RFQ 36C24822Q0768.docx

36C24822Q0768 Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) Commerce Building 300 E. University Ave. Ste. 180 Gainesville FL 32601-3460

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center

P.O. Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Monday - Friday laboratory specimen courier services for sites listed in the SOW schedule.

Contract Period: Base POP Begin: 08-01-2022 POP End: 07-31-2023

Monday thru Thursday laboratory specimen courier services for sites listed in the SOW schedule.

Tuesday thru Friday for Perry CBOC laboratory specimen courier services as listed in the SOW schedule.

Fridays laboratory specimen courier services only for Gainesville VA, Lake City VA, and Palatka CBOC. as listed in the SOW schedule.

Monday - Friday laboratory specimen courier services for sites listed in the SOW schedule.

Contract Period: Option 1 POP Begin: 08-01-2023 POP End: 07-31-2024

Monday thru Thursday laboratory specimen courier services for sites listed in the SOW schedule.

Tuesday thru Friday for Perry CBOC laboratory specimen courier services as listed in the SOW schedule.

Fridays laboratory specimen courier services only for Gainesville VA, Lake City VA, and Palatka CBOC. as listed in the SOW schedule.

Monday - Friday laboratory specimen courier services for sites listed in the SOW schedule.

Contract Period: Option 2 POP Begin: 08-01-2024 POP End: 07-31-2025

Monday thru Thursday laboratory specimen courier services for sites listed in the SOW schedule.

Tuesday thru Friday for Perry CBOC laboratory specimen courier services as listed in the SOW schedule.

Fridays laboratory specimen courier services only for Gainesville VA, Lake City VA, and Palatka CBOC. as listed in the SOW schedule.

Monday - Friday laboratory specimen courier services for sites listed in the SOW schedule.

Contract Period: Option 3 POP Begin: 08-01-2025 POP End: 07-31-2026

Monday thru Thursday laboratory specimen courier services for sites listed in the SOW schedule.

Tuesday thru Friday for Perry CBOC laboratory specimen courier services as listed in the SOW schedule.

Fridays laboratory specimen courier services only for Gainesville VA, Lake City VA, and Palatka CBOC. as listed in the SOW schedule.

Monday - Friday laboratory specimen courier services for sites listed in the SOW schedule.

Contract Period: Option 4 POP Begin: 08-01-2026 POP End: 07-31-2027

Monday thru Thursday laboratory specimen courier services for sites listed in the SOW schedule.

Tuesday thru Friday for Perry CBOC laboratory specimen courier services as listed in the SOW schedule.

Fridays laboratory specimen courier services only for Gainesville VA, Lake City VA, and Palatka CBOC. as listed in the SOW schedule.

OPTION PERIOD UNDER FAR CLAUSE 52.217-8 – OPTION TO EXTEND SERVICES NOTE: The specified rates under this clause will be those rates in effect pursuant to the CLINs under which the contractor is currently providing services.

Monday - Friday laboratory specimen courier services for sites listed in the SOW schedule.

Contract Period: Option 5 POP Begin: 08-01-2027 POP End: 07-31-2028

OPTION PERIOD UNDER FAR CLAUSE 52.217-8 – OPTION TO EXTEND SERVICES NOTE: The specified rates under this clause will be those rates in effect pursuant to the CLINs under which the contractor is currently providing services.

Monday thru Thursday laboratory specimen courier services for sites listed in the SOW schedule.

Contract Period: Option 5

OPTION PERIOD UNDER FAR CLAUSE 52.217-8 – OPTION TO EXTEND SERVICES NOTE: The specified rates under this clause will be those rates in effect pursuant to the CLINs under which the contractor is currently providing services.

Tuesday thru Friday for Perry CBOC laboratory specimen courier services as listed in the SOW schedule.

Contract Period: Option 5

OPTION PERIOD UNDER FAR CLAUSE 52.217-8 – OPTION TO EXTEND SERVICES NOTE: The specified rates under this clause will be those rates in effect pursuant to the CLINs under which the contractor is currently providing services.

Friday’s laboratory specimen courier services only for Gainesville VA, Lake City VA, and Palatka CBOC. as listed in the SOW schedule.

Contract Period: Option 5

GRAND TOTAL

B.3 Statement of Work

COURIER SERVICES

North Florida/South Georgia Veterans Health System Pathology and Laboratory Medicine Service

The Department of Veterans Affairs, Malcolm Randall Medical Center, Gainesville, Florida, intends to award a contract for the provision of courier services. The Contractor shall provide regularly scheduled pickups of lab specimens, lab supplies, lab equipment, medical equipment, and etc. from various locations as noted below and deliver to locations throughout North Florida/South Georgia Healthcare System.

Contract Type: The government anticipates a Firm Fixed-Priced (FFP) task order being issued as a result of this solicitation.

Period of Performance:

· This contract term is for one year with four options of 12 months each from effective date of contract award.

· The contractor shall be required to begin providing supplies and services as required on effective date of contract award.

· The government has the option to increase quantity during the contractual period.

Service: Furnish all labor, tools, materials, equipment, and supervision (except as specified) necessary to provide same day courier services to be pickup from the following Community Based Outpatient Clinics (CBOC’s):

1. The Villages – 8900 SE 165TH Mulberry Lane, The Villages, FL 32162

1. Ocala – 4826 SW 49th Road, Ocala, FL 34474

1. Tallahassee – 2181 Orange Avenue East, Tallahassee, FL 32311

1. Valdosta – 348 Enterprise Drive, Suite B, Valdosta, GA 31601

1. St. Augustine – 100 Deerfield Preserve Blvd, St. Augustine, FL 32086

1. Marianna – 4970 Highway 90, Marianna, FL 32446

1. St. Mary’s – 2603 Osborne Road, Suite E, St. Mary’s, GA 31558

1. Gainesville Dermatology Clinic – 5571 SW 64TH Street, Gainesville, FL

1. Jacksonville Southpoint Clinic – 6900 Southpoint Drive, North, 4th Floor, Room 435, Jacksonville, FL 32216

1. Jacksonville University Clinic-3901 University Blvd South, Jacksonville, FL 32216

1. Waycross -515 City Blvd, Waycross, GA 31501

1. Perry-1224 Peacock Avenue, North, Perry, FL 32347

1. Jacksonville- 1536 N. Jefferson St. , Jacksonville, FL 32209

1. Palatka- 400 North State Road 19,Suite 48,Palatka, FL 32177

1. HONOR Center (Domiciliary) GNV-1604 SE 3rd Ave, Gainesville, FL 32641

1. Lake City VA Commerce Clinic- 484 SW Commerce Drive, Suite 140, Lake City, FL 32025

1. Middleburg-400 College Drive, Suite 200, Middleburg, FL 32068

And deliver to the North Florida/South Georgia Veteran’s Health System:

· Malcom Randall VA Medical Center, 1601 SW Archer Road, Gainesville, Florida 32608

· Lake City VA Medical Center, 619 South Marion Avenue, Lake City, Florida, 32025.

· Jacksonville OPC, 1536 N. Jefferson St. , Jacksonville, FL 32209

· Tallahassee OPC, 2181 Orange Avenue East, Tallahassee, FL 32311

Cargo:

Items to be transported will consist primarily of 1 (one) or as many as 3 (three) prepackaged, secured (locked) containers/coolers (dimensions in inches are 16x13x15) from each of the clinics containing lab specimens. Shipments may also include empty containers or coolers returned to the sending location. These containers/coolers will be provided by the Pathology and Laboratory Medicine Service. These containers will be marked “Bio-hazard” and tagged for identification in accordance with regulatory requirements. Shipments may also include:

· envelopes

· small boxes containing mail

· medical records

· X-ray films

· Supplies

· Reagents, each box weighing less than 60lbs/box All shipments will be clearly labeled. The VA Medical Centers (VAMC) and CBOC’s will be responsible for proper packaging and labeling.

Contractor Responsibilities:

INSURANCE REQUIREMENTS: Contractor shall MEET ALL Federal, State and Local codes regarding operation of this type of business and furnishes the required Insurance Certificates required to work on a Government installation. The contractor shall carry a minimum of $1,000,000 liability insurance. All items are to be transported in accordance with local, state and federal regulations.

EVIDENCE OF RESPONSIBILITY: Contractor must have a minimum of five years experience in blood/bodily fluid transportation, be financially responsible, and possess all the necessary equipment, licenses, and manpower necessary to perform the work specified in this contract.

PROJECT MANAGER AND ALTERNATE PROJECT MANAGER: The contractor shall appoint and provide the names, addresses and telephone numbers of the Project Manager and alternate to the CO and COR within ten calendar days following the contract award date. The contractor shall provide notice, in writing, to the CO 24 hours in advance of any change of the Project Manager or alternate. The project manager shall also have access to the computer for receiving and sending messages.

The contractor shall provide an on-site Project Manager during the normal hours of operation to act with full authority for the contractor. This individual shall be responsible for the supervision, overall administration, and coordination of the required services. The Project Manager shall be the point of contact with the government and shall have the authority to act or make decisions for the contractor.

The contractor shall designate an Alternate Project Manager to act with full authority for the contractor when the Project Manager is unable to be present, such as during absences for illness, vacation, etc.

The project manager and alternate(s) shall be able to read, write, speak, and understand English.

The CO and COR must be notified as soon as possible of changes in key personnel, i.e. project manager, account manager, or billing representative. In case of replacement of any key personnel, the same skill set must be demonstrated.

DRIVERS: All drivers shall have attained legal age (the age of 18 years) and shall maintain neat, clean and professional appearance. Drivers must be able to speak, understand and write English. All couriers transporting specimens under this contract shall possess a valid driver’s license, vehicle insurance, and registration and have two-way radios, cell phones, or pagers for communication purposes. The Contractor shall provide proof that all drivers have had training in the transportation of bio-hazardous materials. Drivers shall be licensed in accordance with the US Department of Transportation, State of Florida and the State of Georgia, to include any special licensure required for the transporting of bio-hazardous materials, if applicable.

The contractor’s personnel shall present a neat appearance and be easily recognized as a contract employee. The contractor’s employee shall wear an identification tag that includes the company’s name/logo and employee name and photograph. When required, the Contracting Officer’s Representative (COR) will contact the contractor to provide details on how to obtain a VA identification badge. Upon request, the contractor shall be responsible to send the drivers to either Gainesville VA or Lake City VA for obtaining a VA issued identification badge. Any driver going to a VA facility must wear this badge at all times while on campus.

Under no circumstances shall any person other than the driver or designated employee of the contractor handle items being transported. Driver shall go from a designated VA facility directly to another VA facility. There shall not be any non-emergent stops, for any reason, during the transport of items under this contract. Drivers shall not make any personal stops in performance of duties under this contract nor shall any unauthorized passenger accompany the driver during contract work.

A record of each employee as to character and physical capabilities of performing the duties of a courier shall be maintained by the Contractor and made available to the Contracting Officer (CO) for inspection upon request. A background check record shall be submitted to the CO when requested.

The contractor shall provide a list of driver’s names and names of alternate drivers for each route, in case of emergency. Included in the list shall be contact phone numbers or pager numbers of each driver. Updated lists shall be provided to the COR when changes have occurred.

The cargo may contain bio-hazardous material and dangerous goods. The Contractor shall certify that all individuals involved in shipping clinical specimens have been trained and tested as specified in the training requirements of 49 CFR Part 172, Subpart H. Written statements documenting Universal Precautions training, Hazardous Materials training and training that meets the laws and regulations of the US Department of Transportation and the Centers for Disease Control governing the transport of clinical specimens shall be provided to the COR annually.

VEHICLE: All vehicles used in performance of this contract shall be registered, licensed and meet the minimum vehicle requirements as mandated by the Department of Transportation. The Government reserves the right to inspect the vehicles and investigate the responsibility of contractor to perform the work outlined in the contract. The Contractor shall provide all vehicles needed to perform this effort.

Each vehicle shall have some type of identification representing the contractor and be prominently displayed. . Each vehicle shall be adequately stocked with at least one up-to-date complete “SPILL KIT” for a bio-hazard cleanup in case of leakage or accidental discharge.

The Contractor shall maintain proper temperature in vehicles to preserve medical supplies, specimens and films. There shall be climate control in the vehicles, so that the internal vehicle temperature can be maintained at a temperature between 65°F and 85°F. The vehicle shall meet the requirement that all efforts shall be made to assure that all items are delivered upright, without spoilage/damage from temperature conditions, rough handling and/or negligence. Avoid situations/conditions where the container can be a projectile object in case of sudden breaking of the vehicle.

The vehicles shall not be abandoned between transports from facility to destination. Specimens will not be left in an unsecured vehicle at anytime.

SPECIFIC TASKS: All in-coming containers/coolers will be placed in a designated area. All outgoing containers/coolers in the designated outgoing area must be delivered to the appropriate location the same working day. Vehicle requirements must be met to accommodate the transport of multiply containers/coolers. No containers are to be stored overnight in the vehicle or at a residence. All containers provided are property of the North Florida/South Georgia Veterans Health System.

Occasionally, the Contractor shall be required to furnish dry ice for transportation prior to arrival at the pickup site. Dry ice is most often used to transport certain specimens and is not expected on a routine basis.

CONFIDENTIALITY OF RECORDS: Contractor shall ensure the confidentiality of all patient information and records being transported and will be held liable in the event of a breach of confidentiality. The Contractor shall comply with the provisions of the Federal Privacy Act of 1974 (Public Law 93-579) and Public Law 104-191, Health Insurance Portability and Accountability Act (HIPAA) of 1996. This includes both the Privacy and Security Rules published by the Department of Health and Human Services (HHS).

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards and VA Directives and Handbooks as VA and VA personnel regarding information. Submitting required privacy training documentation is required to the COR annually.

REPORTABLE INCIDENTS: Contractor shall furnish a written report should any delivery incidents occur. This report shall be delivered to the CO within 24 hours of the incident. Incidents/actions involving laboratory specimens must be reported immediately to the COR. Incidents/actions involving breach of patient records or patient identifiable information must be reported immediately to either the VA Information Security Officer or the VA Privacy Officer.

QUALITY CONTROL AND ASSURANCE: The contractor or designee shall notify the COR or Points of Contact within 2 hours by phone if conditions exist which may affect their ability to perform contract requirements. The contractor shall provide a contingency plan for problems which may be experienced in the transport time frame (i.e. break down or accident, inclement weather) which allows for same day pick up and delivery to and from the designated sites.

COR for this contract is Susan Chun, Ancillary Testing Coordinator, NF/SG VHS Contact information: email: susan.chun@va.gov Phone: (352) 376-1611 x105819 Cell Phone: (352) 275-9201

The contractor shall provide a plan for recovery in the event of theft, damage, climate concerns and delay of safe transport. In the case of inclement weather or unforeseen circumstances, and no courier service was provided, an 8 hr notice will be provided to the contractor. The contractor will not receive payment for services not rendered.

The Program Manager, COR, shall be notified at the earliest time available, but no later than the next business day, via phone and email of contractor’s knowledge of any conditions which may adversely affect the contractor’s ability to perform under the terms and conditions as stated in the specifications of this requirement. For example, union strikes, vehicle problems, licenses, or anything that might jeopardize the terms and conditions of this contract should be reported to the CO.

The contract must have the capability of tracking specimens and other items from pick up location to delivery location. The routing form must include driver’s name, date and time of pickup and delivery. Original route sheets have to be included in the monthly invoice. All documentation for billing should include date, time and person delivering the containers/coolers.

TRAINING RECORDS: The contractor will furnish documentation for safety training for transporting bio-hazardous material and Privacy Training yearly to the COR.

The Contractor shall provided annual verification for training in accordance with Joint Commission on Accreditation of Health Care Organizations (JCAHO), Occupational Safety and Health Administration (OSHA), Veterans Health Administration Health Insurance Portability and Accountability Act (HIPAA) and 49 CFR Part 172, Subpart H.

Contracting Officer’s Responsibilities:

The CO is the only person authorized to approve changes or modify any of the requirements for this contract. The CO is the only authorized person to make a commitment or issue changes which will affect price, quantity or quality of performance within this contract. In event the Contractor affects such change at the direction of any person other than the CO, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof.

The Service Contract Act applies to this requirement and the appropriate SCA Wage Determination is attached. All applicable employees performing under this contract shall be paid in accordance with the SCA.

Quality Assurance and Surveillance Plan (QASP):

Including written report from contractor As received

Pickup/delivery schedule:

Pick up and deliveries shall be made from each clinic, twice per day (Monday-Friday-unless otherwise specified) except on Federal Holidays (as observed) requiring approximately 502 pick-ups per clinic per year. OFFICE HOURS ARE 8 AM UNTIL 4:30 PM, MONDAY THROUGH FRIDAY.

Government Observed Holidays:

New Year’s Day Martin Luther King’s Birthday Washington’s Birthday Memorial Day Juneteenth National Independence Day Independence Day Labor Day Columbus Day Veteran’s Day Thanksgiving Day Christmas Day

Palatka, Perry, St. Mary’s and Waycross are clinics with a compressed work schedule. In lieu of holiday schedule shall be provided for each year, as no courier service would be necessary on those days.

The following schedule shall be met to allow the outpatient clinics time to gather and package lab specimens for shipment (net = no earlier than, nlt = no later than):

CLINIC PICK-UP SITE

(Monday thru Friday)

CLINIC PICK-UP SITE

(Monday thru Thursday)

CLINIC PICK-UP SITE

(Tuesday thru Friday)

CLINIC PICK-UP SITE

(Friday only)

The Contractor shall give prior notification to each clinic at the phone numbers indicated below if the scheduled pick-up time cannot be met for any reason.

Points of Contact:

Gainesville VAMC

1. Deliver all lab specimen containers/coolers to the main lab located in room E126 on the first floor.

1. Deliver all other items to the Medical Administration Assistant (MAA) desk located in the Emergency Room Lobby. The Lab and MAA desk are in close proximity.

Lake City VAMC:

· Deliver all lab specimen containers/coolers to the main lab located on the 3rd floor.

Tallahassee OPC

· Deliver all lab specimen containers/coolers to the main lab located on the 1st floor

Jacksonville OPC

· Deliver all lab specimen containers/coolers to the main lab located on the 2nd floor

The Contractor shall pick up all empty containers/coolers and other items from the delivery site and return them to the specified clinic locations at their next scheduled pick-up date/time. Coolers/containers can remain at a designated VA site. No coolers/containers can be stored in the contractor’s vehicle or off site location overnight or on the weekends.

SECTION C - CONTRACT CLAUSES

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.1 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):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.2 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021)

(a) Definitions. As used in this clause— Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures. (1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of Clause) C.3 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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 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 Federal Acquisition Regulation (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 FAR 32.608-2 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.

(End of Clause)

C.4 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require…