36C10X20Q0262.final.docx

36C10X20Q0262

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

09-09-2020 Tom Evans

09-11-2020 3:00 pm 36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs

5202 Presidents Court, Suite 103 Frederick MD 21703

X

XX

238220 $16.5 Million

N/A

See PWS for Place of Performance

36C10X Strategic Acquisition Center - Frederick Department of Veterans Affairs

5202 Presidents Court, Suite 103 Frederick MD 21703

VAFSC

U.S. Department of Veterans Affairs Financial Services Center

PO BOX 149971

(see Section B.3 invoicing/payment) Austin TX 78714-8917 1-(877)-489-6135

See CONTINUATION Page

QITC CRAC Preventive Maintenance Contract

Quotes are due by 3:00 pm EDT on 9/11/2020. Any submissions received after the due date/time will be considered late and will not be evaluated.

Prospective vendors are encouraged to review the entire document.

See CONTINUATION Page

Tara Flores

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: To be determined

b. GOVERNMENT: Contracting Officer 36C10X

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

3. INVOICES: Invoices shall be submitted in arrears:

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

TUNGSTEN (fka OB10) ELECTRONIC INVOICE SUBMISSION FSC e-INVOICE PROGRAM THRU AUSTIN PORTAL

FSC MANDATORY ELECTRONIC INVOICE SUBMISSION FOR AUSTIN PAYMENTS

Contractor POC: TBD Contracting POC: Tom Evans Thomas.evans3@va.gov COR (Contracting Officers Representative): TBD Purchase Order Number: TBD Vendor Electronic Invoice Submission Methods:

Fax, email and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted data transmissions below.

· VA’s Electronic Invoice Presentment and Payment System – The Financial Services Center (FSC) in Austin, TX uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

· A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site is http://www.x12.org.

Vendor e-invoice Set-up information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center in Austin, TX for payment processing. If you have questions about the payment status of a properly submitted invoice, the e-invoicing program, or Tungsten, please contact the FSC at the phone number or email address listed below.

· Tungsten e-Invoice setup information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@tungsten-network.com

· VA TUNGSTEN Number: AAA544240062

· FSC e-Invoice contact information: 1-877-353-9791

· FSC e-Invoice email: vafsccshd@va.gov http://www.fsc.va.gov/einvoice.asp http://www.fsc.va.gov/einvoice.asp

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PERFORMANCE WORK STATEMENT (PWS)

Quantico Information Technology Center (QITC) Computer Room Air Conditioning (CRAC) Systems Maintenance

BACKGROUND

The mission of the Department of Veterans Affairs (VA), Office of Information & Technology (OI&T), Service Delivery and Engineering, Infrastructure Operations is to provide support to VA Departments including VA Administration departments. This is to provide IT support for the Administrations that benefits and provides services to Veterans of the United States. In meeting these goals, OI&T strives to provide high quality, effective, and efficient Information Technology (IT) services to those responsible for providing care to the Veterans at the point-of-care as well as throughout all the points of the Veterans’ health care in an effective, timely and compassionate manner. VA depends on Information Management/Information Technology systems to meet mission goals.

Infrastructure Operation’s QITC occupies space and has computer rooms located at 5101 Russell Road in Quantico, VA on the grounds of Quantico National Cemetery. The computer rooms have cooling and heating requirements that are met with Liebert and American Power Conversion (APC) equipment. The equipment requires preventive maintenance to assure continuous 24x7x365 cooling and heating of computer room space that houses servers, storage and other networking equipment that is used to provide mission critical support to the VA National Cemetery Administration (NCA). The space is used to provide support for all NCA programs and support of computer command center operations that are vital to NCA operations nationwide.

APPLICABLE DOCUMENTS

In the performance of the tasks associated with this Performance Work Statement, the Contractor shall comply with the following:

1. 5 U.S.C. § 552a, as amended, “The Privacy Act of 1974”

2. 42 U.S.C. § 2000d “Title VI of the Civil Rights Act of 1964”

SCOPE OF WORK

The Contractor shall provide Annual Maintenance and emergency repair service of CRAC systems located at the VA data centers indicated, below, in Section 4.2 (Place of Performance).

PERFORMANCE DETAILS

PERFORMANCE PERIOD

The period of performance shall be a base contract for 12 months from date of award, with four 12-month option periods.

Any work at the Government site shall not take place on Federal holidays or weekends unless directed by the QITC Data Center Chief, QITC Program Manager, Contracting Officer (CO), or Contracting Officer Representative (COR) in the event to equipment failure or similar emergency which requires repair work. There are ten (10) Federal holidays set by law (USC Title 5 Section 6103) that VA follows. Under current definitions, four are set by date:

If any of the above falls on a Saturday, then Friday shall be observed as a holiday. Similarly, if one falls on a Sunday, then Monday shall be observed as a holiday.

The other six are set by a day of the week and month:

PLACE OF PERFORMANCE

Tasks under this PWS shall be performed in the following VA facilities located at:

VA Quantico Information Technology Center (Quantico National Cemetery)

Points of Contact (POCs):

VA Program Manager:

QITC Data Center Chief:

Contracting Officer’s Representative:

TRAVEL

The Government anticipates travel under this effort to perform the tasks associated with this effort throughout the period of performance. Include all estimated travel costs in your firm-fixed price line items. These costs will not be directly reimbursed by the Government.

SPECIFIC TASKS AND DELIVERABLES

Use of manufacturer Certified/Trained Technicians Only – All preventative maintenance and repair services shall be performed by technicians whom are manufacturer certified in both Liebert and American Power Conversion (APC) equipment systems. *note, APC equipment are for a heat producing unit (compressor unit/air handler unit) not a power distribution system.

Contractor staff shall be escorted, at all times, while repairs or maintenance are performed in or near computer rooms for listed CRAC equipment. Contractor staff will have limited indirect access to VA sensitive information only in that they will be performing maintenance on CRAC equipment which may be located within the computer room. They will not have direct access to any VA IT systems on those rooms.

The Contractor shall perform the following:

PROJECT MANAGEMENT

CONTRACTOR PROJECT MANAGEMENT PLAN

The Contractor shall deliver a Contractor Project Management Plan (CPMP) that lays out the Contractor’s work to be performed in conducting maintenance, and timeline for work to be completed or scheduled. The CPMP may take the form of a narrative and/or graphic format that displays the schedule, milestones, and resource support. The CPMP shall also include how the Contractor shall coordinate and execute planned, routine, and ad hoc data collection reporting requests as identified within the PWS.

Deliverables:

A. Contractor Project Management Plan

REPORTING REQUIREMENTS

The Contractor shall provide the Data Center Chief and his assigned PM, and/or Contracting Officer’s Representative (COR) with a dated written description of work completed during each site visit in which maintenance or repairs are provided. This document should be submitted in hardcopy or electronic form to the Chief, COR or his assignee. This may take the form of an on-site work order or invoice.

This document shall cover all work completed during the site visit. The report shall also identify any problems that arose and a description of how the problems were resolved. If problems have not been completely resolved, the Contractor shall provide an explanation including their plan and timeframe for resolving the issue. The Contractor shall monitor performance against the CPMP and report any deviations. It is expected that the Contractor will keep in communication with VA accordingly so that issues that arise are transparent to both parties to prevent escalation of outstanding issues.

Deliverables:

A. Maintenance/Repair Report

CRAC System maintenance The Contractor shall perform preventive maintenance, including monthly inspections of CRAC systems, for the data centers located at 5101 Russell Road, Quantico, VA, for the equipment listed in Addendum B (below). The preventive maintenance includes:

A. Routine operating inspections for heating/cooling equipment, B. Monthly coil cleanings, C. Quarterly coil straightening D. Quarterly Evaporator coil inspection / cleaning, E. Quarterly Condensate pan, drain line, and pump inspection / cleaning F. Quarterly air filter or media service and replacement (replacement date to be written on all filters) G. Annual belt replacement H. Monthly site visits to perform checks assuring equipment is operating properly

All tasks in Addendum B are to be performed for the equipment listed therein.

CRAC emergency repairs On-Site Emergency Repairs - When contractor is notified of system failures or required repairs, the Contractor must assess and begin/perform required repairs on-site within two (2) hours of notice, 24x7, 365 days a year for repair services that are not covered under preventive maintenance. After initial assessment, the contractor shall provide the QITC Data Center Chief with estimated costs of repairs and shall obtain the QITC Data Center Chief or COR written approval before any work is started.

GENERAL REQUIREMENTS

ENTERPRISE AND IT FRAMEWORK - NA

POSITION/TASK RISK DESIGNATION LEVEL(S) AND CONTRACTOR PERSONNEL SECURITY REQUIREMENTS

POSITION/TASK RISK DESIGNATION LEVEL(S)

The position sensitivity and the level of background investigation commensurate with the required level of access for the following tasks within the Performance Work Statement are:

Position Sensitivity and Background Investigation Requirements

The Tasks identified above and the resulting Position Sensitivity and Background Investigation requirements identify, in effect, the Background Investigation requirements for Contractor individuals, based upon the tasks the particular Contractor individual will be working. The submitted Contractor Staff Roster must indicate the required Background Investigation Level for each Contractor individual based upon the tasks the Contractor individual will be working, in accordance with their submitted proposal.

CONTRACTOR PERSONNEL SECURITY REQUIREMENTS

Contractor Responsibilities:

1. The Contractor shall prescreen all personnel requiring close perimeter, but not direct access to the computer systems that house data, to ensure they maintain the appropriate Background Investigation, and are able to read, write, speak and understand the English language.

1. The Contractor shall bear the expense of obtaining background investigations.

1. Within 3 business days after award, the Contractor shall provide a roster of Contractor and Subcontractor employees to the COR to begin their background investigations. The roster shall contain the Contractor’s Full Name, Full Social Security Number, Date of Birth, Place of Birth, and individual background investigation level requirement (based upon Section 6.2 Tasks).

1. The Contractor should coordinate the location of the nearest VA fingerprinting office through the COR. Only electronic fingerprints are authorized.

d. The Contractor shall ensure the following required forms are submitted to the COR within 5 days after contract award:

1) For a Tier 1/Low Risk designation:

a) OF-306

b) DVA Memorandum – Electronic Fingerprints

2) For Tier 2/Moderate or Tier 4/High Risk designation:

a) OF-306

b) VA Form 0710

c) DVA Memorandum – Electronic Fingerprints

1. The Contractor personnel shall submit all required information related to their background investigations (completion of the investigation documents (SF85, SF85P, or SF 86) utilizing the Office of Personnel Management’s (OPM) Electronic Questionnaire for Investigations Processing (e-QIP) after receiving an email notification from the Security and Investigation Center (SIC).

1. The Contractor employee shall certify and release the e-QIP document, print and sign the signature pages, and send them encrypted to the COR for electronic submission to the SIC. These documents shall be submitted to the COR within 3 business days of receipt of the e-QIP notification email. (Note: OPM is moving towards a “click to sign” process. If click to sign is used, the Contractor employee should notify the COR within 3 business days that documents were signed via eQIP).

1. The Contractor shall be responsible for the actions of all personnel provided to work for VA under this contract. In the event that damages arise from work performed by Contractor provided personnel, under the auspices of this contract, the Contractor shall be responsible for all resources necessary to remedy the incident.

1. The Contractor, when notified of an unfavorably adjudicated background investigation on a Contractor employee as determined by the Government, shall withdraw the employee from consideration in working under the contract.

1. Failure to comply with the Contractor personnel security investigative requirements may result in loss of physical and/or logical access to VA facilities and systems by Contractor and Subcontractor employees and/or termination of the contract for default.

METHOD AND DISTRIBUTION OF DELIVERABLES

The Contractor shall deliver documentation in electronic format, unless otherwise directed in Section B of the solicitation/contract. Acceptable electronic media include: MS Word 2010/2016, MS Excel 2010/2016, MS PowerPoint 2010/2016, MS Project 2010/2016, MS Access 2010/2016, MS Visio 2010/2016, AutoCAD 2010/2016, and Adobe Postscript Data Format (PDF).

PERFORMANCE METRICS

The table below defines the Performance Standards and Acceptable Performance Levels for Objectives associated with this effort.

2. Efficient and effective in meeting requirements

3. Meets technical needs and mission requirements

4. Offers quality services/products Satisfactory or higher

2. Products completed, reviewed, delivered in timely manner

3. Notifies customer in advance of potential problems Satisfactory or higher

2. Personnel possess necessary knowledge, skills and abilities to perform tasks Satisfactory or higher

2. Services/products delivered were of desired quality Satisfactory or higher

The Government will utilize a Quality Assurance Surveillance Plan (QASP) throughout the life of the contract to ensure that the Contractor is performing the services required by this PWS in an acceptable manner. The Government reserves the right to alter or change the surveillance methods in the QASP at its own discretion.

FACILITY/RESOURCE PROVISIONS

The Government will not be required to provide office space, telephone service and system access as contractor staff will only be providing maintenance and repairs to CRAC equipment located in VA computer rooms. All procedural guides, reference materials, and program documentation for the project and other Government applications will also be provided only on an as-needed basis, and there is no need anticipated.

The Contractor shall request other Government documentation deemed pertinent to the work accomplishment directly from the Government officials with whom the Contractor has contact. The Contractor shall consider the COR as the final source for needed Government documentation when the Contractor fails to secure the documents by other means. The Contractor is expected to use common knowledge and resourcefulness in securing all other reference materials, standard industry publications, and related materials that are pertinent to the work.

VA will not provide access to VA specific systems/network as this will not be required for execution of the task via remote access technology (e.g. Citrix Access Gateway (CAG), site-to-site VPN, or VA Remote Access Security Compliance Update Environment (RESCUE)). For detailed Security and Privacy Requirements refer to

ADDENDUM A and ADDENDUM B.

GOVERNMENT FURNISHED PROPERTY

Not Applicable

ADDENDUM A

Physical Security & Safety Requirements:

The Contractor and their personnel shall follow all VA policies, standard operating procedures, applicable laws and regulations while on VA property. Violations of VA regulations and policies may result in citation and disciplinary measures for persons violating the law.

1. The Contractor and their personnel shall wear visible identification at all times while they are on the premises.

2. VA does not provide parking spaces at the work site; the Contractor must obtain parking at the work site if needed. It is the responsibility of the Contractor to park in the appropriate designated parking areas. VA will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

3. Smoking and Vaping is prohibited nationally on all VA grounds.

4. Possession of weapons is prohibited.

5. The Contractor shall obtain all necessary licenses and/or permits required to perform the work, with the exception of software licenses that need to be procured from a Contractor or vendor in accordance with the requirements document. The Contractor shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract.

Confidentiality and Non-Disclosure The Contractor shall follow all VA rules and regulations regarding information security to prevent disclosure of sensitive information to unauthorized individuals or organizations.

ADDENDUM B – Equipment List and Services/Tasks Required

Equipment List

Quantico (Located at 5101 Russell Road)

REQUIRED MAINTENANCE TASKS:

· Routine operating inspections for heating/cooling equipment,

· Monthly coil cleaning,

· Quarterly Evaporator coil inspection,

· Quarterly Condensate pan, drain line, and pump inspection / cleaning

· Quarterly air filter or media service and replacement,

· Annual belt replacement, and

· Monthly site visits to perform checks assuring equipment is operating properly.

See detailed task requirements in below table.

TASK WORK TO BE PERFORMED:

Package Unit - Computer Room

INSPECTION

Preventive Maintenance:

MAIN AIR FAN

EVAPORATOR SECTION

COMPRESSOR SECTION

CONDENSER SECTION

Split System - Cooling Only

EVAPORATOR SECTION

CONDENSING SECTION

AIR HANDLER UNIT

CONDENSERS

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Full Service Preventative Maintenance service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS Task 5.2 and Addendum B.

Contract Period: Base POP Begin: 10-01-2020 POP End: 09-30-2021

Materials CLIN Annual Emergency Repair service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS 5.3 tasks.

Not to exceed $25,845.00 for base year.

*Materials CLIN expenditures must be pre-approved by contract COR.

Contract Period: Base POP Begin: 10-01-2020 POP End: 09-30-2021

Full Service Preventative Maintenance service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS Task 5.2 and Addendum B.

Contract Period: Option 1 POP Begin: 10-01-2021 POP End: 09-30-2022

Materials CLIN Annual Emergency Repair service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS 5.3 tasks.

Not to exceed $27,396.00 for OY1.

*Materials CLIN expenditures must be pre-approved by contract COR.

Contract Period: Option 1 POP Begin: 10-01-2021 POP End: 09-30-2022

Full Service Preventative Maintenance service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS Task 5.2 and Addendum B.

Contract Period: Option 2 POP Begin: 10-01-2022 POP End: 09-30-2023

Materials CLIN Annual Emergency Repair service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS 5.3 tasks.

Not to exceed $29,039.00 for OY2.

*Materials CLIN expenditures must be pre-approved by contract COR.

Contract Period: Option 2 POP Begin: 10-01-2022 POP End: 09-30-2023

Full Service Preventative Maintenance service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS Task 5.2 and Addendum B.

Contract Period: Option 3 POP Begin: 10-01-2023 POP End: 09-30-2024

Materials CLIN Annual Emergency Repair service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS 5.3 tasks.

Not to exceed $30,782.00 for OY3.

*Materials CLIN expenditures must be pre-approved by contract COR.

Contract Period: Option 3 POP Begin: 10-01-2023 POP End: 09-30-2024

Full Service Preventative Maintenance service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS Task 5.2 and Addendum B.

Contract Period: Option 4 POP Begin: 10-01-2024 POP End: 09-30-2025

Materials CLIN Annual Emergency Repair service of Computer Room Air Conditioning (CRAC) systems in accordance with PWS 5.3 tasks.

Not to exceed $32,629.00 for OY4.

*Materials CLIN expenditures must be pre-approved by contract COR.

Contract Period: Option 4 POP Begin: 10-01-2024 POP End: 09-30-2025

12.00

1.00

12.00

1.00

12.00

1.00

12.00

1.00

12.00

1.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized…