rfq_dental_cass_s_09 _0019.doc

COMMERCIAL ITEMS

Solicitation No. AG-82X9-S-09-0019

Project Name: Dental Services UNIT: Cass CCC

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

DATE

DATE

4/30/2009

INFORMATION CALL:

UNRESTRICTED OR FORMCHECKBOX

SET ASIDE: 100% FOR

SMALL BUSINESS FORMCHECKBOX

EMERGING SMALL

BUSINESS

740 SIMMS ST., GOLDEN, CO 80401 (Overnight Mail)

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HUBZONE SMALL

NAICS: 621210 BUSINESS

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SERVICE-DISABLED VETERAN- FORMCHECKBOX

8(A)

SIZE STANDARD: $7 million OWNED SMALL BUSINESS

11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

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SEE SCHEDULE

13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) 13b. RATING

14. METHOD OF SOLICITATION

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RFQ FORMCHECKBOX

IFB FORMCHECKBOX

RFP

15. DELIVER TO CODE

Cass Civilian Conservation Center

21424 N. Highway 23 Ozark, AR 72949

16. ADMINISTERED BY CODE

SAME AS BLOCK #9

17a. CONTRACTOR/ CODE FACILITY

OFFEROR CODE

18a. PAYMENT WILL BE MADE BY CODE

USDA, OFCD, COD, APB

P.O. BOX 60075

NEW ORLEANS, LA 70160

DUNS #:

TIN #

E-MAIL:

TELEPHONE N0.

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17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

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SEE ADDENDUM

Provide Dental SERVICES AT cass Civilian Conservation Center IN ACCORDANCE WITH ATTACHED STATEMENT OF WORK, TERMS AND CONDITIONS.

-- CONTINUED ON PAGE 2 --

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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ARE NOT ATTACHED

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ARE NOT ATTACHED

29. AWARD OF CONTRACT: REF. OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 1449 (REV.3/2005)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA ‑ FAR (48 CFR) 53.212

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

ATTACH CURRENT CERTIFICATIONS/LICENSE WITH QUOTE

CCR REGISTRATION VALID UNTIL ________________________

SUBMIT COMPLETED EXPERIENCE QUESTIONNAIRE WITH QUOTE

SUBMIT COMPLETED FAR CLAUSES 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS

SEE SECTION M FOR EVALUATION CRITERIA

ALL INFORMATION REQUESTED ABOVE MUST BE SUBMITTED TO BE CONSIDERED TO BE RESPONSIVE TO THIS SOLICITATION.

32a. QUANTITY IN COLUMN 21 HAS BEEN

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RECEIVED

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INSPECTED

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ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

CORRECTFOR

|PARTIAL | |FINAL

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COMPLETE FORMCHECKBOX

PARTIAL FORMCHECKBOX

FINAL

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER

FOR PAYMENT

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV.3/2005) BACK

TABLE OF CONTENTS

PART I--THE SCHEDULE

SECTION B—Supplies or services and price/costs

SECTION C—Description/specifications/statement of work SECTION D—Packaging and marking SECTION E—Inspection and acceptance SECTION F—Deliveries or performance SECTION G—Contract administration data SECTION H—Special contract requirements

PART II--CONTRACT CLAUSES

SECTION I—Contract clauses

PART III--List of documents, exhibits, and other attachments SECTION J—List of attachments

ATTACHMENT i: Wage Determination(s)

ATTACHMENT iI: Experience Questionnaire

ATTACHMENT III: Sample Invoice

PART IV--REPRESENTATIONS AND INSTRUCTIONS

SECTION K—Representations, certifications, and other statements of offerors or respondents SECTION L—Instructions, conditions, and notices to offerors or respondents Solicitation provisions SECTION M—Evaluation factors for award

PART I—THE SCHEDULE

SCHEDULE OF ITEMS

SECTION B--SUPPLIES OR SERVICES AND PRICES/COSTS

ESTIMATED QUANTITIES

The quantities listed for each item are the governments best estimates based upon past experience. The contractor will be paid based upon the actual hours of services provided and performed pursuant to the Statement of Work.

No mileage or compensation will be allowed for travel to and from the stated Civilian Conservation Center(s).

CASS CCC:

Provide Dental Services at Cass Civilian Conservation Center in Franklin County, Arkansas for the period beginning July 1, 2009 through June 30, 2010 and any subsequent option periods (maximum of 60 months) in accordance with the Terms of the Contract.

Monday-Friday except Federal holidays.

SECTION C--DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

BACKGrOUND

The USDA Forest Service, Ozark/St. Francis National Forest, Cass Job Corps Center, located at 21424 North Hwy. 23, Ozark, Arkansas is a residential, educational and vocational training facility for males and females aged 16 and not yet 25 years of age. The mission of our facility is to provide academic, vocational and life success skills training to our nation’s youth.

Job Corps is a U.S. Department of Labor, Employment and Training Administration (ETA) program. Job Corps is designed to assist young people who both need and can benefit from the wide range of services provided at a Job Corps Center. Through its’ centers, Job Corps offers academic, vocational, and life skills training using a unique approach of competency-based, and individualized instruction. Services include: basic education, High School Diploma (HSD) Program, General Education Development (GED), vocational skills training and support services is designed to help each student become a responsible and productive citizen.

Approximately ninety-nine percent of the students live full-time at the Cass Job Corps Center. The students attend classes at the center, where they have classroom facilities, a cafeteria, Health & Wellness Center, Recreational Facilities, and four dormitories. The students are provided allowances for personal expenditures.

The lengths of enrollment vary with each individual student. The programs are self-paced so therefore the students may remain in the program for up to two years. The average length of enrollment is approximately 8 months. An optional third year may be granted for students qualifying for advanced training.

Upon completion of the program, students are better prepared to obtain meaningful employment or further their education through the Job Corps sponsored Advanced Career Training (ACT) or college. Career transition services are provided to all students separating from the Job Corps program.

Student Eligibility. Applicants must meet all of the following criteria to participate in Job Corps;

-Must be at least 16 years of age but not yet 25.

-Must be a U.S. citizen, a U.S. National, a lawfully admitted permanent alien, refugee, asylee or parolee, or other alien who has been authorized by the U.S. Attorney General to work in the United States.

C.1

GENERAL

The contractor shall provide any and all services, permits, licenses necessary to perform Dental Services at the Cass Civilian Conservation Center located in Franklin County, Arkansas. The contractor and personnel performing work must be registered/licensed with/through the State of Arkansas. The contractor shall be a graduate of an approved Dental program and shall carry professional malpractice insurance. The contractor agrees to provide copies of licenses, certification, and insurance to both the Contracting Officer and the Health and Wellness Manager.

The period beginning July 1, 2009 through June 30, 2010 and any subsequent option periods (maximum of 60 months) in accordance with the Terms of the Contract at the following location:

Cass Civilian Conservation Center

21424 N. Highway 23

Ozark, AR 72949

The purpose of the contract is to assist students in attaining and maintaining optimal Health and Wellness by providing basic dental services as defined in the Job Corps Policy and Requirements Handbook (PRH). The dental services include promotion, prevention, assessment, intervention treatment and follow-up care. Also to educate and teach students to achieve and maintain optimal dental health which will contribute to their ability to retain employment.

Cass Job Corps is required by the Department of Labor to provide basic dental services to students. The Contractor shall provide Dental Services under this contract at the Cass Job Corps Center, Ozark, Arkansas. This includes all labor, transportation of Contractor’s personal and incidental (other than those provided by the Government as outlined below) necessary to successfully provide medical services. The center dentist will not be scheduled during the center-wide student leave (approximately 2 weeks, twice per year).

Other regulations related to providing Dental services are:

· U.S. Department of Labor, Job Corps Policy and Requirements Handbook (PRH) Ch. 6. Administrative Support, Part 6.10 – 6.12 Student Health Services; http://www.jobcorps.gov/pdf/prh.pdf

· Job Corp Community Website; http://www.jobcorps.org

· Technical Assistance Guide, Tag A; Oral Health & Wellness Program; http://jchealth.jobcorps.gov/documents/tags/

· Job Corps Health and Wellness Website/ Health Program

· Documents; http://www.jobcorpshealth.com/html/doc_main.htm

· Code of Federal Regulations, CFR 670.525

· CFR Website: http://www.do.gov/allcfr/title_20/Part-670/toc.htm

· Cass Job Corps Center Operating Policies and Procedures Manuel The above items are available to the Dentist at the USDA Forest Service, Cass Job Corps Center, 21424 n. Hwy 23 North, Ozark, Arkansas from Health and Wellness Staff on duty and/or at the websites provided in this solicitation.

In addition, the contract dentist agrees to adhere to all policies, procedures and guidelines; to make no public statement concerning Job Corps Students or Job Corps activities without prior written approval of the Center Director, or their designated representative; and provide all research and /or publications relating to Job Corps Health activities to the National DOL Health Office, Washington, DC for approval prior to publication.

C.2

DEFINITIONS

CO – Contracting Officer Personnel responsible for award and administration of Government contract

ACO – Administrative Contracting Officer primary contact person for the contract

COR – Contracting Officer’s Representative Personnel delegated by the CO to oversee contract

TAG - Technical Assistance Guide(s) http://jchealth.jobcorps.gov/documents/tags/ PRH – Job Corps Policy and Requirements Handbook http://www.jobcorps.gov/pdf/prh.pdf

HWM – Health and Wellness Manager

CMHC – Center Mental Health Counselor

C.3

GOVERNMENT FURNISHED PROPERTY

Health & Wellness staff to support the dentist

List of recommended medications/drugs in the medication room

All

Utilities for the clinic

All

Linens, towels, washcloths

All

Transportation for students to off-center treatment

Job Corp PRH and TAGs

All

C.4

CONTRACTOR FURNISHED CRITICAL ITEMS/SERVICES

The contractor must furnish all labor, supervision, transportation, and incidentals necessary to provide Dental Services.

C.5 CONTRACTOR FURNISHED CRITICAL tasks/subtasks

C.5.1 Technical requirements (includes both technical and consultation requirements)

The center and the center dentist thereby agree that the services to be provided will include, but will not be limited to, those health and wellness services specified in the Code of Federal Regulations (Title 20 Code of Federal Regulations, Part 638.510) in the Job Corps Policy and Requirements Handbook (PRH) Ch. 6, and applicable Technical Assistance Guides (TAGs) as outlined in C.2.

C.5.2 The development, implementation, and monitoring of the total oral health and wellness program, including:

· Advising the Health and Wellness Manager on all oral health related matters. This shall include staffing requirements; the advisability of oral health matters, including the furnishing of diagnosis, prognosis, and recommendations for future care; the utilization and cost of services; the personalization of patient care; and any other health areas deemed appropriate by the center dentist and the center director.

· Consulting with the wellness staff on ordering, accounting for, and safeguarding dental equipment, supplies, and medications.

· With due regard for Job Corps requirements, the center dentist will work with the Health and Wellness manager prioritizing health needs and setting program direction accordingly. To accomplish this center dentist and wellness manager should confer with the center physician, mental health consultant and meet with the center director on a monthly basis to review policies and expenditures and establish restraints. If needed the center dentist may involve the regional health consultants.

· Developing a system to promote the coordination and integration of the health components (medical, oral health, mental health, environmental health and health education) with other center activities. This will be done in cooperation with the HWM, Center physician and CMHC.

· Providing advice and assistance to health education instructors on the implementation of the oral health and wellness program and promoting health and wellness outside the clinic walls, (i.e. out on center) to enhance employability of the total student population.

· Ensuring maintenance, confidentiality, and safeguarding of all health records.

· Issuing and maintaining signed and dated Dental Healthcare Guidelines for medical care in accordance with Technical Assistance Guide M; Health Care Guidelines

· Staying current on Job Corps policies and procedures by communicating with the HWM and frequenting the Job Corps Health and Wellness website.

C.5.3 Provide direct Dental services to students including:

· Oral health and wellness plan between the 45th and 75th day after the student’s arrival at the center.

· Written diagnosis and treatment plan as part of an oral health and wellness plan for each student and obtaining agreement for voluntary care before proceeding with treatment.

· Treatment according to priority classification and within program constraints.

· Basic dental care, as defined by the Job Corps PRH.

· Oral health education.

· Appropriate referral system to ensure the receipt of specialty care as defined in the PRH and within budget constraints.

· 24-hour emergency coverage or arrangement of these services.

· Coordination and integration of the oral health program with the wellness components, center activities, and center-community activities.

· Accuracy and confidentiality of all required oral health and wellness records when they are in the subcontractor’s presence.

· Support to the students in acquiring the oral health-related skills, knowledge, and attitudes that will make them employable.

· The development and adherence with Job Corps infection control policies and procedures.

· The reviewing and signing Health Care Guidelines annually for dental care in accordance with the Technical Assistance Guide on Health Care Guidelines.

· The enforcement of appropriate student workplace behavior when students are in the dental office or waiting area.

C.5.3 The center dentist shall adhere to the policies, procedures, and guidelines established by Job Corps. The center dentist will have primary responsibility to implement the program outlined above and may be assisted by the Job Corps National Office and/or health consultants. The center dentist, with the concurrence of the center director, may delegate by written and dated health care guidelines any of his/her responsibilities set forth in this contract to appropriate qualified staff. The center dentist may delegate professional responsibilities set forth in this contract to another full- or part-time dentist only with the center director’s prior concurrence and a prior review for the secondary dentist’s qualifications by the regional director and regional medical consultant.

It is understood that the dental services provided by the center dentist are subject to monitoring and review by Job Corps. The center dentist may contact the regional medical consultant with any questions/concerns.

C.6 GOVERNMENT PUBLICATIONS/INDUSTRY STANDARDS/STATE STANDARDS/GOVERNMENT STANDARDS/TECHNICAL EXHIBITS

TAG and PRH will be provided to the Contractor upon award.

C.7

ATTENDANCE, LEAVE, AND SUBSTITUTION

C.7.1 Attendance – The Dentist shall be contracted for 12 months a year with the exception of 2 weeks for both a summer and winter student break for a total of 4 weeks.

Work may be performed between 0730 and 1530, Monday thru Friday. A minimum of 8 hours per week is required per Department of Labor Guidelines, or 384 hours per contract year. An increase or decrease in scheduling may occur depending on the number of clients and sessions which will be determined and approved by the COR. The preferred day for dental services is Tuesdays to avoid Center wide scheduling conflicts.

C.7.2 Substitution – The Contractor shall work with the COR to provide alternate work hours for any scheduled or unscheduled absences. If an agreement cannot be reached by both parties, the Contractor shall follow the procedures outlined in C.5.3 at no additional cost to the Government. If the Contractor fails to adhere, the Contractor will then be charged for any day or fraction of a day that a portion of the program remains unoccupied.

Substitutions are NOT preferred or encouraged.

C.7.3 No position shall have a substitute in excess of (1) week without prior approval of the Contracting Officer.

SECTION D—PACKAGING AND MARKING

For this Solicitation, there are NO clauses in this Section

SECTION E--INSPECTION AND ACCEPTANCE

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.arnet.gov/far/

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

FAR 52.246-1

Contractor Inspection Requirements (APR 1984)

FAR 52.246-4

Inspection of Services--Fixed-Price (AUG 1996)

SECTION F--DELIVERIES OR PERFORMANCE

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.arnet.gov/far/

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

FAR 52.242-15

Stop Work Order (AUG 1989)

AGAR 452.211-74 Period of Performance (FEB 1988) The period of performance of this contract is a base year + 4 option years.

AGAR 452.211-75 Effective Period of Contract (FEB 1988) The effective period of this contract is from date of award.

SECTION G--CONTRACT ADMINISTRATION DATA

G.1 AGAR 452.215-73 Post Award Conference (NOV 1996) A post award conference with the successful offeror will be scheduled within 10 days after the date of contract award. The conference will be held via teleconference and information will be provided by the contracting officer before the scheduled date and time.

G.2

INVOICE PROCESSING

Invoices shall be completed in accordance with contract clauses. Invoices shall be submitted to the COR for their acceptance of services rendered.

Payment shall be made in accordance with the schedule of items as shown in Section B. All other work will be considered incidental and included in the payment for the items listed in Section B. The contractor will be paid based upon the actual services provided and performed pursuant to the Statement of Work The Contractor shall forward a proper itemized invoice (see attachment III) for the services performed and accepted, at the contract rates. The invoice shall be mailed to the Contracting Officer’s Representative so that it is received by the 5th day of each month following the month services were provided. Payment shall be made monthly. One single billing shall be provided each month and shall be mailed to the attention of the designated Contracting Officer Representative (COR) to the address of the specific center where work was performed.

Cass Civilian Conservation Center

21424 N. Highway 23

Ozark, AR 72949

SECTION H--SPECIAL CONTRACT REQUIREMENTS

AGAR 452.237-74 Key Personnel (FEB 1988)

(a) The Contractor shall assign to this contract the following key personnel:

Licensed Dentist

(b) During the first ninety (90) days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph (c) below. After the initial 90-day period, the Contractor shall submit the information required by paragraph (c) to the Contracting Officer at least 15 days prior to making any permanent substitutions.

(c) The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. Proposed substitutes should have comparable qualifications to those of the persons being replaced. The Contracting Officer will notify the Contractor within 15 calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel.

PART II--CONTRACT CLAUSES

Continuation of SF1449 Block 27: The full text of a clause or provision may be accessed electronically at www.arnet.gov/far/

SECTION I--CONTRACT CLAUSES

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 (Mar 2009)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). 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—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration), 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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

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

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR 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 CCR database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Items (Apr 2009)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(2) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78)

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

__ (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).

__ (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (July 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (4) [Reserved]

_X_ (5)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-6.

__ (iii) Alternate II (Mar 2004) of 52.219-6.

__ (6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

_X_ (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

__ (8)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

_X_ (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

__ (10) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (11)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Sept 2005) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (12) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (13) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

_X_ (15) 52.219-28, Post Award Small Business Program Representation (June 2007) (15 U.S.C. 632(a)(2)).

_X_ (16) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (17) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).

_X_ (18) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (19) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (21) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

_X_ (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (23) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

_X_ (24)(i) 52.222-50, Combating Trafficking in Persons (Aug 2007) (Applies to all contracts).

__ (ii) Alternate I (Aug 2007) of 52.222-50.

_X_ (25)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)).

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

_X_ (26) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__ (27)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423).

__ (ii) Alternate I (Dec 2007) of 52.223-16.

_X_ (28) 52.225-1, Buy American Act—Supplies (June 2003) (41 U.S.C. 10a-10d).

__ (29)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (Aug 2007) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78, 108-286, 109-53 and 109-169).

__ (ii) Alternate I (Jan 2004) of 52.225-3.

__ (iii) Alternate II (Jan 2004) of 52.225-3.

__ (30) 52.225-5, Trade Agreements (Nov 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (31) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (32) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (33) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (34) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

__ (35) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X_ (36) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

__ (37) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

__ (38) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).

_X_ (39) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (40)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_X_ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

_X_ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Feb 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

__ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

__ (7) 52.237-11, Accepting and Dispensing of $1 Coin (Aug 2007) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the…