B08 140L0620Q0076 Full Combined-Synopsis Solicitation.pdf

Pursuant to Federal Acquisition Regulation (FAR) 12.603(a) and 13.106, the Contracting Officer is issuing a combined synopsis/solicitation for the acquisition of veterinary services for the Wild Horse Burro Program

(WHBP).

(i) This is a combined synopsis/solicitation for the acquisition of commercial services prepared in accordance with the format in FAR Subpart 12.6 and 13.1, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued.

(ii) Solicitation Number 140L0620Q0076 is being issued as a Request for Quote (RFQ). This solicitation will utilize the policies contained in FAR Part 12 in conjunction with the policies and procedures for solicitation evaluation and award prescribed in FAR Part 13, Simplified Acquisition Procedures, as appropriate for this acquisition.

(iii) The solicitation document and incorporated provisions and clauses are those in effect through

Federal Acquisition Circular 2020-07 effective August 3, 2020.

(iv) This solicitation is being issued as a 100% total small business set-aside. The North American Industry Classification System (NAICS) code associated with this solicitation is 541940, titled Veterinarian Services with a size standard of $8,000,000.00.

(v) See the attached statement of work for detailed requirements (Attachment 1). The price schedule to be completed and returned with your quote is provided as a separate document (Attachment 2).

(vi) The services to be acquired through this combined synopsis/solicitation are for veterinary services for the WHBP in accordance with the statement of work (Attachment 1).

(vii) Performance location is detailed in the attached statement of work (Attachment 1). The base performance period is October 1, 2020 through September 30, 2021. The four (4), 12-month option periods will be from October 1, 2021 through September 30, 2025.

(viii) FAR Provision 52.212-1, Instructions to Offerors – Commercial, applies to this acquisition.

Potential offerors shall read and comply with all terms and conditions, see Attachment 5 – Addendum FAR 52.212-1, Additional Instructions.

(ix) FAR 52.212-2, Evaluation – Commercial Items, applies to this acquisition, see Attachment 4 for detailed evaluation criteria. The basis of award will be best value source selection based upon an integrated assessment of Factor 1: Technical Capabilities, Factor 2: Past Performance (see Attachment 6 for Past Performance References Document), and Factor 3: Price. The Government anticipates making one (1) contract award to the acceptable, responsible offeror whose offer quote conforming to the solicitation will be most advantageous to the Government.

(x) Offerors shall ensure that their Representations and Certifications are up to date in the System for Award Management (SAM) which can be accessed through https://www.sam.gov. Offerors shall ensure that this acquisition NAICS Code of 541940 is listed in FAR 52.212-3, Offeror https://www.sam.gov/

Representations and Certifications – Commercial Items. Offerors that do not have access to SAM shall print the full FAR Provision 52.212-3 and complete the required entries and include with their quote.

(xi) FAR Clause 52.212-4, Contract Terms and Conditions – Commercial Items applies to this acquisition. See this clause for additional FAR Clauses marked with “X” showing they are applicable to this acquisition (Attachment 3 - Clauses).

(xii)FAR Clause 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items, applies to this acquisition. See Attachment 3 - Clauses, FAR Clause 52.212-5 for additional information.

(xiii) Additional FAR clauses that apply to this acquisition are provided in Attachment 3 - Clauses.

All FAR clauses will be incorporated into the successful offerors’ contract award. Additional provisions that apply to this acquisition are provided at Attachment 4 - Provisions. These provisions are incorporated into this solicitation but will not be incorporated into the successful offerors’ contract award.

(xiv) The Defense Priorities and Allocations System (DPAS) does not apply to this acquisition.

(xv)Quotes are due no later than Monday, September 14, 2020 10:00 a.m. MT. Quotes shall be submitted via electronic mail to the point of contacts listed below.

(xvi) Interested parties may submit questions relating to this solicitation via electronic mail to the point of contacts listed in section (xvi) and are due no later than 10:00 a.m. MT, 10 days after combined synopsis/solicitation issuance.

The following individuals are points of contact for this combined synopsis/solicitation.

Theresa Coffenberry Contracting Officer Department of Interior Bureau of Land Management National Operations Center tcoffenberry@blm.gov

Shannon Barnhill Contract Specialist Department of Interior Bureau of Land Management National Operations Center Denver, CO 80225 sbarnhill@blm.gov

The following sections and attachments are hereby incorporated into this combined synopsis/solicitation and are provided as attachments to 140L0620Q0076.

Attachment 1 – Statement of Work Appendix 1 - Supplies used at facilities supplied by the Government Appendix 2 - Inspection Report Appendix 3 - Wild Horse and Burro Coggins Test Record and Inventory Sheet Appendix 4 - National WH&B Facility at Palomino Valley - Death Report

Attachment 2 – Price Schedule Attachment 3 – Clauses mailto:tcoffenberry@blm.gov mailto:sbarnhill@blm.gov

Attachment 4 – Provisions Attachment 5 – Addendum FAR 52.212-1, Additional Instructions Attachment 6 – Past Performance References

Table of Contents

Attachment 1 – Statement of Work……………………………………………………………………………...Page 5

Appendix 1 - Supplies used at facilities supplied by the Government………………………………..Page 12

Appendix 2 - Inspection Report……………………………………………………………………….Page 13

Appendix 3 - Wild Horse and Burro Coggins Test Record and Inventory Sheet……………………..Page 14

Appendix 4 - National WH&B Facility at Palomino Valley - Death Report…………………………Page 15

Attachment 2 – Price Schedule…………………………………………………………………………………Page 16

Attachment 3 – Clauses…………………………………………………………………………………………Page 20

Attachment 4 – Provisions……………………………………………………………………………………...Page 37

Attachment 5 – Addendum FAR 52.212-1, Additional Instructions…………………………………………...Page 61

Attachment 6 – Past Performance References………………………………………………………………….Page 65

VETERINARY SERVICES AT THE PALOMINO VALLEY

AND FALLON, NEVADAWILD HORSE CENTERS

NATIONAL OPERATIONS CENTER

DEPARTMENT OF INTERIOR

BUREAU OF LAND MANAGEMENT

DENVER FEDERAL CENTER

Attachment 1 - Statement of Work

1. Background: The contractor shall provide routine veterinary services on an as needed basis at the Palomino Valley Corrals (PVC), Sparks, Nevada and the Indian Lakes Road Wild Horse and Burro facility in Fallon, NV. PVC is located 22 miles northwest of Reno, Nevada (take Pyramid Highway north and turn right on Ironwood Drive). The Indian Lakes Road facility is located 7 miles North of Hwy 50 and Rio Vista Dr. in Fallon NV. The contract veterinarian shall be the primary veterinarian for both facilities and shall be responsible to perform veterinary duties associated with each facility. However, it is anticipated that there will be times when the veterinarian is needed at both locations on the same day or days. This is due to BLM’s Wild Horse and Burro gather schedule which needs to remain flexible in order to accomplish gathers and removals which occur throughout the year. Therefore, the primary contract veterinarian shall provide a relief/backup veterinarian and/or veterinarians to perform veterinary duties at either facility that the primary contract veterinarian deems necessary during these times. The workload will vary seasonally at each facility with the peak occurring between July and April. At times services will be required seven days a week at either location. Workload can be expected to vary depending on gather activity and the health of the population of animals held at either facility location. The average number of horses over the past 5 years at PVC facility has been approximately1200 head with a maximum capacity of 1850 head. The lowest number of horses has been approximately 30 head. The average number of horses at the Fallon Facility over the past 5 years has been approximately 2,200 head with a maximum capacity of 3,200 head. A veterinarian must be available at either location within 1 (one) hour of notification. The name, address and telephone number of the primary and relief/back-up veterinarian must be provided. The duties and minimum qualifications require a veterinarian licensed in the State of Nevada, USDA accredited for issuing interstate health certificates, one year of experience with equines. Approximately 60% of the estimated workload is for animal preparation for adoption. The remaining 40% of the workload for veterinarian services includes but is not limited to the treatment categories identified in the price schedule (attachment 2). The Wild Horse and Burro program can be subject to national scrutiny from horse advocacy groups and individuals that will require providing detailed reporting on overall animal health, individual tracking veterinary diagnoses and treatment.

The animal preparation for adoption process involves:

De-worming Freeze marking & tagging Microchipping Aging Vaccination Drawing Blood Samples for equine infection anemia and preparing the documentation for submission to the State Animal Disease Control lab.

The animal health care program is to be developed and supervised by the veterinarian and established protocol. Individual tasks can be completed by BLM personnel as prescribed and/or in cooperation with the facility veterinarian. The spirit of team cooperation is essential between the veterinarian and BLM personnel in order to accomplish these tasks.

The following tasks listed below are to be performed only by the veterinarian on staff as they involve controlled substances only to be handled or administered by a licensed veterinarian and/or are mandated by Federal and State regulations.

• All Castrations

• All Surgeries

• Drawing Blood Samples for equine infection anemia and preparing the documentation for submission to the State Animal Disease Laboratory

• Euthanasia via chemical injection

• X-rays

• Hoof Abscesses, cuts and wounds

• Trim feet (sedation only)

• Misc. lameness

• Laboratory test fees

• Colic

BLM personnel reserve the right to complete the tasks listed below under the direction and cooperation of the facility veterinarian.

• Euthanasia via gun shot

• Deworming

• Vaccinations

• Aging

• Treatment/care of sick or injured animals (i.e. administer antibiotics, pain or inflammatory medicines, vaccinations)

• Microchipping

BLM personnel assists the Contractor by furnishing supplies, (identified on attachment 1) and by performing services to restrain animals for the veterinarian by mutually agreed to procedures, considering BLM policies, as identified by BLM, in order to protect the health and welfare of all associated personnel and the wild equine being treated. BLM may perform services in the care and treatment of equine, under the guidance of the veterinarian, at the Contracting Officer Representative (COR) discretion. For example, after veterinarian examination, BLM may administer penicillin and/or vaccines.

2. General veterinary services to be performed are as follows:

a. Contractor shall dispose of all infectious waste materials in BLM provided containers according to Washoe and Churchill County District Health and OSHA (1910.1030) regulations. The cost of furnishing the containers and removal/disposal of the containers is covered by BLM.

b. When the use of needles is required (i.e. vaccinating, drawing blood) a sterile needle shall be used for each animal. Disposal of all sharps and syringes in BLM provided containers will be in accordance with Washoe and Churchill County District Health and OSHA (1910.1030) regulations.

3. Specific veterinary services to be performed are as follows:

a. Inspect all equines upon their arrival to PVC and Fallon within the time frame determined by the COR. An inspection report shall be prepared by the veterinarian which shall be proved to the COR at the end of that specific inspection. See Appendix 2 for a copy of the Inspection Report.

b. Draw, prepare, and ship blood samples to the State Animal Disease Control Lab for testing of equine infectious anemia. Blood to be handled in accordance with Washoe County District Health and 1910.1030 regulations. The document preparation involves the Coggins Test Record and Inventory Sheet (See Appendix 3). The written test results shall be given to the COR.

c. Control internal parasites. De-wormer products to be administered by veterinarian or PVC personnel, under advice of veterinarian (Product to be provided by BLM).

d. Treat sick and injured horses and burros and advise BLM personnel in the administration of continued treatment (eg. administration of penicillin). A record for each injured or sick animal treated shall be prepared and maintained in a BLM provided spiral notebook. This notebook shall be titled "Sick and Injured Horse and Burro Record". The record shall include animal tag number and herd area (if herd area information is available) and any drugs, treatments and/or tests administered.

e. Diagnose sick horses and burros for treatments that can be administered by BLM personnel.

f. Issue health certificates for interstate shipment of horses and burros.

g. Provide in writing on the BLM provided form titled "Death Report", the probable cause of death of horses or burros that die at or in route to the facility. This form shall be provided to the COR upon its completion. See Appendix 4 for a copy of the form.

h. Humanely euthanize wild horses and burros when necessary and provide a written report to the COR on the reason. In non-emergency situations, a decision to euthanasia will be made jointly by the COR and veterinarian. In emergency situations, either has the authority to euthanasia.

i. Collect tissue samples for postmortem examination as directed by the COR.

j. Geld stallions by the accepted method prescribed by the American Association of

Equine Practitioners (AAEP). Veterinarian shall furnish accepted equipment to complete task. The address and phone number of the AAEP is 4075 Iron Works Parkway, Lexington, KY 40511; (459) 233-0147.

k. Vaccinate against respiratory and other infectious diseases and advise BLM personnel in the inoculation process.

l. The veterinarian shall have access to a portable x-ray machine and perform the services required to obtain x-rays on an as needed basis.

m. The veterinarian shall advise BLM and present to the COR, throughout the life of this contract, a pro-active health care plan for the approach to be used in maintaining good health and containing and preventing the spread of disease in equines.

n. The veterinarian shall perform treatments for miscellaneous lameness on an as needed basis. The Contractor's quote shall specify the types of miscellaneous lameness that shall be covered for the fixed unit price stated in the schedule.

o. The veterinarian shall perform miscellaneous surgeries (including hernia repairs) on an as needed basis. The Contractor's quote shall specify the types of surgeries that shall be covered for the fixed unit price stated in the price schedule (Attachment 2).

4. Post-Award Conference:

A post-award conference will be held at the PVC on the first day veterinary services are required after contract award. The primary veterinarian and the backup veterinarian shall attend. This conference may span several working days and is intended to inform the veterinarian of the operation protocol of PVC.

5. Government Furnished Supplies and Labor:

The Government furnishes the supplies as identified in Appendix 1 - Supplies furnished by BLM, as well as the personnel to perform treatment on animals as directed by the veterinarian. The Contractor is not authorized to acquire any real or personal property at the Government's expense under this contract.

6. Contractor Furnished Supplies/Equipment

X-ray machine will be provided by the veterinarian in the instance that one is necessary for determining the cause of illness and/or lameness of an animal.

7. Scheduling Performance

Performance under this contract shall be subject to the following procedure:

a. The Contractor shall incur costs under this contract only in the performance of services in accordance with the statement of work. No other costs are authorized without the express prior written consent of the Contracting Officer.

b. Services under this contract are a fixed unit price. All service requirements will be scheduled through the Contracting Officer Representative.

c. The Contracting Officer Representative designated for this contract is as follows:

To be determined Palomino Valley Corral Sparks, NV

8. Key Personnel (To Be Determined during negotiations. Individual names shall be included in the resultant contract)

The contractor identified key personnel, see the table below. The personnel listed below are considered essential to the work being performed hereunder. The contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The contractor shall submit a written request, to include justification and proposed substitution to the contracting officer 15 working days in advance. The contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitution, complete information as required by the below table, and any additional information requested by the contracting officer. Proposed substitutions should have comparable qualifications to those being replaced. No change in personnel shall be made by the Contractor without the prior written consent of the Contracting Officer. However, in urgent situations, as determined or agreed to by the contracting officer and/or COR, a verbal request to substitute key personnel may be approved. The contracting officer will notify the contractor within 10 calendars after receipt of all required information of the decision on substitutions. Upon written or verbal approval, the below table listing key personnel shall only be revised by modification to contract. In the event the proposed substitution of key personnel does not meet or exceed qualifications of the personnel being replaced, the Government reserves the right to disapprove and require another substitution of acceptable replacements for the individuals specified below.

Name Position/Labor Category

License Number

Primary Veterinarian Backup Veterinarian

9. Responsibilities of BLM

a. BLM will provide all equipment (i.e., chute, corrals, whip flags, ropes, etc.) necessary to perform these veterinarian services to ensure safety to the animals and all personnel whether government or contract.

b. BLM representative will provide the following information to the contractor:

1. Number of horses to be prepped, vaccination boostered and/or gelded and scheduled days to perform the work.

2. The need for any vaccines to be provided to the contractor prior to doing any preparation work.

c. BLM will provide for the maintenance and upkeep of BLM equipment used by the contractor for use in doing any veterinarian work at the facility. The contractor should notify the PI or COR of any observed equipment problems that need attention.

LIST OF APPENDICES

Appendix 1 - Supplies furnished by BLM (1 page)

Appendix 2 - Inspection Report (1 page)

Appendix 3 - Wild Horse and Burro Coggins Test Record and Inventory Spreadsheet

Appendix 4 - National WHB Facility at Palomino Valley - Death Report (1page)

Supplies used at facilities supplied by the Government

• 6-Way Vaccine

• Streptococcus Vaccine

• Rabies Vaccine

• Dewormer Medication products

• Injectable and Oral Antibiotics ( Penicillin , Sulfadimethoxine)

• Probios paste

• Electrolytes

• Farrier tools

• Needles – 18 x1.5 gauge

• Needles – 16 x 1.5 gauge

• 3cc syringes w/ 20 x 1.5 gauge needles

• 12cc syringes

• 35cc Syringes

• 60cc Syringes

• Blood Tubes

• Spiral notebooks for billing and animal record keeping

Appendix 1 - Supplies used at facilities supplied by the Government 12

Appendix 2 - Inspection Report 13

Form ADL-100 WILD HORSE BURRO COGGINS TEST RECORD AND INVENTORY SHEET Page __ of __ Version 11/14

BUREAU OF LAND MANAGEMENT Capture Date:_____ ______ PREP FACILITY:

NATIONAL WILD HORSE AND BURRO CENTER

P.O. BOX 3270 SPARKS NV 89432 Bleed date : ____________ _ Brands by :

COMPLETE FREEZEMARK

YEAR NECK FACE RIGHT RIGHT LEFT LEFT FACE

HMA FOALED SERIES TAG # SEX WHORLS FRONT HIND FRONT HIND MARKING COLOR SIGNALMENT KEY Height

REMARKS: lab use only _______________________________________ date received: ____________________Date Read:______________

Signature of Accredited Veterinarian/date # Negative ____________________Accession #_____________

Nevada State Animal Disease Laboratory

Signature of Accredited Veterinarian/Date 405 S. 21st Street Sparks,Nevada 89431 (775-353-3718) Certified By:______________________

Appendix 3 - Wild Horse and Burro Coggins Test Record and Inventory Sheet 14

Appendix 4 - National WH&B Facility at Palomino Valley - Death Report 15

Attachment 2 – Price Schedule

Base Year: October 1, 2020 - September 30, 2021

ITEM NO. DESCRIPTION OF SERVICES EST.

QTY UNIT UNIT

PRICE TOTAL

00010 Veterinarian Services, as set forth in the Statement of Work, 1 through 3. This includes veterinary/ animal health reports

1800 Hours

Fee call, (facilities located in Fallon and Palomino Valley, NV) 225 Fee

Call A Castrate 1 to 4 years old 1500 Head

Castrate 5 years and older 1500 Head Castrate Cryptorchids 75 Head

Colic 50 Head Hoof Abscesses, Cuts and Wounds 100 Head

Trim Feet (Sedation Only) 20 Head Euthanasia 200 Head

X-rays 5 Head Misc. Lameness 10 Head

Misc. Surgeries, Including Hernia Repair 50 Head Laboratory Tests Fees 25 Head

B Backup Veterinarian Services provided by the primary Veterinarian. 500 Hours

Fee call of backup Veterinarian. (facilities located in Fallon and Palomino Valley, NV) 60 Fee

Call

Total for Base Period

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

ITEM NO. DESCRIPTION OF SERVICES EST.

QTY UNIT UNIT

PRICE TOTAL

00020 Veterinarian Services, as set forth in the Statement of Work, 1 through 3. This includes veterinary/

Call A Castrate 1 to 4 years old 1500 Head

Castrate 5 years and older 1500 Head Castrate Cryptorchids 75 Head

Colic 50 Head Hoof Abscesses, Cuts and Wounds 100 Head

Trim Feet (Sedation Only) 20 Head Euthanasia 200 Head

X-rays 5 Head Misc. Lameness 10 Head

Misc. Surgeries, Including Hernia Repair 50 Head Laboratory Tests Fees 25 Head

B

Total for Option Period 1

Option Period 2: October 1, 2022 – September 30, 2023

QTY UNIT UNIT

PRICE TOTAL

00030 Veterinarian Services, as set forth in the Statement of Work, 1 through 3. This includes veterinary/

Call A Castrate 1 to 4 years old 1500 Head

Castrate 5 years and older 1500 Head Castrate Cryptorchids 75 Head

Colic 50 Head Hoof Abscesses, Cuts and Wounds 100 Head

Trim Feet (Sedation Only) 20 Head Euthanasia 200 Head

X-rays 5 Head Misc. Lameness 10 Head

Misc. Surgeries, Including Hernia Repair 50 Head Laboratory Tests Fees 25 Head

B

Total for Option Period 2

Option Period 3: October 1, 2023 – September 30, 2024

QTY UNIT UNIT

PRICE TOTAL

00040 Veterinarian Services, as set forth in the Statement of Work, 1 through 3. This includes veterinary/

Call A Castrate 1 to 4 years old 1500 Head

Castrate 5 years and older 1500 Head Castrate Cryptorchids 75 Head

Colic 50 Head Hoof Abscesses, Cuts and Wounds 100 Head

Trim Feet (Sedation Only) 20 Head Euthanasia 200 Head

X-rays 5 Head Misc. Lameness 10 Head

Misc. Surgeries, Including Hernia Repair 50 Head Laboratory Tests Fees 25 Head

B

Total for Option Period 3

Option Period 4: October 1, 2024 – September 30, 2025

QTY UNIT UNIT

PRICE TOTAL

00050 Veterinarian Services, as set forth in the Statement of Work, 1 through 3. This includes veterinary/

Call A Castrate 1 to 4 years old 1500 Head

Castrate 5 years and older 1500 Head Castrate Cryptorchids 75 Head

Colic 50 Head Hoof Abscesses, Cuts and Wounds 100 Head

Trim Feet (Sedation Only) 20 Head Euthanasia 200 Head

X-rays 5 Head Misc. Lameness 10 Head

Misc. Surgeries, Including Hernia Repair 50 Head Laboratory Tests Fees 25 Head

B

Total for Option Period 4

TOTAL CONTRACT VALUE:___________________________________________

Item No. A: Includes only veterinarian supplies/drugs required to perform the services described in the statement of work and/or covered in the treatment categories shown above. Hourly rate will not be included, as the cost is included in Item No. 00010, 00020, 00030, 00040 and 00050 for hourly veterinarian services. Any services not covered in the statement of work or in the treatment categories above shall be purchased by separate purchase order and approved by the COR or PI. The contractor must have all necessary supplies and drugs available for treatment on site during designated treatment days. Offeror should consider time efficiencies in considering drugs to be utilized.

Note: The quantities listed above are estimates only and are not guaranteed by the Government. They are also the maximum quantities to be ordered for each period. Quantities are based on actual historical quantities ordered in previous years.

Item No. B: All supplies will be provided by the primary veterinarian.

Note: The Unit "Head" means each time the animal is treated.

Note: Offeror must propose on all line items listed above to be considered eligible for award.

Attachment 3 - Clauses

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):

https://www.acquisition.gov/browse/index/far

The following clauses are incorporated by reference

52.203-3 Gratuities (Apr 1984)

52.203-17, Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (Jun 2020) (DEVIATION 2017-02)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011)

52.204-13 System for Award Management Maintenance. (Oct 2018)

52.204-18 Commercial and Government Entity Code Maintenance. (Aug 2020)

52.204-19 Incorporation by Reference of Representations and Certifications. (Dec 2014)

52.217-8 Option to Extend Services. (Nov 1999)

52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (Dec 2013)

52.237-2 Protection of Government Buildings, Equipment, and Vegetation. (Apr 1984)

52.237-7 Indemnification and Medical Liability Insurance. (Jan 1997)

52.245-1 Government Property. (Jan 2017)

52.245-9 Use and Charges. (Apr 2012)

52.246-4 Inspection of Services-Fixed-Price. (Aug 1996)

The following clauses are provided in full text

52.212-4 Contract Terms and Conditions-Commercial Items (Oct 2018)

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

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

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g)Invoice. (1)The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i)Name and address of the Contractor;

(ii)Invoice date and number;

(iii)Contract number, line item number and, if applicable, the order number;

(iv)Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v)Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi)Terms of any discount for prompt payment offered;

(vii)Name and address of official to whom payment is to be sent;

(viii)Name, title, and phone number of person to notify in event of defective invoice; and

(ix)Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x)Electronic funds transfer (EFT) banking information.

(A)The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B)If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C)EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2)Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i)Payment.- (1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i)Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A)Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B)Affected contract number and delivery order number, if applicable;

(C)Affected line item or subline item, if applicable; and

(D)Contractor point of contact.

(ii)Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i)All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A)The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.

chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1)The schedule of supplies/services.

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

(3)The clause at 52.212-5.

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

(5)Solicitation provisions if this is a solicitation.

(6)Other paragraphs of this clause.

(7)The Standard Form 1449.

(8)Other documents, exhibits, and attachments.

(9)The specification.

(t)[Reserved]

(u)Unauthorized Obligations. (1)Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti- Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i)Any such clause is unenforceable against the Government.

(ii)Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii)Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2)Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v)Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Aug 2020)

(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) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (JUL 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_203-19 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#id189A70O0P1N https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#unique_1968408723 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062680 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1048661 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1048698 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

(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 (JUNE 2020), with Alternate I (OCT 1995) ( 41U.S.C.4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_x_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

_x_ (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

_x_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

_x_ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

__ (ii) Alternate I (MAR 2020) of 52.219-3.

__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (MAR 2020) of 52.219-4.

__ (13) [Reserved]

_x_ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (MAR 2020) of 52.219-6 (15 U.S.C. 644)

(DEVIATION 2019-01)

__ (ii) Alternate I (MAR 2020) of 52.219-6 .

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (MAR 2020) (15 U.S.C. 644).

https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063319 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063504 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063607 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1064087 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1064214 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1064243 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062590 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1062651 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057314 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057314 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057352 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057352 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057393 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057393 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057393 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1057419

__ (ii) Alternate I (MAR 2020) of 52.219-7.

_x_ (16) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (JUN 2020) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (NOV 2016) of 52.219-9.

__ (iii) Alternate II (NOV 2016) of 52.219-9.

__ (iv)Alternate III (JUN 2020) of 52.219-9.

__ (v)Alternate IV (JUN 2020) of 52.219-9

__ (18) (i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

(ii) Alternate I (MAR 2020) of 52.219-13.

_x_ (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15 U.S.C. 657f).

_x_ (22) (i) 52.219-28, Post Award Small Business Program Representation (MAY 2020) (15 U.S.C. 632(a)(2)).

(ii) Alternate I (MAR 2020) of 52.219-28.

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (MAR 2020) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Mar2020) (15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR…