of warranty coverage of the leased equipment,

v) The cost of any maintenance, as applicable, and

vi) The proposed termination ceiling charges, as applicable. (See Section XIII, Early Termination Charges).

d) The Ordering Agency and Contractor shall agree upon a termination ceiling charge which is established in accordance with the appropriate formula in Section 13. Early termination charges shall not include termination penalties to the Government.

e) The Contracting Officer shall insert the agreed upon termination ceiling charge for the first year in the order and, if agreed to by the Contractor at time of order, establish the ceiling for all successive years unless modified based on availability of funds.

III. ORDERS AND PERIOD OF LEASE ARRANGEMENTS

a) Lease Options: Ordering Agencies placing orders for equipment under a leasing arrangement must specify on the delivery order each element of II.(b) above.

i) Lease to Own (LTO) – A type of lease used for long-term leases and for items that do not become technologically obsolete and the Ordering Agency desires to take ownership. This lease type generally has at least one of the following conditions:

a. There is an ownership transfer to the lessee at the end of the lease;

b. The lease contains a bargain purchase option that allows for the acquisition of the equipment, at the end of the lease, for a price less than fair market value; and/or

c. The lease life exceeds 75% of the asset's economic life

ii) Operating Lease (OL) – A type of lease used for short-term leasing and often for assets in which the technology changes. An Operating lease may contain an option, but not an obligation, to buy the leased equipment.

b) Annual Year Funding: When using annually appropriated funds to place an order that includes leasing, the following applies:

i) The Ordering Agency cannot normally commit to a term longer than one fiscal year at the commencement of the lease. To facilitate the exercise of renewal options for future fiscal years, the lease term will be specified in the delivery order. All orders for leasing shall remain in effect through the Government fiscal year (or as extended by Act of Congress) or the planned expiration date of the lease, whichever is earlier, unless the Ordering Agency exercises its rights hereunder to acquire title to the equipment prior to the planned expiration date. Despite the fact that the delivery order will specify the planned total lease term, orders with leasing arrangements shall not be deemed to obligate succeeding fiscal year’s funds or to otherwise commit the Ordering Agency to a renewal of said leasing arrangements.

ii) The Government may unilaterally renew a leasing arrangement for the upcoming fiscal year by written notice to the Contractor at least 30 calendar days prior to expiration of the current lease year or a by mutual agreement of the parties if less than 30 days’ notice is provided. All leasing arrangements, unless renewed by the Ordering Agency or extended by an Act of Congress, terminate at the end of the Government fiscal year. Ordering Agencies are instructed to follow the guidelines set forth in Paragraph XIV of this section with regard to termination of lease terms for non-appropriation or agency decisions not to renew. Should Ordering Agencies decide to terminate the lease prior to the expiration of the lease term under any other condition other than those set forth in Paragraph XIV, early termination charges shall apply (see Section XIII, Early Termination).

c) Multi- Year Funding within Contract Period: Where an Ordering Agency’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the Ordering Agency may place a schedule contract order for leasing for a period up to the expiration of its period of appropriation availability or the expiration of the contract period, whichever comes first, notwithstanding the intervening fiscal years.

d) In recognition of the types of products on this Schedule and the potential adverse impact to the Government’s mission, the Government’s quiet and peaceful possession and unrestricted use of the equipment shall not be disturbed in the event the equipment is sold by the Contractor, or in the event of bankruptcy of the contractor, corporate dissolution of the Contractor, or other event, so long as the Government is not in default. The equipment shall remain in the possession of the Government until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased equipment by the Contractor will not relieve the Contractor of its obligations to the Government and will not change the Government’s duties or increase the burdens or risks imposed on the Government.

e) Assignment of Claims: In accordance with GSAR 552.232-23 Assignment of Claims under this contract, the Ordering Agency Contracting Officer may approve the assignment of claim in accordance with FAR 32.803. Contractors cannot prohibit or otherwise limit the Government’s ability to setoff lease payments under any lease or assignment of a lease.

f) Government Rights under Lease: The Government does NOT waive any performance requirements, warranty rights nor other contract or statutory rights, such as the right to set off payments against other Government debt, as a part of the lease. The Government’s acceptance of an assignment of a lease does not waive any of the Government contract provisions.

IV. MAINTENANCE AND INSTALLATION

a) Maintenance, including, but not limited to, software updates and refreshes, and installation must be included in the lease payment if the Contractor’s normal commercial business practices include those items. The Contractor shall provide preventive maintenance at least equal to their commercial practice. Intervals between scheduled maintenance services shall be no greater than those provided to commercial customers for the same equipment.

b) If mutually agreed by the Government and the Contractor, installation and/or maintenance may be performed by either the Contractor or the Contractor’s authorized representative(s), including Government performed installation and/or maintenance.

c) When installation and/or maintenance are to be performed by the Contractor or the Contractor’s authorized representative(s), the payments, terms and conditions of said installation and/or maintenance will be as stated in the VA-FSS contract or, if not established at the VA-FSS contract level, in any orders under said contract.

V. MONTHLY PAYMENTS

a) Prior to the placement of an order, the Ordering Agency and the Contractor must agree on a “base value” for the equipment to be leased. The base value will be the contract purchase price (CPP), less any discounts. For Operating Leases, the residual value is independent of the purchase option price. The residual value will be used in the calculation of the original lease payment.

b) To determine the initial lease term payment, the Contractor agrees to apply a negotiated lease factor to the agreed upon base value. These lease factors are to be applied to the published contract purchase price to determine the monthly lease prices for Lease to Own and Operating Leases. Examples of the lease factors and a resultant lease factor table are provided below.

i) Lease factor one (1) percent over the rate for the three-year (or other term) Treasury Bill (T-bill) at the most current U. S. Treasury auction; or

ii) The Contractor’s most favored finance rate factor as agreed to during contract negotiations.

Example: Lease Factor Table – Monthly OL & LTO Rate Factors

c) The lease payment may be calculated by using a programmed business calculator or by using “rate” functions provided in commercial spreadsheets such as Microsoft Excel.

d) The purchase option price will be based upon the unamortized principle of the equipment. The payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to date of transfer of ownership. In the event the Government desires, at any time, to acquire title to equipment leased hereunder, the Government may make a one-time lump sum payment.

VI. EXPIRATION OF LEASE TERM:

At least 30 days prior to the expiration of the lease term, the Ordering Agency will:

a) Coordinate the return of the Equipment to the Contractor in accordance with paragraph XVIII below,

b) Execute ownership transfer from the lessor, if a Lease to Own lease type was utilized and said transfer is built into the terms and conditions of the contract, or

c) Purchase the equipment at fair market value or at a bargain purchase price, depending on the type of lease utilized and the terms and conditions of the contract.

Note: Ordering Agencies are advised to see paragraph XVI - XVIII for additional lease expiration provisions.

VII. ADDITIONS

a) For the purpose of this solicitation the definition of an addition is defined as the addition of accessories, features, or other enhancements available for lease under this contract to an existing model (base unit). Additions shall not change the functionality of the installed equipment.

b) The Ordering Agency may require the Contractor to modify existing leased equipment through order modifications, provided the modifications are customarily offered commercially by the Contractor for the equipment leased. The price of the modification will be mutually agreed upon by the Ordering Agency and the Contractor. The Ordering Agency may pay for the modification at full price upon acceptance, or the modification price may be leased coterminous with the initial lease term. The closest contract lease rate factor, with respect to the modification term duration, in effect at the time of award of the modification will be used to calculate the monthly payment applicable to the modification. Residual value should be negotiated for the modification.

Example: Lease to Own

· Price of the modification - $1,000

· Months remaining on the equipment lease – 19

· Current contract lease factor at the time of the modification with a term closest to the remainder of the lease is 0.45 for a 24 month lease

· Interest equivalent (i) for lease factor is 0.625% per month. To calculate this interest equivalent, the following Excel formula would be used: =rate(N,-pmt,Price). Specifically, in this example, the following would be entered into Excel: =rate(24,-0.045,1).

· Modification Payment - $55.98. To calculate this payment, the following Excel formula would be used: =PMT(i,N,P). Specifically, in this example, the following would be entered into Excel: =PMT(.00625,19,1000)

c) The Ordering Agency may affix or install any accessory, addition, equipment or device on the equipment ("additions") provided such additions:

i) Can be removed without causing material damage to the equipment,

ii) Do not reduce the value of the equipment, and

iii) Are obtained from or approved by the Contractor and are not subject to the interest of any third party other than the Contractor.

d) Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the Government shall remove any additions which:

i) Were not leased from the Contractor, and

ii) Are readily removable without causing material damage or impairment of the intended function, use, or value of the equipment, and restore the equipment to its original configuration.

e) Any additions which are not removable will become the Contractor's property (lien free).

f) Payment may be modified based on the schedule price adjusted to reflect the actual period until the end of the lease term.

g) Should the Ordering Agency elect to replace equipment under the lease, thus terminating the lease for said equipment, a new acquisition is required. This does not preclude substitution for failure to perform. Ordering Agencies are advised that when making the decision to conduct a new acquisition consideration must be given to the early termination of existing equipment. To do so, Ordering Agencies are strongly advised to perform a cost benefit analysis in accordance with their agency procedures and policies.

VIII. RISK OF LOSS OR DAMAGE

The Government is relieved from all risk of loss or damage to the equipment during periods of transportation, installation, and during the entire time the equipment is in possession of the Government, except when loss or damage is due to the fault or negligence of the Government. The Government shall assume risk of loss or damage to the equipment during relocation unless the Contractor shall undertake such relocation. If relocation is required, the terms/cost will be negotiated at the order level.

IX. WARRANTY

The products associated with these leasing terms shall bear the same warranties as outlined within the Contractor’s FSS Contract.

X. EQUIPMENT PERFORMANCE

a) The equipment supplied must be in operational or repairable condition throughout the term of the lease.

i) Operational condition means the equipment is performing as intended, all accessories are operating as intended, and in all respects the equipment is performing up to the standards in the manufacturer’s specifications.

ii) Repairable condition means that the equipment can be repaired by a qualified technician within the terms of the contract/order. Additionally, all required replacement parts are available and the equipment down time does not exceed that specified in the contract/order, if applicable.

iii) Downtime related to the leased items shall be negotiated and agreed upon by the Ordering Agency and the FSS contractor.

b) After a thirty (30) day notice and cure period, communicated by the Ordering Agency to the Contractor in writing, if the equipment continues to fail to be operational or repairable as defined above, the Ordering Agency may take those remedies available to it under either the Contractor warranty provisions or termination for cause authority set forth in FAR 52.212-4(m). Such recourse will not be the basis for increasing the monthly payment or extending the term of the lease.

c) Service and Support:

i) Contractors are required to submit a contingency plan to maintain full and proper operation of equipment and to avoid extended delays for repair or replacement of equipment. The contingency plan shall mirror commercial practices and detail, at a minimum, service call process and response time, issuance of equivalent replacement/loaner equipment (as applicable), as well as the preventative maintenance service process and schedule.

ii) Offerors shall submit and include in their pricelist’s, a list of Names, addresses, and phone number(s) of authorized representatives, responsible to the Contractor, who may be contacted by ordering activities for repair and maintenance of equipment. Only those authorized representatives listed may render maintenance service, unless the list is subsequently modified by mutual agreement between the Contractor and the Contracting Officer to add or terminate authorized representatives

XI. TITLE

During the lease term, the equipment shall always remain the property of the Contractor. The Government shall have no right or interest in the equipment except as provided in this leasing arrangement and shall hold the equipment subject and subordinate to the rights of the Contractor.

XII. TAXES

Notwithstanding the terms of clause 52.229-3 Federal, State, and Local Taxes, the contract price excludes all state and local taxes levied on or measured by the contract or order price of the services or completed supplies furnished under this contract. The Contractor shall state separately on its invoices taxes excluded from the contract/order price, and the Government agrees either to pay the amount of the taxes (based on the current value of the equipment) to the Contractor or provide evidence necessary to sustain an exemption. See FAR clauses 52.229-1 State and Local Taxes.

XIII. EARLY TERMINATION CHARGES

a) Equipment leased under this contract/order may be terminated at any time during a Government fiscal year by the Ordering Agency’s Contracting Office responsible for the delivery order in accordance with FAR 52.212-4, paragraph (l) Termination for the Ordering Activity’s Convenience.

b) The termination ceiling charge is a limit on the amount that a Contractor may claim from the Ordering Agency on the termination for convenience of a lease or failure to renew a lease prior to the end of the lease term for reasons other than those set forth in section XIV, Termination for Non-Appropriation. Termination ceiling charges will apply to each year of the lease term when the Government decides to terminate for convenience or chooses not to renew a lease. The Ordering Agency and Contractor shall establish a termination ceiling amount. The Contracting Officer shall insert the termination ceiling charge for amount of the first year in the order and modify it for successive years upon availability of funds.

c) No claim will be accepted for future costs: supplies, maintenance, usage charges or interest expense beyond the date of cancellation. In accordance with the bona fide needs rule, all termination charges must reasonably represent the value the Ordering Agency received for the work performed at cancellation based upon the shorter lease term. No termination cost will be associated with the expiration of the lease term.

Formula 1: Lease to Own (LTO) Termination Fee = pmt * n - (PMT - FMV) "P" = Schedule Price of equipment at time of order, inclusive of Ordering Agency negotiated price reductions should be considered.

"PMT" = Actual Monthly Payment paid on order to termination "i" = Monthly Interest Rate applicable to the order "n" = number of months from order to termination "pmt" = Monthly payment corrected to actual lease term". Please note, to calculate this number using Excel, utilize the following formula: =pmt(i,n,P) "FMV" = Fair Market Value of equipment if returned at termination. Unit price adjustments, residual or FMV values used to calculate Operating Leases, should not be considered Formula 2: Operating Lease (OL) Termination Fee Excel Formula = PV(i, n,-PMT) "PV"= Present Value "i" = Interest rate per month, equal to the interest rate applicable to the calculation of the payment on the delivery order "n"= Number of months remaining from termination date to the end of the lease term "PMT" = Current monthly payment amount of the original payments through end of the lease

d) Should the settlement amount exceed 75% of the asset’s fair market value at termination or if the lease is terminated in the last 25% of the asset’s useful life, the settlement amount shall be considered a purchase of the asset and title shall transfer to the Government. Please note, the Government reserves the right to not execute a title transfer under the aforementioned conditions.

XIV. TERMINATION FOR NON-APPROPRIATION

The Ordering Agency reasonably believes that the bona fide need will exist for the entire lease term and corresponding funds in an amount sufficient to make all payment for the lease term will be available to the Ordering Agency. Therefore, it is unlikely that such leases will be terminated prior to the full lease term. Nevertheless, the Ordering Agency’s Contracting Officer may terminate or not renew leases at the end of any initial base period or renewal period under this paragraph if there is a continuing need, but adequate funds have not been appropriated to the Ordering Agency in an amount sufficient to continue to make the lease payments. If this occurs, the Ordering Agency will promptly notify the Contractor, and the equipment lease will be cancelled at the end of the last fiscal year for which funds were appropriated. The determination of the availability of funds is made solely by the Government.

XV. LEASE EXTENSIONS

Extension of the present lease term is not permitted. Future equipment requirements shall be procured in accordance with FAR 8.4, FSS Ordering Procedures.

XVI. LEASE EXPIRATIONS – LEASE TO OWN

Title to equipment under a Lease to Own arrangement transfers to the Government upon conclusion of the lease term and payment of any purchase option amount, if applicable.

XVII. LEASE EXPIRATIONS – OPERATING LEASE AND ALL OTHER EQUIPMENT

Unless notified by the Ordering Agency that the Government intends to exercise its option to purchase the equipment, if applicable, upon the expiration of the lease term the equipment will be removed by the Contractor. If the Government chooses to exercise its option to purchase the equipment, the ordering office shall execute a modification to do so, utilizing the applicable fixed price purchase amount provided in the schedule contract.

XVIII. RETURN OF EQUIPMENT

The Ordering Activity will work with the Contractor for the removal of the equipment. At least 30 days prior to the expiration of the lease, the Ordering Agency is required to provide serial numbers and exact location of equipment for pick up. Upon receipt of this notice the Contractor shall remove the equipment within thirty (30) days after the expiration of the lease, or at a mutually agreed date and time. Unless specified under the schedule contract, removal charges will be negotiated and administered at the Ordering Agency level. The equipment shall be in the same condition as when delivered, with the exception of ordinary wear and tear. The Contractor shall conduct a timely inspection of the returned equipment and within thirty (30) days of the return, unless a different time is negotiated at the order level, assert a claim if the condition of the equipment exceeds normal wear and tear. Equipment not removed by the Contractor within thirty (30) days of the date of notification by the Ordering Agency shall be considered as abandoned and subject to such disposal as the Government may deem appropriate, and the Contractor shall be subject to reimbursing the Government for any incurred costs associated with disposal/disposition. Contractor failure to repossess the equipment for any reason shall not result in the levying of any penalties or other charges to the Government.

REVISED REGULATIONS, SPECIAL LANGUAGE & TEMPLATES/FORMS

52.202-1 DEFINITIONS (JUN 2020)

When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless-

(a) The solicitation, or amended solicitation, provides a different definition;

(b) The contracting parties agree to a different definition;

(c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning;

(d) The word or term is defined in FAR part 31, for use in the cost principles and procedures; or

(e) The word or term defines an acquisition-related threshold, and if the threshold is adjusted for inflation as set forth in FAR 1.109(a), then the changed threshold applies throughout the remaining term of the contract, unless there is a subsequent threshold adjustment; see FAR 1.109(d).

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020, ALTERNATE I – OCT 1995)

(a) Except as provided in (b) of this clause, the Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract.

(b) The prohibition in paragraph (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation. For acquisitions of commercial items, the prohibition in paragraph (a) applies only to the extent that any agreement restricting sales by subcontractors results in the Federal Government being treated differently from any other prospective purchaser for the sale of the commercial item(s).

(c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract which exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award.

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (JUN 2020)

(a) Definitions. As used in this clause— Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

Full cooperation-

(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors’ and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require-

(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(3) Does not restrict a Contractor from-

(i) Conducting an internal investigation; or

(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

United States, means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct.

(1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall-

(i) Have a written code of business ethics and conduct; and

(ii) Make a copy of the code available to each employee engaged in performance of the contract.

(2) The Contractor shall-

(i) Exercise due diligence to prevent and detect criminal conduct; and

(ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(3) (i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed-

(A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

(B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor’s disclosure as confidential where the information has been marked "confidential" or "proprietary" by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization’s jurisdiction.

(iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(1) An ongoing business ethics awareness and compliance program.

(i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor’s standards and procedures and other aspects of the Contractor’s business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual’s respective roles and responsibilities.

(ii) The training conducted under this program shall be provided to the Contractor’s principals and employees, and as appropriate, the Contractor’s agents and subcontractors.

(2) An internal control system.

(i) The Contractor’s internal control system shall—

(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and

(B) Ensure corrective measures are promptly instituted and carried out.

(ii) At a minimum, the Contractor’s internal control system shall provide for the following:

(A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

(B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor’s code of business ethics and conduct.

(C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor’s code of business ethics and conduct and the special requirements of Government contracting, including-

(1) Monitoring and auditing to detect criminal conduct;

(2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and

(3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(D) An internal reporting mechanism, such as a hotline, which allows for anonymity or…