36C24718Q0247-001.docx

36C24718Q0247

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

36C24718Q0247 02-16-2018

MARK WEST

8037764000 02-26-2018

4:30 P.M. EST

Department of Veterans Affairs W.J.B. Dorn VA Medical Center 6439 Garners Ferry Road Columbia SC 29209-1639 X X Y 541620 $15 Million N/A X See Delivery Schedule

Department of Veterans Affairs W.J.B. Dorn VA Medical Center 6439 Garners Ferry Road Columbia SC 29209-1639

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page

PLEASE ENSURE THE FULL SOLICITATION IS READ THOROUGLY

PAYING CLOSE ATTENTION TO THE FOLLOWING SECTIONS:

SEE SECTION B.2 FOR COMPLETE LIST OF ITEMS

SEE SECTION E FOR EVALUATION CRITERIA

*THIS IS A SMALL BUSINESS SET-ASIDE

See CONTINUATION Page X X

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C247 Department of Veterans Affairs W.J.B. Dorn VA Medical Center 6439 Garners Ferry Road Columbia SC 29209-1639

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Statement of Work

Pharmacy Microbiological Monitoring USP 797 Compliance

1. GENERAL

This requirement is to obtain a firm-fixed priced service contract for the William Jennings Bryan (WJB) Dorn VA Medical Center as the facility has an International Standards Organization (ISO) Class 7 Clean Room for compounding sterile preparations. To support the agency mission and regulations of sterile compounding, the government requires technical analysis services.

2. BACKGROUND

The WJB Dorn VA Medical Center is a 216-bed facility, encompassing acute medical, surgical, psychiatric, and long-term care. The hospital is located in Columbia, South Carolina and provides primary, secondary, and some tertiary care. Sterile preparations are used for, but not limited to, Operating Room, Inpatient, and emergency, compounds. Microbiological sampling and analysis shall be conducted at the WJB Dorn VA Medical Center’s Pharmacy Intravenous (IV) Room, as well as the Chemotherapy Pharmacy Room, in compliance with United States Pharmacopeia, Chapter 797 (USP 797) standards.

3. PERIOD OF PERFORMANCE:

This procurement is for a Base Year with the possibility of four (4) one-year option periods.

Services are to be performed during normal business hours; Monday through Friday, 8:00 a.m. – 5:00 p.m. Excluding weekends and holidays. No overtime is allowed at this time.

4. PLACE OF PERFORMANCE:

WJB Dorn VA Medical Center 6439 Garners Ferry Road Columbia, SC 29209

5. PERFORMANCE REQUIREMENTS

A Contracting Officer Representative (COR) and/or Alternate Contracting Officer Representative (ACOR) shall be assigned to this procurement and written notification shall be provided to the Contractor after award.

· Scheduling of work performance shall be arranged through the designated COR/ACOR assigned.

All work under this contract shall be monitored by the COR. Final inspection and acceptance of all work performed, reports and other deliverables shall be performed at the place of delivery by the COR.

The COR, with the assistance of the other affected Project Managers, is responsible for:

· Setting task priorities, revising task priorities when necessary;

· Communicating these priorities to the Contractor;

· After consultation with the Contracting Officer when appropriate, modifying delivery dates and schedules, so that the revised priorities can be met, and

· Formally assessing the level of Contractor performance and ascribing the extent to which quality assurance and acceptable performance levels have been met

The Contractor shall provide the following service having demonstrated experience and provide support staff, meeting the following requirements:

· Knowledge and understanding of USP797 and USP1116; American Industrial Hygiene Association (AIHA); and American Conference of Government Industrial Hygiene (ACGIH).

· Knowledge of the Industry Standards for Microbiological Sampling and Assessments.

· Knowledge and Experience in managing and providing required clean room and Sterile Environment Microbiological Sampling and Assessment.

· Provide at least one Certified Industrial Hygienist (CIH); certified by the American Board of Industrial Hygiene (ABIH).

The Contractor shall perform Sample Testing for Fungi and Bacteria using an Impaction Air Sampler (collecting sufficient air for testing per the manufacturers guidelines (normally 400-1000 liters)) and Agar Plates in the anteroom, near the clean room doorway, inside the clean room twelve inches from each laminar hood and biological safety cabinet and inside of each laminar hood and biological safety cabinet.

· Test shall be conducted in the following rooms:

· IV Room 1A113A

· Main Pharmacy, 1st Floor

· Chemotherapy Pharmacy

· Main Hospital, 5th Floor

The Contractor shall provide management and technical services to support the following tasks:

*Note: Microbiological sampling of clean rooms (ISO Class 7) and anterooms (ISO Class 8) is recommended by draft document USP 797. The sampling strategy recommended by USP 797 is to sample for fungi and bacteria using an impactor and agar plates in the anteroom, near the clean room doorway, inside the clean room twelve inches from each laminar flow hood and biological safety cabinet and inside of each laminar flow hood and biological safety cabinet.

*Note: USP 797 recommends baseline air sampling of clean rooms and anterooms prior to their initial use, and semi-annually thereafter for low to medium risk compounding sterile preparation areas, and after any facility construction or equipment servicing. USP 797 also recommends surface sampling and settling plate or air sampling inside ISO Class 5 laminar flow hoods and biological safety cabinets; identified contaminates and/or, air flow changes. According to USP 797, fungi and bacteria are not expected to be present in ISO Class 5 areas.

The scope of this effort includes services necessary to ensure USP 797 compliance.

Specifically, the scope of services to be conducted in the Intravenous (IV) room, as well as, the Oncology room, requirements include:

· Bacteria air sample analysis

· Fungi air sample analysis

· Bacteria surface sample analysis

· Fungi surface sample analysis

· Bacteria glove dip sample analysis for IV and Oncology Pharmacists

· Bacteria glove dip sample analysis as needed for other staff

· Prepare and submit laboratory test

PROJECT MANAGEMENT

Work efforts performed in support of this service require managements expertise, oversight, control, and directing in: time management; quality assurance; and quality control. Using certified personnel and up-to-date equipment, the Contractor shall:

· Utilize a CIH, monthly, to collect air and surface samples and conduct analysis

· All samples shall be analyzed by a laboratory accredited by AIHA in Environmental Microbiology

· Each session shall be scheduled at least five (5) working days in advance and is subject to the workload of the Pharmacy.

· Each session is to be scheduled with the IV Pharmacist, with the approval of the Contracting Officer Representative (COR).

· Any lab results, equal to or greater than, the action as outline within USP 797, shall require notification of the COR and IV Pharmacist, immediately upon receipt of the laboratory results. Results of these levels (or above), may also require re-sampling to be performed, after actions are taken to correct the microbiological growth, deemed appropriate by the Chief of Pharmacy (or the designee).

· Resampling and analysis shall be performed within 24 hours of notification the COR or designee.

Perform all Microbiological sampling for WJB Dorn VA Medical Center Pharmacy clean room and, upon completion of construction, the satellite Pharmacy clean room in compliance with USP 797 standard.

Resampling and test shall be performed within 24 hours of notification by the COR.

DOCUMENTATION

The Contractor shall develop a system to issue a report for each analysis, on a monthly basis to be submitted to the facility.

The Contractor shall provide the following documentation for each analysis:

· Provide name, address, and proof of accreditation in environmental microbiology by AIHA for the laboratory to be utilized for microbiological sample analysis.

· Each report shall include at a minimum:

· Date

· Time

· Name of the Industrial Hygienist

· Narrative of work practices used

· Results of sampling

· Location where samples were collected

· Narrative interpretation of laboratory results

· Comparison chart or table showing results of all monthly sampling by month and sample location

· Laboratory results

· Closed Chain of Custody.

· A report shall be issued, for each sampling session, via electronic copy. Report shall be delivered via e-mail, to the: COR; IV and Chemotherapy Pharmacists; Inpatient Supervisor; and Chief of Pharmacy (or designee), within ten (10) business days of the receipt of laboratory results, but not later than fifteen (15) business days after completion of samples being collected.

· All laboratory results shall be reported in Colony Forming Units (CFU’s)

DELIVERABLES AND DELIVERY SCHEDULE

The delivery schedule of sample collection and written reports is outlined in a delivery schedule table below.

Contract Management Plan – The Contractor shall prepare draft and final Contract Management Plan specifying the tasks, sub tasks, and approaches to be used to provide the services and products specified including the deliverable documents, analyses, and reports necessary to fulfill the requirements. This Plan shall be delivered in draft not later than seven (7) calendar days following the award of the Contract.

Quality Control Plan – The Contractor shall prepare draft and final version of a Quality Control Plan specifying the tasks, sub tasks, and approaches to be used to ensure adequate quality and integrity of work developed. This Plan shall be delivered in draft not later than seven (7) calendar days following the approval of the Contract Management Plan.

Program and Project Plans – The Contractor shall prepare draft and a final version of a Specific Program and Project Plans, as directed, that are appropriate for the size and scale of technical efforts being undertaken. These plans shall specify the tasks, sub tasks, dependencies, resource requirements, and schedules, required to complete specific technical programs or projects. When approved by the COR, these plans shall be used to monitor, control, and report progress, and issues. These plans shall be updated as required and approved by the COR as required to maintain currency with project objectives, activities, and direction.

Monthly Analysis Reports – The Contractor shall prepare and submit a final monthly report. Report shall be all inclusive of certification documented and results of microbiological analysis’. The report shall be submitted to the COR on or before the 10th calendar day of each month.

DELIVERY SCHEDULE

Final Contract Management Plan Five business days after receipt of Government comments upon reviewing of the “draft” version.

Draft Quality Control Plan One week (seven calendar days) after final Contract Management Plan

Final Quality Control Plan Five business days after receipt of Government comments upon reviewing of the “draft” version.

NOTICE REGARDING LATE DELIVERY

The Contractor shall notify the COR, as soon as it becomes apparent to the Contractor, that a scheduled delivery shall be late. The Contractor shall include in the notification the rationale for late delivery, the expected date for the delivery and the project impact of the late delivery.

The COR shall review the new schedule and provide guidance to the Contractor.

The Contractor is responsible for providing personnel with the necessary level of expertise to support the task activities and service requirements.

CONTRACTOR QUALIFICATIONS/CERTIFICATION

The Contractor shall provide a single point of contact that shall serve as the project manager for the life of the Contract.

Certifications – Certified Industrial Hygienist (CIH), by the American Board of Industrial Hygiene (ABIH).

· Key personnel shall be available on site for the majority of the time necessary to complete the tasks. For each proposed key person, a list of qualifications shall be submitted to the COR.

NOTE: Industrial Hygiene Technicians shall not be utilized on this project.

GENERAL ACCEPTANCE CRITERIA

General quality measures as set forth below shall be applied to each work product received from the Contractor.

· Accuracy - Work Products shall be accurate in presentation, technical content, and adherence to accepted elements of style.

· Clarity - Work Products shall be clear and concise. Any/All diagrams shall be easy to understand and be relevant to the supporting narrative.

· Consistency to Requirements - All work products shall satisfy the requirements of this service.

· File Editing - All text and diagrammatic files shall be editable by the Government.

· Format - Work Products shall be submitted in hard copy and in media mutually agreed upon prior to submission.

· Timeliness - Work Products shall be submitted on or before the due date specified, as described in assigned tasks or submitted in accordance with a later scheduled date determined by or approved by the COR.

QUALITY ASSURANCE

The COR shall review, for completeness, preliminary or draft documentation that the Contractor submits, and may return it to the Contractor for correction. Absence of any comments by the COR shall not relieve the Contractor of the responsibility for complying with the requirements. Final approval and acceptance of documentation required herein shall be by letter of approval and acceptance by COR.

The Contractor shall not construe any letter of acknowledgment of receipt material as a waiver of review, or as an acknowledgment that the material is in conformance. Any approval given during preparation of the documentation, or approval for shipment shall not guarantee the final acceptance of the completed documentation.

Contractor shall ensure all tools and equipment are secured at all times.

· Tools and equipment must be removed from open areas or stored in secured location during breaks, lunch, and/or at the end of each work day.

· All debris must be removed from the facility upon completion of service each day.

Contractor shall ensure proper signage and/or blockage of service area is provided and clearly visible to ensure patient/employee safety is adhered to.

Smoking is not permitted within the facilities at any time. All smoking will be conducted in designated smoking areas only.

6. INVOICES:

1. Payment will be made upon receipt of a properly prepared detailed invoice, prepared by the Contractor and submitted through Tungsten Network (formerly known as OB10) http://www.tungsten-network.com/us/en/. A properly prepared invoice shall contain:

· Invoice Number and Date

· Contractor’s Name and Address

· Accurate Purchase Order Number

· Supply or Service provided

· Period Supply or Service Provided

· Total Amount Due

1. Please begin submitting your electronic invoices through the Tungsten Network for payment processing, free of charge.

1. If you have questions about the e-invoicing program or Tungsten Network, contact information is as follows:

· Tungsten e-Invoice Setup Information: 1-877-489-6135

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

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov

7. RECORDS MANAGEMENT LANGUAGE FOR CONTRACTS:

The following standard items relate to records generated in executing the contract and should be included in a typical Electronic Information Systems (EIS) procurement contract:

1. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

1. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

1. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

1. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

1. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

1. The Government Agency owns the rights to all data/records produced as part of this contract.

1. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

1. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

1. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 03-03-2018 POP End: 12-03-2018

Contract Period: Option 1 POP Begin: 12-04-2018 POP End: 12-03-2019

Contract Period: Option 2 POP Begin: 12-04-2019 POP End: 12-03-2020

Contract Period: Option 3 POP Begin: 12-04-2020 POP End: 12-03-2021

Contract Period: Option 4 POP Begin: 12-04-2021 POP End: 12-03-2022

GRAND TOTAL

B.3 DELIVERY SCHEDULE

6439 Garners Ferry Road Columbia, SC 29209

USA

ALL

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SECTION C - CONTRACT CLAUSES

C.1 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-4 Notice of Price Evaluation Preference for HubZone Small Business Concerns. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

C.2 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

C.3 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(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 SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM 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 SAM database to ensure it is current, accurate and complete. Updating information in the SAM 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 SAM 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 SAM 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 SAM 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 SAM database. Information provided to the Contractor's SAM 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 SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (NOV 2017)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

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

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

(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…