Solicitation - FA558721Q0112.pdf

Combined Synopsis/Solicitation

FA558721Q0112

Mobile Magnetic Resonance Imaging (MRI) Unit and Technical Support Personnel Services Combined/Synopsis Solicitation

IAW FAR 12.603

This is a combined synopsis/solicitation for commercial services prepared in accordance with the format in FAR Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. This solicitation is issued as a Request for Quotes (RFQ), in accordance with FAR Parts 12 and 13. This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular FAC 2021-07, effective 10 September 2021.

Solicitation number: FA558721Q0112 North American Industry Classification System Code (NAICS): 621512 Size standard: $16,500,000 Type of set-aside: N/A – Full and Open Competition

The contractor shall complete all of the required deliverables to provide a Mobile Magnetic Resonance Imaging (MRI) unit and technical support personnel trained to perform outpatient and inpatient MRI studies and scans for United States Government beneficiaries for the 48th Medical Support Squadron at RAF Lakenheath, England, in accordance with the Performance Work Statement (PWS) dated 26 February 2021.

See Page 3 for CLIN structure, description of requirements and periods of performance.

Provision 52.212-1, Instructions to Offerors – Commercial (Jun 2020), applies to this acquisition.

Addendum to 52.212-1, Instructions to Offerors – Commercial, applies to this acquisition.

Provision 52.212-2, Evaluation – Commercial Items (Oct 2014), applies to this acquisition.

Addendum to 52.212-2, Evaluation – Commercial Items, applies to this acquisition.

Provision 52.212-3, Offeror Representations and Certifications – Commercial Items (Feb 2021), or a CAGE code proving an active System for Award Management registration, shall be submitted with all quotes.

Clause 52.212-4, Contract Terms and Conditions – Commercial Items (Oct 2018), applies to this acquisition.

Clause 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items (Jan 2021), applies to this acquisition.

Quotes must be received no later than 1400 British Summer Time, 06 October 2021, via electronic copy to the 48th Contracting Squadron, ATTN: SrA Ashley Joyner Mendes, Contract Specialist, ashley.joyner_mendes@us.af.mil and Ms. Maria Calimlim, Contracting Officer, maria.calimlim@us.af.mil.

Solicitation/Contract Form

Supplies or Services and Prices/Cost

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

Mobile MRI - Base Period Period of Performance: 1 NOV 2021 - 31

OCT 2022

Provide MRI service equipment and personnel IAW Performance Work Statement Product Service Code: Q522 Firm Fixed Price

12 Months

Option Line Item

Mobile MRI - Option Period 1 Period of Performance: 1 NOV 2022 - 31

OCT 2023

Provide MRI service equipment and personnel IAW Performance Work Statement Firm Fixed Price

12 Months

Option Line Item

Mobile MRI - Option Period 2 Period of Performance: 1 NOV 2023 - 31

OCT 2024

Provide MRI service equipment and personnel IAW Performance Work Statement Firm Fixed Price

12 Months

Option Line Item

Mobile MRI - Option Period 3 Period of Performance: 1 NOV 2024 - 31

OCT 2025

Provide MRI service equipment and personnel IAW Performance Work Statement Firm Fixed Price

12 Months

Option Line Item

Mobile MRI - Option Period 4 Period of Performance: 1 NOV 2025 - 31

OCT 2026

Provide MRI service equipment and personnel IAW Performance Work Statement Firm Fixed Price

12 Months

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.229-7006 Value Added Tax Exclusion (United Kingdom) 2011-12

DFARS Clauses Incorporated by Full Text

252.229-7001 Tax Relief. 2020-04

Basic. As prescribed in 229.402-70(a) and (a)(1), use the following clause:

TAX RELIEF-BASIC (APR 2020)

(a) Prices set forth in this contract are exclusive of all taxes and duties from which the United States Government is exempt by virtue of tax agreements between the United States Government and the Contractor's government. The following taxes or duties have been excluded from the contract price:

NAME OF TAX: ____(Offeror insert) RATE (PERCENTAGE): ____(Offeror insert)

(b) Invoices submitted in accordance with the terms and conditions of this contract shall be exclusive of all taxes or duties for which relief is available. The Contractor's invoice shall list separately the gross price, amount of tax deducted, and net price charged.

(c) When items manufactured to United States Government specifications are being acquired, the Contractor shall identify the materials or components intended to be imported in order to ensure that relief from import duties is obtained. If the Contractor intends to use imported products from inventories on hand, the price of which includes a factor for import duties, the Contractor shall ensure the United States Government's exemption from these taxes. The Contractor may obtain a refund of the import duties from its government or request the duty-free import of an amount of supplies or components corresponding to that used from inventory for this contract.

(End of clause)

Description/Specifications/Statement of Work

Mobile Magnetic Resonance Imaging (MRI) unit and technical support personnel for the 48th Medical Support Squadron (MDSS). See List of Attachments: FA558721Q0112 - PWS - Mobile MRI - Volume 1 FA558721Q0112 - Quote Sheet - Mobile MRI - Volume 2 FA558721Q0112 - Offeror Representations and Certifications - Mobile MRI - Volume 3

Requirements The 48th Medical Support Squadron (MDSS) has an ongoing requirement for a Mobile Magnetic Resonance Imaging (MRI) unit and technical support personnel trained to perform outpatient and inpatient MRI studies and scans for the United States Government beneficiaries.

Packaging and Marking

Reserved.

Inspection and Acceptance

FAR Clauses Incorporated by Reference

Number Title Effective Date 52.246-4 Inspection of Services-Fixed-Price. 1996-08

0001 Inspection and Acceptance Location Both Destination Instructions: IAW the PWS

DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS

PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Option Line Item 1001 Inspection and Acceptance Location Both Destination Instructions: IAW the PWS

DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS

PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Option Line Item 2001 Inspection and Acceptance Location Both Destination

Instructions: IAW the PWS

DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS

PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Option Line Item 3001 Inspection and Acceptance Location Both Destination Instructions: IAW the PWS

DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS

PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Option Line Item 4001 Inspection and Acceptance Location Both Destination Instructions: IAW the PWS

DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS

PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Deliveries or Performance

Contractor Destination

Delivery Schedule Ship To Address

Delivery Period

01 NOV 2021

31 OCT 2022

12 Months

Service Performance Site DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Period of Performance From

01 NOV 2021

To

31 OCT 2022

Option Line Item 1001 Delivery Schedule Ship To Address

Delivery Period

01 NOV 2022

31 OCT 2023

12 Months

Service Performance Site DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Period of Performance From

01 NOV 2022

To

31 OCT 2023

Option Line Item 2001

Delivery Schedule Ship To Address

Delivery Period

01 NOV 2023

31 OCT 2024

12 Months

Service Performance Site DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Period of Performance From

01 NOV 2023

To

31 OCT 2024

Option Line Item 3001 Delivery Schedule Ship To Address

Delivery Period

01 NOV 2024

31 OCT 2025

12 Months

Service Performance Site DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Period of Performance From

01 NOV 2024

To

31 OCT 2025

Option Line Item 4001 Delivery Schedule Ship To Address

Service Performance Site DoDAAC: F2P4MD Cage:

DunsNumber:

Duns4Number:

Delivery Period

01 NOV 2025

31 OCT 2026

12 Months

CountryCode: USA

F2P4MD 48TH MEDICAL GROUP

AF BPN NO MILSBILLS PROCESSES

UNIT 5115

, APO AE 09461 5115

UNITED STATES

OfficeCode:

Ms. Tracie Mobley Email: tracie.a.mobley.civ@mail.mil Telephone: 01638 52 8979

Period of Performance From

01 NOV 2025

To

31 OCT 2026

Contract Administration Data

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.201-7000 Contracting Officer's Representative. 1991-12 252.204-7006 Billing Instructions. 2005-10 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. 2018-12 252.232-7008 Assignment of Claims (Overseas). 1997-06

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. 2018-12

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(a) Definitions. As used in this clause-

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall-

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) Document type. The Contractor shall submit payment requests using the following document type(s):

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

N/A

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

2IN1

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

(f) [Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC F87700 Issue By DoDAAC FA5587 Admin DoDAAC FA5587 Inspect By DoDAAC N/A Ship To Code F2P4MD Ship From Code N/A Mark For Code N/A Service Approver (DoDAAC) N/A Service Acceptor (DoDAAC) F2P4MD Accept at Other DoDAAC N/A LPO DoDAAC N/A DCAA Auditor DoDAAC N/A Other DoDAAC(s) N/A

(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

Email Mr. Paul Mayes at paul.mayes.gb@us.af.mil. For invoice payment, the contractor must call the DFAS Vendor Pay Customer Service at 1-800- 756-4571.

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

252.232-7007 Limitation of Government's Obligation. 2014-04

As prescribed in 232.705-70, use the following clause:

LIMITATION OF GOVERNMENT'S OBLIGATION (APR 2014)

(a) Contract line item(s) is/are incrementally funded. For this/these item(s), the sum of $ [Contracting Officer insert after negotiations] of the total price is presently available for payment and allotted to this contract. An allotment schedule [Contracting Officer insert after negotiations] is set forth in paragraph (j) of this clause.

(b) For item(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement in the event of termination of those item(s) for the Government's convenience, approximates the total amount currently allotted to the contract. The Contractor is not authorized to continue work on those item(s) beyond that point. The Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the contract for those item(s) regardless of anything to the contrary in the clause entitled "Termination for Convenience of the Government." As used in this clause, the total amount payable by the Government in the event of termination of applicable contract line item(s) for convenience includes costs, profit, and estimated termination settlement costs for those item(s).

(c) Notwithstanding the dates specified in the allotment schedule in paragraph (j) of this clause, the Contractor will notify the Contracting Officer in writing at least ninety days prior to the date when, in the Contractor's best judgment, the work will reach the point at which the total amount payable by the Government, including any cost for termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for performance of the applicable item(s). The notification will state (1) the estimated date when that point will be reached and (2) an estimate of additional funding, if any, needed to continue performance of applicable line items up to the next scheduled date for allotment of funds identified in paragraph (j) of this clause, or to a mutually agreed upon substitute date. The notification will also advise the Contracting Officer of the estimated amount of additional funds that will be required for the timely performance of the item(s) funded pursuant to this clause, for a subsequent period as may be specified in the allotment schedule in paragraph (j) of this clause or otherwise agreed to by the parties. If after such notification additional funds are not allotted by the date identified in the Contractor's notification, or by an agreed substitute date, the Contracting Officer will terminate any item(s) for which additional funds have not been allotted, pursuant to the clause of this contract entitled "Termination for Convenience of the Government."

(d) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph (a) of this clause, the parties will agree as to the period of contract performance which will be covered by the funds. The provisions of paragraphs (b) through (d) of this clause will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be modified accordingly.

(e) If, solely by reason of failure of the Government to allot additional funds, by the dates indicated below, in amounts sufficient for timely performance of the contract line item(s) identified in paragraph (a) of this clause, the Contractor incurs additional costs or is delayed in the performance of the work under this contract and if additional funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the item(s), or in the time of delivery, or both. Failure to agree to any such equitable adjustment hereunder will be a dispute concerning a question of fact within the meaning of the clause entitled "Disputes."

(f) The Government may at any time prior to termination allot additional funds for the performance of the contract line item(s) identified in paragraph (a) of this clause.

(g) The termination provisions of this clause do not limit the rights of the Government under the clause entitled "Default." The provisions of this clause are limited to the work and allotment of funds for the contract line item(s) set forth in paragraph (a) of this clause. This clause no longer applies once the contract is fully funded except with regard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraphs (d) and (e) of this clause.

(h) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of this contract entitled "Termination for Convenience of the Government."

(i) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C.

1342.

(j) The parties contemplate that the Government will allot funds to this contract in accordance with the following schedule:

On execution of contract $ ____

(month) (day), (year) $ ____

(month) (day), (year) $ ____

(month) (day), (year) $ ____

(End of clause)

Special Contract Requirements

Reserved.

Contract Clauses

FAR Clauses Incorporated by Reference

Number Title Effective Date 52.204-9 Personal Identity Verification of Contractor Personnel. 2011-01 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. 2020-06 52.204-13 System for Award Management Maintenance. 2018-10 52.204-18 Commercial and Government Entity Code Maintenance. 2020-08 52.204-19 Incorporation by Reference of Representations and Certifications. 2014-12

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

2020-08

52.212-5 Alternate I Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items. - (Alternate I)

2021-07

52.228-3 Workers' Compensation Insurance (Defense Base Act). 2014-07 52.229-6 Taxes-Foreign Fixed-Price Contracts. 2013-02 52.229-12 Tax on Certain Foreign Procurements. 2021-02 52.232-17 Interest. 2014-05 52.232-18 Availability of Funds. 1984-04 52.232-39 Unenforceability of Unauthorized Obligations. 2013-06 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. 2013-12 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. 1984-04

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.203-7000 Requirements Relating to Compensation of Former DoD Officials. 2011-09 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. 2013-09 252.204-7003 Control of Government Personnel Work Product. 1992-04 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. 2019-12 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support. 2016-05

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services.

2021-01

252.205-7000 Provision of Information to Cooperative Agreement Holders. 1991-12

252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Country that is a State Sponsor of Terrorism.

2019-05

252.222-7002 Compliance with Local Labor Laws (Overseas). 1997-06 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements. 2010-12 252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials. 2014-09 252.225-7001 Buy American and Balance of Payments Program. 2017-12 252.225-7002 Qualifying Country Sources as Subcontractors. 2017-12 252.225-7005 Identification of Expenditures in the United States . 2005-06 252.225-7012 Preference for Certain Domestic Commodities. 2017-12 252.225-7033 Waiver of United Kingdom Levies. 2003-04 252.225-7041 Correspondence in English. 1997-06 252.225-7043 Antiterrorism/Force Protection for Defense Contractors Outside the United States. 2015-06 252.225-7048 Export-Controlled Items. 2013-06

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns.

2019-04

252.229-7008 Relief from Import Duty (United Kingdom). 2011-12 252.229-7010 Relief from Customs Duty on Fuel (United Kingdom). 1997-06 252.232-7010 Levies on Contract Payments. 2006-12 252.232-7011 Payments in Support of Emergencies and Contingency Operations. 2013-05

252.232-7017 Accelerating Payments to Small Business Subcontractors-Prohibition on Fees and Consideration.

2020-04

252.233-7001 Choice of Law (Overseas). 1997-06 252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel. 2013-06 252.239-7001 Information Assurance Contractor Training and Certification. 2008-01 252.243-7001 Pricing of Contract Modifications. 1991-12 252.243-7002 Requests for Equitable Adjustment. 2012-12 252.244-7000 Subcontracts for Commercial Items. 2020-10

FAR Clauses Incorporated by Full Text

52.204-1 Approval of Contract. 1989-12

As prescribed in , insert the following clause:4.103

APPROVAL OF CONTRACT (DEC 1989)

This contract is subject to the written approval of [identify title of designated agency official here] and shall not be binding until so approved.____

(End of clause)

52.212-4 Contract Terms and Conditions-Commercial Items. 2018-10

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

CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT 2018)

. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The (a) Inspection/Acceptance 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-

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

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

. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a (b) Assignment 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 ( use of the Governmentwide commercial purchase card), the Contractor may not assign e.g., its rights to receive payment under this contract.

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

. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on (d) Disputes 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.

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

. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable (f) Excusable delays 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.

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

Name and address of the Contractor;(i)

Invoice date and number;(ii)

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

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

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

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

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

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

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

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

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

If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor (B) shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause ( 52.232-33, e.g., 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.

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

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

. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, (h) Patent indemnity 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.

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

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

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

. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the (4) Discount 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.

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

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

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

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

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

Contractor point of contact.(D)

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

. (6) Interest All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the (i) 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.

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

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

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

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

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

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

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

The date fixed under this contract.(A)

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

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

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

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

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

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

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

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

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

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

. The Government reserves the right to terminate this contract, or any part hereof, for its sole (l) Termination for the Government's convenience 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.

. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the (m) Termination for cause 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.

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

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

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

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

The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the (r) Compliance with laws unique to Government contracts.

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.

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

The schedule of supplies/services.(1)

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

The clause at 52.212-5.(3)

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

Solicitation provisions if this is a solicitation.(5)

Other paragraphs of this clause.(6)

The Standard Form 1449.(7)

Other documents, exhibits, and attachments.(8)

The specification.(9)

[Reserved](t)

Unauthorized Obligations. (u) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is (1) 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:

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

Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it (ii) 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.

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

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

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

(End of clause)

52.212-4 Alternate I Contract Terms and Conditions-Commercial Items. (Alternate I) 2018-10

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

CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT 2018)

. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The (a) Inspection/Acceptance 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-

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

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

. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a (b) Assignment 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 ( use of the Governmentwide commercial purchase card), the Contractor may not assign e.g., its rights to receive payment under this contract.

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

. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on (d) Disputes 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.

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

. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable (f) Excusable delays 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.

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

Name and address of the Contractor;(i)

Invoice date and number;(ii)

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

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

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

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

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

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

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

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

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

If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor (B) shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause ( 52.232-33, e.g., 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.

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

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

. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, (h) Patent indemnity 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.

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

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

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

. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the (4) Discount 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.

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

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

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

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

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

Contractor point of contact.(D)

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

. (6) Interest All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the (i) 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.

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

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

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

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

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

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

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

The date fixed under this contract.(A)

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

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

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

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

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

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

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

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

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

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

. The Government reserves the right to terminate this contract, or any part hereof, for its sole (l) Termination for the Government's convenience 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.