PRESOL | U | NUTRITION HEALTH EDUCATION SPECIALIST

FBO DAILY ISSUE OF JULY 22, 2009 FBO #2795
SOLICITATION NOTICE

U -- NUTRITION HEALTH EDUCATION SPECIALIST

Notice Date: 7/20/2009
Notice Type: Combined Synopsis/Solicitation
NAICS: 621399 — Offices of All Other Miscellaneous Health Practitioners
Contracting Office: Court Services and Offender Supervision Agency, D. C. Pre-Trial Services Agency, Finance and Administration, 633 Indiana Avenue, NW, Suite 1120, Washington, District of Columbia, 20004
ZIP Code: 20004
Solicitation Number: RFP90002685
Point of Contact: Rachel Dobbs, Phone: 202-220-5657
E-Mail Address: rachel.dobbs@psa.gov
(rachel.dobbs@psa.gov)
Small Business Set-Aside: N/A
Description: This is a combined synopsis/solicitation for commercial services prepared in accordance with Subpart 12.6 as supplemented with additional information contained in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. The solicitation 90002685 is issued as a Request for Proposal (RFP). The complete statement of work is available in this solicitation. This is 100% set aside for small business concerns. The District of Columbia Pretrial Services Agency (PSA) in Washington, D.C., requires the services of a Health Educator. This requirement is for non-personal services and not a personnel appointment. The PSA intends to award a Firm Fixed Price contract. The contract period of performance will be from date of award through twelve (12) months, inclusive of the Government's unilateral right to exercise four (4), one year option periods. The Government reserves the right to make multiple awards. The Contractor must provide services in accordance with the Statement of Work and the solicitation/contract. The North American Industry Classification System (NAICS) code is 621399 and the applicable size standard is $8.5M. This procurement is being conducted under the Subpart 13.5 test program and Part 12 of the FAR or some combination thereof. The District of Columbia Pretrial Services Agency (PSA) is a federal executive branch investigation and supervision agency for adult defendants who are released into the community while awaiting disposition of their case(s) in both the D.C. Superior Court and U.S. District Court. Pretrial Services is an independent entity under the umbrella of the Court Services and Offender Supervision Agency (CSOSA). CSOSA is responsible for providing community supervision to offenders who have been released on probation or parole for local offenses. PSA works closely with CSOSA to provide quality community supervision of adult defendants and offenders to assure their appearance at court hearings when required and the safety of the community. 1. Personnel: 1.1 The Contractor shall be qualified and experienced professional (s) who is/are certified health education specialist (CHES); registered dietician; or hold a doctorate, graduate or baccalaureate degree in health education or a related field; or is/are currently enrolled in a doctoral or graduate degree program in health education or a related field and is able to demonstrate substantial coursework in nutrition, dietetics, public health, personal health violence prevention, disease prevention, accident prevention, or related areas. The Contractor must have a minimum of one (1) year experience: 1) facilitating group or individual sessions regarding the prevention and treatment of illnesses; health promotion through proper dietary care and other wellness modalities; disease management; violence, accident, and disease prevention; 2) promoting sensible eating, sleeping, exercise and other health habits to combat the effects of acute and chronic substance abuse and other health problems; and 3) other public and personal health related areas. The Contractor must have had a minimum of one (1) year experience working with adult populations, including individuals from diverse cultural backgrounds and individuals with substance use related, mental health or co-occurring disorders. The Contractor must have excellent interpersonal and communication (verbal, non-verbal and written) skills, as well as possess a seasoned knowledge of the theories and practices of food manufacturing, developing, implementing and maintaining healthy (eating, sleeping, exercise and other) programs for individuals in treatment, and promoting sustainable eating and overall health and wellness habits for individuals in outpatient and intensive outpatient substance disorder treatment. The Contractor must possess and be able to transfer knowledge of preparing food budgets, purchasing healthier foods and developing progressive exercise programs. Finally, the contractor must demonstrate an understanding of how essential are the roles of intention and motivation (including motivational interviewing) in the change process. 1.2 The Contractor shall have no pending felony charges, nor prior criminal record of felony convictions and/or criminal justice supervision for the past ten (10) years. The Contractor must communicate any felony arrests or other related charges in criminal justice status to the Government within two (2) business days of any change in status. 1.3 Prior to, at award and throughout the life of the contract, the Contractor shall have no current, previous or pending professional suspension or revocation of certification; or other disciplinary action related to professional misconduct, malpractice, or ethical violations. 1.4 The Contractor shall avoid ethically inappropriate, conflicting, or dual relationships with clients or PSA or CSOSA staff and shall report any improprieties or the appearance thereof immediately to either the Contracting Officer or the designated Contracting Officer's Technical Representative (COTR). 1.5 The Contractor shall remain knowledgeable of PSA and CSOSA contract requirements and have a copy of the Statement of Work readily available when its presentation is requested. 2. Description of Services: 2.1 The Contractor shall provide hourly nutrition, health and wellness education services as described below to adult clients with substance use related, mental health or co-occurring disorders. Clients may also present with a variety of psychosocial and environmental problems including, but not limited to occupational, housing, economic, and/or educational problems including adult illiteracy. Every client will have either pending felony or misdemeanor cases and some may have extensive criminal histories. 2.2 The Contractor shall provide a maximum of nine (9) hours per week of nutrition, health and wellness group education. 2.3 The hours of service will b e from 9:00 a.m. to 12:00 p.m. and 1:00 p.m. to 4:00 p.m. on Thursdays for the Daytime services and 6:00 p.m. to 9:00 p.m. on Thursdays for the evening services, except Federal holidays and days when sessions are canceled, not to exceed nine (9) hours a week unless authorized in writing by the Contracting Officer. Any change of hours or days will be negotiated between the Government and the Contractor. 2.4 The Contractor's services shall be provided at the following District of Columbia location: 633 Indiana Avenue, NW. The Government may designate other District of Columbia locations at any time. 2.4.1 The Government will afford the Contractor access to a furnished office space (i.e., a desk), and standard office equipment (i.e., computer, printer, fax machine, and telephone) to the extent that is necessary for the performance of this contract. 2.4.2 The Contractor shall not perform work at Government facilities on Federal holidays or other non-negotiated work days without prior written approval. The ten (10) holidays observed by the Federal Government are: New Year's Day, Martin Luther King's Birthday, Washington's Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving, and Christmas. 2.5 There are certain types of unforeseen circumstances (e.g., bomb threats, inclement weather, etc.) that may prompt the Government to close its offices where the Contractor or his/her personnel might be working. The Contractor or his/her staff shall not report to work if the Government is closed unless otherwise authorized by the Contracting Officer or his or her representative. The Government will not compensate the Contractor or his/her staff for working any number of hours if the work was performed during the closing of Government facilities. 2.6 The nature of this contract does not provide the Contractor any paid leave for absences due to illnesses, emergencies, holidays or vacations. Should the Contractor need to be absent or unavoidably delayed for any reason, the Contractor must immediately notify the COTR, or designee, Monday through Friday, 9:00 a.m. to 5:30 p.m. 3. Service Requirements: 3.1 The Contractor shall provide services to the Government nine (9) hours per week exclusively for (38) thirty-eight weeks per year. 3.1.1 The Contractor shall conduct six (6) ninety (90) minute group sessions for clients referred. 3.1.2 The Contractor shall work directly with: a) adult clients with substance abuse related, mental health or co-occurring disorders; b) other adult clients as deemed appropriate by the Government; c) Government staff for the purposes of programmatic consultation and/or d) other Contractors as designated by the Government. 3.2 The Contractor shall develop, utilize, and/or enhance a twelve (12) to sixteen (16) week nutrition, health and wellness education curricula/lesson plan to be used in every group session conducted. The Contractor will use one (1) curriculum/lesson plan per week, and after the weeks have lapsed, the Contractor will start the twelve (12) to fifteen (16) week cycle again. 3.2.1 The Contractor shall ensure that all resources and tools used to develop the lessons are within acceptable standards of nutrition, health and wellness education and have been validated as safe, appropriate and effective with the target population as described in 2.1. 3.2.2 The Government shall provide health and wellness-related resource materials to supplement those acquired by the contractor. Any additional resources and tools utilized by the Contractor shall be acquired at no additional cost to the Government. 4. Client Records : •4.1 The Contractor shall establish and maintain complete and up-to-date records of clients' group attendance. These records shall document the clients' attendance and shall be kept confidential and secure at a Government provided location. These records are property of the Government and shall be available for Government examination at all times. 4.1.1 Documents and any correspondence maintained by the Contractor for the Government shall contain the client's Police Department Identification Number (PDID) and all relevant court docket numbers--both as provided by PSA or CSOSA. 4.2 The Contractor shall keep confidential and protect from disclosure all client records except as provided below: 4.2.1 The Contractor may disclose client records to and discuss client treatment with PSA case managers or supervisory staff involved in a current court matter, the CO and COTR or designated representative of the Government on an unrestricted communication basis. 4.2.2 The Contractor may disclose client records only in accordance with 42 C.F.R. Part 2, Health Insurance Portability and Accountability Act (HIPAA) and the DC Mental Health Act as amended, and where disclosure is permitted under those regulations, may disclose only information that is consistent with the policies and procedures of PSA. 4.2.2.1 The Government agrees to provide the Contractor with all necessary consent forms that that federal, state, or local law requires be signed by a client. 4.3 The Contractor shall be responsible for all client records while those records are in the Contractor's care or possession. The Contractor shall ensure that all persons having access to or custody of client records follow the disclosure and confidentiality requirements of the consent form and federal, state, or local law. These records are property of the Government and shall be maintained at all times as described in 4.2. 4.4 The Contractor shall notify the Contracting Officer immediately upon receipt of legal process requiring disclosure of client records. 5.0 INSURANCE 5.1 General Liability: The contractor shall maintain during the term of this contract liability insurance issued by a responsible insurance carrier of not less than $500,000 per specialty. 5.2 Contractor must provide evidence of insurability concerning medical liability insurance prior to contract award and shall provide evidence of insurance demonstrating the required coverage prior to commencement of performance. A copy of the valid insurance documents shall be provided at contract start. If a copy of the valid insurance documents is not available at the time of proposal submission, the contractor must explain the status of the insurance. 5.3 Notice of Cancellation or change : The contractor is to provide insurance coverage; the policies shall contain an endorsement that any cancellation or material change in the coverage adversely affecting the Government's interests shall not be effective unless the insurer or the contractor gives written notice of cancellation or change as required by the contract officer. 6.0 Clauses and Provisions 52.212-1 Instructions to Offerors-Commercial - Full text of clauses and provisions are available at Federal Acquisition Regulations (FAR): http://www.arnet.gov/References/References.html The following clauses are incorporated by reference and apply to this acquisition: 52.212-5 Contract Terms and Conditions Required to Implement Statutes of Executive Orders- Commercial Items applies to this acquisition and the following FAR clauses cited in the clause are applicable to this acquisition.- see attached pages 52.212-4 Contract Terms and Conditions -Commercial Items (March 2009) 52.252-2 Clauses Incorporated by Reference (Feb 1998); 52.217-8 Option to Extend Services; 52.217-9 Option to Extend the Term of the contract services 52.222-37 Availability of Funds 52.232-19 Availability of Funds for the Next Fiscal Year 52.232-34 Payment of Electronic Fund Transfer - Other than Central Contractor Registration (CCR) 52.232-33 Payment by electronic Funds Transfer - CCR 52-203-13 Contractor Code of Business Ethics and Conduct (DEC 2008). 52.213-2 Invoices 52.247-28 Contractor's Invoices 52.214-4 False Statement in Bids 52.214-12 Preparation of Bids 52.214-15 Period of Acceptance of Bids 52.214-22 Evaluation of Bids for Multiple Awards 52.215-5 Facsimile Proposals 52.215-19 Notification of Ownership changes 52.222-12 Contract Termination Debarment 52.222-7 Withholding of Funds 52.224-1 Privacy Act Notification 52.224-2 Privacy Act 52.249-4 Termination for Convenience of the Government (Services) (short term) 52.243-7 Notification of Changes 52.237-7 Indemnification and Medical Liability Insurance: 52.216-27 Single or Multiple Awards 7.0 Contractor Personnel : 7.1 The contractor shall provide personnel that meet the standard established with the proposal submission throughout the life of the contract. Any change of personnel must be submitted to the contracting officer in writing and include a resume of the intended personnel. The Government reserves the right to accept or reject the proposed replacement employee after review of the resume and a determination by the contracting officer that the proposed employee does not meet the established standard offered at award. 7.1.1 Any replacement personnel must complete the security requirements identified in Section 6, Security Requirements for Contractor Personnel, of the contract. In the event the replacement personnel is not approved due to instances regarding the security requirements, the contract is responsible for continuing to delivery services without a lapse. It is strongly suggested that the contractor provide security paperwork on a backup employee to continue services in the event of an illness or absence of the primary on-site employee. 8.0 All potential offerors are advised that this solicitation includes the clause FAR 52.212-4 (Oct 2003) for Commercial Items, which at paragraph (t) Central Contractor Registration (CCR), requires all contractors doing business with the Federal Government after September 30, 2003, to be registered in the CCR database. Offerors shall include their Data Universal Number System (DUNS) number in their offers. Registration in the CCR database shall be verified prior to award by entering the potential awardee's DUNS number into the CCR database. Failure to complete the registration procedures outlined in this clause may result in elimination from consideration for award. 9.0. Security Requirements for Contractor Personnel: All Contractor personnel utilized under this contract shall submit to a Government background investigation prior to performing work on-site at any PSA/CSOSA facility. The intent and purpose of this investigation is to preclude the assignment of any individual who poses a threat to the Government or successful work completion due to past unlawful or inappropriate behavior. Contractor employees must be U.S. citizens, or be lawfully permitted to reside in the United States and possess a valid work permit. 9.1 Background Investigations: The Contractor shall ensure that a Contractor employee does not begin work under the contract until the appropriate background checks are conducted and approved by the PSA/CSOSA Office of Security. When a preliminary background check on an individual has been determined to be favorable, the Office of Security will issue an interim employment security approval to the Office of Procurement, who in turn will notify the Contractor. Only at that time may the Contractor notify an individual to begin work at a PSA/CSOSA facility. Derogatory information, falsification of any forms or refuses to supply information and/or forms may be considered justification to reject the individual. When an individual is selected for contractual employment, the Contractor shall have the individual complete a background investigation package consisting of the items identified below. The individual is generally provided 10 days to complete and return the forms to the Office of Procurement. The following forms will be provided and must be completed: (1) CSOSA-SEC-0008, Agency Credit Release Form (2) FD 258, "FBI Fingerprint Card" (3) Standard Form 85P, Questionnaire for Public Trust Positions (4) Contractor's Preliminary Background Check Form It is the responsibility of the Contractor, in order to ensure complete coverage for the services specified herein, to maintain an adequate staff of individuals meeting all of the requirements of this contract. To that end, the Contractor should submit the names of additional individuals, so that the requisite preliminary background checks can be conducted. PSA/CSOSA has the right to request any additional information necessary in order to adjudicate the completed background investigation. If a Contractor employee fails to provide any of the above information, or to cooperate with PSA/CSOSA Office of Security, the individual will be removed immediately. PSA reserves the right to determine suitability of any contractor or contractor employee to work on this contract prior to the employee gaining access to any PSA facility or system. 10.0 Contractor's Responsibility : (1) The Contractor shall ensure that no Contractor employee commences performance prior to completion of the background investigation, unless the Office of Security grants approval. Any individual who has been temporarily removed or resigned may be required to undergo another background investigation before resuming any position. (2) Prior to forwarding the forms, the Contractor is responsible for reviewing the forms for completeness. The forms should be forwarded with a cover letter indicating that the forms are for reinvestigation of a current Contractor employee. 7.3 Government's Responsibility: (1) The Government will conduct a background investigation on all individuals involved in the contract. Derogatory information developed from this investigation may be considered justification to reject the applicant. The Government also reserves the right to reinvestigate all Contractor personnel working on this contract for any reason. (2) Upon completion of the background investigation, the Office of Security will review the results to determine suitability for the individual. Primary concern in the review process is to decide if the individual's presence in Agency facilities poses a potential risk to CSOSA, the Government, or the general public. 11.0 Contract Administration: 11.1 Invoices shall contain applicable information required by FAR 52.232-25, Prompt Payment, and include the following: (a) Contractor Name, Tax ID Number and Dun & Bradstreet Number (b) Mailing "Remit To" Address (c) Contractor Point of Contact Information (d) Contract Number (e) Invoice Number (f) Description of Services (g) Service Dates (h)Unit of Cost (i) Number of Hours (j) Total Money Amount 11.2 Payment for services rendered shall be made no more than once per month upon receipt of an original and three copies of properly executed invoice. 11.3 Invoices for the work performed under this contract shall be submitted monthly to the Government for payment for services provided. The government shall review and ensure that the information is correct and verify that the services have been received. The invoice will then be certified for payment. 11.4 If an invoice is received with inaccurate information, that invoice shall be returned unpaid by the Government. 11.5 The Government will not hold the invoice or make corrections but rather return the improper invoice in dispute to Contractor. The Contractor shall make the required corrections and submitted a corrected invoice for payment. All follow-up invoices shall be clearly marked "Duplicate of Original". 12. Instructions to Offerors : 12.1 A streamlined best value award process shall be used for evaluation of the proposals, and the award will be made on the basis of the proposal that provides the best value to the government considering price and other factors while meeting or exceeding the acceptability standards. The Government reserves the right to award without discussions. Proposal shall be evaluated on past performance, technical and price in that order of importance. 12.2 Proposal pages shall be 8.5 x 11 inches; single spaced with at least one (1) inch margin on top, bottom, left and right, and printed head-to-foot. The font size shall be no less than Times New Roman 12 point. 12.3 The offeror shall include all sections of the proposal in a binder with labeled tabs identifying each section of the proposal. The offeror shall submit one original and three copies of the entire proposal and each copy shall be in a separate binder. Each binder shall be clearly identified. 12.4 The proposal sections and sub-sections and related content are herby identified: 1. Contract and Associated Information 1A. Standard Form 1449 (blocks 30a, 30b and 30 to be completed by offeror) 1B. Copies of Certifications and Diplomas 1C. Financial Reference Form - 2. Technical 2A. Offeror to address statement of work requirements 3. Past Performance 3A. Offeror to provide past performance information 4. Price 4A. Contract Pricing - 12.5 The offeror shall submit copies of professional certifications and/or diplomas to support stated qualifications applicable and relevant to the stated requirement with proposals. The offeror shall include a cover page for the copies of professional certifications and/or diplomas listing those certifications on the cover page numerically in ascending order. 12.6 The offeror shall provide the resume/s of employees similar to those who will be providing on-site services. If the offeror is successful and receives a contract award, the resume/s submitted with the proposal will establish the standard that must be met for any replacement personnel for the life of the contract. Replacement personnel will have at a minimum the same level of experience and certifications as those submitted with the technical proposal submittal and accepted for award by the Government. 12.7 Any requirements in this solicitation that will not be met as described precisely in the solicitation must be clearly stated in the proposal as an exception to the requirements. 12.8 Offerors should highlight any proposal to make enhancements or modifications of any kind to the outlined services, service delivery structure, or service delivery schedule. 12.9 Offerors will indicate specifically how many practitioners will be utilized; and how the labor will be divided. 12.10 Offerors shall document three (3) of the most recent and relevant past and present contracts performed for Federal agencies and commercial customers within the last three (3) years. 12.10.1 The following detail information shall be provided for each past performance reference: (1) Company name (2) Service provided (3) Contracting Officer Name and Phone Number (4) Contract Number (5) Contract Dollar Amount (6) Period of Performance 12.12 Oral Presentations shall be conducted and held with all responsive and responsible offerors conforming to the requirements of the solicitation based on applicable evaluation rules and regulations relevant to this procurement. 12.13 It is anticipated that contract award will be made without conducting discussions, however, the Government may request clarification of any points addressed which are unclear and may ask for elaboration by the offeror on any point which was not adequately supported. Any such interchange between the offeror and the Government will be for clarification only and will not constitute discussions within the meaning of FAR 15.306. 12.14 Cost/Price information shall not be included in the written oral presentation documents or the technical portion of the proposal. 12.15 Should the offeror fail to meet the scheduled time and date for the oral presentation, the government will make every reasonable effort to re-schedule. However, this does not guarantee that the oral presentation will be rescheduled. Requests for rescheduling will be decided by the Government at its sole discretion. 12.16 Offerors shall be notified of the schedule for the Oral Presentation as deemed appropriate by the Government sometime after the closing date from the receipt of the proposal in response to this solicitation. 13. Pricing: 13.1 Offerors shall submit a completed copy of Attachment 1 - Contract Pricing as part of their proposal submission. Pursuant to FAR 17.203(b) the Government's evaluation shall be inclusive of all options. 14. Proposal Submission: 14.1 Proposals shall be submitted in hard copy only - no faxes or electronic transmissions will be accepted. Proposals shall be sent via mail or overnight carrier and must be received on or by the deadline of 5:00 p.m. local time on 07/31/2009. Late proposals shall not be considered under any circumstances. 14.2 Proposals shall be sent to the following address and point of contact: Contract Specialist, Rachel Dobbs, D.C. Pretrial Services Agency, 633 Indiana Avenue, NW, Suite 1163, Washington, DC 20004. 15.0 Award : Award will be made to the offeror whose quote conforms to the requirements of the solicitation and offers the best value to the government considering price and other factors. 16.0 52.212-4 Contract Terms and Conditions-Commercial Items. Contract Terms and Conditions-Commercial Items (Mar 2009) (a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights- (1) Within a reasonable time after the defect was discovered or should have been discovered; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. (b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act ( 31 U.S.C. 3727 ). However, when a third party makes payment ( e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract. (c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties. (d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended ( 41 U.S.C. 601-613 ). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. (e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. (f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer ofthe cessation of such occurrence. (g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include- (i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, contract line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading; (vi) Terms of any discount for prompt payment offered; (vii) Name and address of official to whom payment is to be sent; (viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract. (x) Electronic funds transfer (EFT) banking information. (A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract. (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause ( e.g., 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), or applicable agency procedures. (C) EFT banking information is not required if the Government waived the requirement to pay by EFT. (2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C. 3903 ) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315. (h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings. (i) Payment.- (1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract. (2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31 U.S.C. 3903 ) and prompt payment regulations at 5 CFR Part 1315. (3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5 (b) for the appropriate EFT clause. (4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made. (5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall - (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the - (A) Circumstances of the overpayment ( e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (B) Affected contract number and delivery order number, if applicable; (C) Affected contract line item or subline item, if applicable; and (D) Contractor point of contact. (ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer. (6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid. (ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract. (iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if- (A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2 ). (iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment. (v) Amounts shall be due at the earliest of the following dates: (A) The date fixed under this contract. (B) The date of the first written demand for payment, including any demand for payment resulting from a default termination. (vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on- (A) The date on which the designated office receives payment from the Contractor; (B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or (C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor. (vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract. (j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon: (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination. (k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties. (l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided. (m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession. (o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. (p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items. (q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract. (r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity. (s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) The schedule of supplies/services. (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause. (3) The clause at 52.212-5. (4) Addenda to this solicitation or contract, including any license agreements for computer software. (5) Solicitation provisions if this is a solicitation. (6) Other paragraphs of this clause. (7) The Standard Form 1449. (8) Other documents, exhibits, and attachments. (9) The specification. (t) Central Contractor Registration (CCR). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12 ; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract. (3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract. (4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757. (End of clause) 17.0 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (JAN 2009). (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: X(1) 52.233-3, Protest After Award ( Aug 1996) ( 31 U.S.C. 3553 ). X(2) 52.233-4, Applicable Law for Breach of Contract Claim ( Oct 2004 ) (Pub. L. 108-77, 108-78) (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) ( 41 U.S.C. 253g and 10 U.S.C. 2402 ). __ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 ( 41 U.S.C. 251 note )). _X_ (3) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) ( 15 U.S.C. 657a ). __ (4) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns ( July 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a ). __ (5) [Reserved] X__ (6)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) ( 15 U.S.C. 644 ). __ (ii) Alternate I (Oct 1995) of 52.219-6. __ (iii) Alternate II (Mar 2004) of 52.219-6. __ (7)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) ( 15 U.S.C. 644 ). __ (ii) Alternate I (Oct 1995) of 52.219-7. __ (iii) Alternate II (Mar 2004) of 52.219-7. __ (8) 52.219-8, Utilization of Small Business Concerns (May 2004) ( 15 U.S.C. 637(d)(2) and (3)). __(9)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) ( 15 U.S.C. 637(d)(4) ). __ (ii) Alternate I (Oct 2001) of 52.219-9. __ (iii) Alternate II (Oct 2001) of 52.219-9. __ (10) 52.219-14, Limitations on Subcontracting (Dec 1996) ( 15 U.S.C. 637(a)(14) ). __ (11) 52.219-16, Liquidated Damages-Subcon-tracting Plan (Jan 1999) ( 15 U.S.C. 637(d)(4)(F)(i) ). __ (12)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns ( Oct 2008 ) ( 10 U.S.C. 2323 ) (if the offeror elects to waive the adjustment, it shall so indicate in its offer). __ (ii) Alternate I (June 2003) of 52.219-23. __ (13) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323 ). __ (14) 52.219-26, Small Disadvantaged Business Participation Program- Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323 ). __ (15) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) ( 15 U.S.C. 657 f ). __ (16) 52.219-28, Post Award Small Business Program Rerepresentation (June 2007) ( 15 U.S.C. 632(a)(2) ). __ (17) 52.222-3, Convict Labor (June 2003) (E.O. 11755). __ (18) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126). __ (19) 52.222-21, Prohibition of Segregated Facilities (Feb 1999). __ (20) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). __ (21) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) ( 38 U.S.C. 4212 ). __ (22) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) ( 29 U.S.C. 793 ). __ (23) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) ( 38 U.S.C. 4212 ). __ (24) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201). __ X (25)(i) 52.222-50, Combating Trafficking in Persons (Aug 2007) (Applies to all contracts). __ (ii) Alternate I (Aug 2007) of 52.222-50. __ (26) 52.222-54, Employment Eligibility Verification ( Jan 2009 ). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.) __ (27)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii) ). __ (ii) Alternate I (May 2008) of 52.223-9 ( 42 U.S.C. 6962(i)(2)(C) ). __ (28) 52.223-15, Energy Efficiency in Energy-Consuming Products ( Dec 2007 ) ( 42 U.S.C. 8259b ). __ (29)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products ( Dec 2007 ) (E.O. 13423). __ (ii) Alternate I ( Dec 2007 ) of 52.223-16. __ (30) 52.225-1, Buy American Act-Supplies (June 2003) ( 41 U.S.C. 10a-10d ). __ (31)(i) 52.225-3, Buy American Act-Free Trade Agreements-Israeli Trade Act (Aug 2007) ( 41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78, 108-286, 109-53 and 109-169). __ (ii) Alternate I (Jan 2004) of 52.225-3. __ (iii) Alternate II (Jan 2004) of 52.225-3. __ (32) 52.225-5, Trade Agreements ( Nov 2007 ) ( 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note). __ (33) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury). __ (34) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) ( 42 U.S.C. 5150 ). __ (35) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) ( 42 U.S.C. 5150 ). __ (36) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) ( 41 U.S.C. 255(f), 10 U.S.C. 2307(f) ). __ (37) 52.232-30, Installment Payments for Commercial Items (Oct 1995) ( 41 U.S.C. 255(f), 10 U.S.C. 2307(f) ). X__ (38) 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration (Oct 2003) ( 31 U.S.C. 3332 ). _X_ (39) 52.232-34, Payment by Electronic Funds Transfer-Other than Central Contractor Registration (May 1999) ( 31 U.S.C. 3332 ). __ (40) 52.232-36, Payment by Third Party (May 1999) ( 31 U.S.C. 3332 ). _X_ (41) 52.239-1, Privacy or Security Safeguards (Aug 1996) ( 5 U.S.C. 552a ). __ (42)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) ( 46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631 ). __ (ii) Alternate I (Apr 2003) of 52.247-64. (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: _X_ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) ( 41 U.S.C. 351, et seq.). __ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) ( 29 U.S.C. 206 and 41 U.S.C. 351, et seq.). _X (3) 52.222-43, Fair Labor Standards Act and Service Contract Act-Price Adjustment (Multiple Year and Option Contracts) (Nov 2006) ( 29 U.S.C. 206 and 41 U.S.C. 351, et seq.). _X_ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act-Price Adjustment (Feb 2002) ( 29 U.S.C. 206 and 41 U.S.C. 351, et seq.). __ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) ( 41 U.S.C. 351, et seq. ). __ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Nov 2007) ( 41 U.S.C. 351, et seq. ). __ (7) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) ( 31 U.S.C. 5112(p)(1) ). (d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records-Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract. (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settelement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (e)(1)(i) through (xi) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (i) 52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 ( 41 U.S.C. 251 note )). (ii) 52.219-8, Utilization of Small Business Concerns (May 2004) ( 15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (iii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). (iv) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) ( 38 U.S.C. 4212 ). (v) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) ( 29 U.S.C. 793 ). (vi) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201). (vii) 52.222-41, Service Contract Act of 1965 (Nov 2007) ( 41 U.S.C. 351, et seq.). (viii) 52.222-50, Combating Trafficking in Persons (Aug 2007) ( 22 U.S.C. 7104(g) ). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50. (ix) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) ( 41 U.S.C. 351, et seq. ). (x) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Nov 2007) ( 41 U.S.C. 351, et seq. ). (xi) 52.222-54, Employment Eligibility Verification ( Jan 2009 ). (xii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) ( 46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631 ). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64. (2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (End of clause)
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