36C24818Q0826-002.docx

Section A COMBINED SYNOPSIS/SOLICITATION RFQ 36C24818Q0826 A.1 General Information

A.2 Contracting Office Address

NCO 8

ATTN: Steven P. Scharlow 10000 Bay Pines Blvd, Bldg. 2 RM 324 Bay Pines, FL 33744 A.3 Description This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotations are being requested, and a written solicitation document will not be issued.

This solicitation is a request for quotations (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2005-99 effective 6-15-2018.

The Network Contracting Office 8-SAO East intends to award a fixed-price requirements contract to provide commercial services, providing for all labor, equipment, materials, services, supervision, management and transportation necessary to complete the environmental remediation services for BPVAHCS in accordance with the below Performance Work Statement (PWS) and attached Price Schedule.

The associated North American Industrial Classification System (NAICS) code for this procurement is 562910 - Remediation Services, with a small business size standard of $20.5 million or 750 employees.

Set-Aside Requirement: The Government reserves the right to make no award from this solicitation.

A.4 SITE VISIT: The site visit will be held on Thursday 6/28/2018 by 09:00 AM Eastern at the Bay Pines VA Medical Facility, 10000 Bay Pines Blvd, Bldg. 100, Bay Pines, FL 33744, (see Statement of Work, Map1). Vendors are required to contact Claudia Boutot at (727) 369-6661 ext. 15710 or Claudia.Boutot@va.gov to sign up for the site visit. Vendors shall meet Claudia Boutot in Bld. 2, Room 101. The two sites requiring remediation services are located within the BPVAHCS.

* Per FAR clause 52.237-1 - Site Visit, interested vendors are urged and expected to inspect the site prior to submission of quotes. Additionally, quotes shall include pricing for the first task order for the two sites that will be visited.*

You are reminded that representatives from your company SHALL NOT contact any Bay Pines VA Health Care System staff to discuss this RFQ during this RFQ process. All questions and concerns regarding this RFQ shall be directed to Elena Bass, the Contracting Specialist.

A.5 VENDOR QUESTIONS: All questions regarding this RFQ must be in writing and may be sent by e‐mail to elena.bass@va.gov and steven.scharlow@va.gov. Questions must be received no later than Monday 7/2/2018 by 09:00 AM Eastern. No further questions will be accepted after that date and time.

A.6 ANSWERS TO VENDOR QUESTIONS: Answers to vendor questions will be posted on FBO no later than Tuesday 7/3/2018 by 04:00 PM Eastern.

A.7 QUOTE SUBMISSION: Offers are due on/or before of Monday 7/9/2018 by 04:00 PM Eastern. Quotes shall be sent by e‐mail “only” to the Contracting Specialist (Elena Bass) at elena.bass@va.gov. The Government will award a Fixed-Price Requirements Contract to provide commercial services resulting from this RFQ to the responsible vendor whose quote is the Lowest Price Technically Acceptable (LPTA) offer. Please see section 8 Evaluation of Quotations or Offers on page 80 for instructions on Quote Submission.

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Mobilization (to include all labor, materials, equipment and incidentals) Contract Period: Base POP Begin: 07-15-2018 POP End: 07-14-2019

Site assessment/visit

On-site emergency response assessment, within 2 hours (to include all labor, materials, equipment and incidentals)

Well installation (to include all labor, materials, equipment and incidentals)

Final report to Florida Department of Environmental Conservation (FDEP) (remediation, decommissioning, monitoring, etc.)

Correspondence to Florida Department of Environmental Conservation (FDEP)

Excavation/Site preparation

Utilities Survey (to include all labor, materials, equipment and incidentals)

Soil & groundwater remediation (to include all labor, materials, equipment, and incidentals)

Soil sampling (to include all labor, materials, equipment and incidentals)

Groundwater sampling (to include all labor, materials, equipment and incidentals)

Engineering/Subject matter expert consultation

Permitting

Well decommissioning (to include all labor, materials, equipment and incidentals)

Impacted soil removal and disposal (by cubic yard)

Impacted groundwater removal and disposal (55 gallons drum)

Laboratory analysis (AEL approved)

Tank removal (400 gallons to 1000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (1500 gallons to 2000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (4000 gallons to 10,000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (30,000 gallons to 40,000 gallons) (to include all labor, materials, equipment, and incidentals)

Site supervisor service

Certified Professional Engineer (PE) or Professional Geologist (PG)

Project designer

Project Quality Assurance/Quality Control

Administrative services

Mobilization (to include all labor, materials, equipment and incidentals) Contract Period: Option 1 POP Begin: 07-15-2019 POP End: 07-14-2020

Site assessment/visit

On-site emergency response assessment, within 2 hours (to include all labor, materials, equipment and incidentals)

Well installation (to include all labor, materials, equipment and incidentals)

Final report to Florida Department of Environmental Conservation (FDEP) (remediation, decommissioning, monitoring, etc.)

Correspondence to FDEP

Excavation/Site preparation

Utilities Survey (to include all labor, materials, equipment and incidentals)

Soil & groundwater remediation (to include all labor, materials, equipment, and incidentals)

Soil sampling (to include all labor, materials, equipment and incidentals)

Groundwater sampling (to include all labor, materials, equipment and incidentals)

Engineering/Subject matter expert consultation

Permitting

Well decommissioning (to include all labor, materials, equipment and incidentals)

Impacted soil removal and disposal (by cubic yard)

Impacted groundwater removal and disposal (55 gallons drum)

Laboratory analysis (AEL approved)

Tank removal (400 gallons to 1000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (1500 gallons to 2000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (4000 gallons to 10,000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (30,000 gallons to 40,000 gallons) (to include all labor, materials, equipment, and incidentals)

Site supervisor service

Certified Professional Engineer (PE) or Professional Geologist (PG)

Project designer

Project Quality Assurance/Quality Control

Administrative services

Mobilization (To include all labor, materials, equipment and incidentals) Contract Period: Option 2 POP Begin: 07-15-2020 POP End: 07-14-2021

Site assessment / visit

On-site emergency response assessment, within 2 hours. (To include all labor, materials, equipment and incidentals)

Well installation (To include all labor, materials, equipment and incidentals)

Final report to Florida Department of Environmental Conservation (FDEP) (remediation, decommissioning, monitoring, etc.)

Correspondence to FDEP

Excavation / Site preparation

Utilities Survey (to include all labor, materials, equipment and incidentals)

Soil & groundwater remediation (to include all labor, materials, equipment and incidentals)

Soil sampling (to include all labor, materials, equipment and incidentals)

Groundwater sampling (to include all labor, materials, equipment and incidentals)

Engineering/Subject matter expert consultation

Permitting

Well decommissioning (to include all labor, materials, equipment and incidentals)

Impacted soil removal and disposal (by cubic yard)

Impacted groundwater removal and disposal (55 gallons drum)

Laboratory analysis (AEL approved)

Tank removal (400 gallons to 1000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (1500 gallons to 2000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (4000 gallons to 10,000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (30,000 gallons to 40,000 gallons) (to include all labor, materials, equipment, and incidentals)

Site supervisor service

Certified Professional Engineer (PE) or Professional Geologist (PG)

Project designer

Project Quality Assurance/Quality Control

Administrative services

Mobilization (to include all labor, materials, equipment and incidentals) Contract Period: Option 3 POP Begin: 07-15-2021 POP End: 07-14-2022

Site assessment/visit

On-site emergency response assessment, within 2 hours (to include all labor, materials, equipment and incidentals)

Well installation (to include all labor, materials, equipment and incidentals)

Final report to Florida Department of Environmental Conservation (FDEP) (remediation, decommissioning, monitoring, etc.)

Correspondence to FDEP

Excavation/Site preparation

Utilities Survey (to include all labor, materials, equipment and incidentals)

Soil & groundwater remediation (to include all labor, materials, equipment and incidentals)

Soil sampling (to include all labor, materials, equipment and incidentals)

Groundwater sampling (to include all labor, materials, equipment and incidentals)

Engineering/Subject matter expert consultation

Permitting

Well decommissioning (to include all labor, materials, equipment and incidentals)

Impacted soil removal and disposal (by cubic yard)

Impacted groundwater removal and disposal (55 gallons drum)

Laboratory analysis (AEL approved)

Tank removal (400 gallons to 1000 gallons) To include all labor, materials, equipment, and incidentals.

Tank removal (1500 gallons to 2000 gallons) To include all labor, materials, equipment, and incidentals.

Tank removal (4000 gallons to 10,000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (30,000 gallons to 40,000 gallons) (to include all labor, materials, equipment, and incidentals)

Site supervisor service

Certified Professional Engineer (PE) or Professional Geologist (PG)

Project designer

Project Quality Assurance/Quality Control

Administrative services

Mobilization (to include all labor, materials, equipment and incidentals) Contract Period: Option 4 POP Begin: 07-15-2022 POP End: 07-14-2023

Site assessment/visit

On-site emergency response assessment, within 2 hours (to include all labor, materials, equipment and incidentals)

Well installation (to include all labor, materials, equipment and incidentals)

Final report to Florida Department of Environmental Conservation (FDEP) (remediation, decommissioning, monitoring, etc.)

Correspondence to FDEP

Excavation/Site preparation

Utilities Survey (to include all labor, materials, equipment and incidentals)

Soil & groundwater remediation (to include all labor, materials, equipment, and incidentals)

Soil sampling (to include all labor, materials, equipment and incidentals)

Groundwater sampling (to include all labor, materials, equipment and incidentals)

Engineering/Subject matter expert consultation

Permitting

Well decommissioning (to include all labor, materials, equipment and incidentals)

Impacted soil removal and disposal (by cubic yard)

Impacted groundwater removal and disposal (55 gallons drum)

Laboratory analysis (AEL approved)

Tank removal (400 gallons to 1000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (1500 gallons to 2000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (4000 gallons to 10,000 gallons) (to include all labor, materials, equipment, and incidentals)

Tank removal (30,000 gallons to 40,000 gallons) (to include all labor, materials, equipment, and incidentals)

Site supervisor service

Certified Professional Engineer (PE) or Professional Geologist (PG)

Project designer

Project Quality Assurance/Quality Control

Administrative services

B.2 PERFORMANCE WORK STATEMENT

ENVIRONMENTAL REMEDIATION SERVICES FOR THE BAY PINES VA

HEALTHCARE SYSTEM (BPVAHCS)

I. SCOPE OF WORK: The Contractor shall furnish all labor, equipment, materials and services necessary to provide emergency response, excavation, remediation (including potential storage tank removal from site), groundwater well installation, groundwater monitoring, water sampling, and reporting services for contaminated or impacted soil/groundwater for the Bay Pines VA Healthcare System (BPVAHCS). Contractors are expected to inspect the site where services are to be performed and to satisfy themselves regarding all general and local conditions that may affect the cost of contract performance.

II. TYPE OF CONTRACT: The Department of Veteran Affairs (VA) intends to issue a fixed-price requirements contract to provide commercial services. The selected Contractor will have a favorable record of past performance in providing the services described in the Performance Work Statement (PWS), and be familiar with the legal requirements related to the services.

III. TERM OF CONTRACT: This contract is effective from July 15, 2018 through July 14, 2019, with 4 option years.

IV. RATES: Service rates rendered for requirements contract are determined by what services are needed and be found on the line items associated with those services.

V. PROJET OVERVIEW

Contractor shall furnish all labor, equipment, materials and services necessary to provide emergency response, excavation, remediation, impacted soil/water removal, well installation, monitoring, water sampling, reporting services, storage tank removal, site area sampling, well decommissioning, and tank decommissioning services for the BPVAHCS.

There are two current sites within the BPVAHCS requiring remediation services. During construction of a new mental health addition (MHA) located, on the C.W Bill Young campus, in 2013; four (4) abandoned 30,000-gallon fiberglass underground storage tanks (USTs) containing diesel fuel, used for emergency generators, were removed from the BPVAHCS. During the removal process, it was it was not possible to remove the fiberglass tanks without destroying them and this inevitably led to the mixing of diesel fuel impacted soil with the groundwater. Although soil and groundwater remediation had begun at the location, construction activities prevented continue groundwater monitoring to meet FDEP Groundwater Cleanup Target Levels (GCTL). (Technical information on previous monitoring well locations and GCTLs results are available, on request, at the Safety and Emergency Management Office) A second remediation site is located at the C.W. Bill Young campus, Building 40. This location requires soil and groundwater remediation, due to a diesel fuel spill. Existing daily fuel tank within same building will be decommissioned.

A. Specifications / Work Performance Statement: The responsibility of the selected contractor at BPVAHCS includes the following:

1. Complete a routine or emergency site visit by a Professional Engineer (PE) or Professional Geologist (PG), as determined by the Contracting Officer Representative (COR).

a. Routine Site Visit: Routine response shall be scheduled during normal business hours by mutual agreement between the COR and contractor. A site visit, consultation, plan of action, mobilization, site preparation, and impacted soil/water remediation are needed within 2 days. Within 5 days, a site assessment, correspondence/communication with the FDEP (if needed), and preliminary report is required.

b. Emergency Site Visit: Emergency response requires immediate action. A site visit, consultation, plan of action, mobilization, site preparation, and impacted soil/water remediation are needed within 2 hours. Within 24 hours, a site assessment, correspondence/communication with the FDEP (if needed), and preliminary report is required.

2. Contractor shall provide labor, equipment, materials and services necessary to complete well installation, excavation, remediation, fuel impacted soil/water removal, well installation, monitoring, water and soil sampling, reporting services, storage tank removal, and well decommissioning services for the BPVAHCS.

3. During remediation efforts, contractor shall obtain a minimum of two “Clean” consecutive water sampling events (Groundwater Cleanup Target Level (GCTL), and ensure well is closed to the standards set forth by Florida Department of Environmental Protection (FDEP) requirements.)

4. All contaminants, impacted by contaminant(s) water, and waste materials removed from the impacted locations shall be transported to an offsite facility for recycling or disposal as appropriate. Disposal of waste materials shall be in accordance with applicable local, State and Federal regulations. The Contractor will be responsible for all clean up on site from any spills during the cleaning and removal process.

5. All waste leaving the facility must be signed by a U.S. Department of Transportation certified hauler. Wastes leaving the facility must be signed by an approved BPVAHCS representative [i.e. Green Environmental Management Systems (GEMS) Program Manager, environmental protection specialist, or safety specialist].

6. Water samples must be sent for laboratory analysis by the contractor. Two consecutive “clean” groundwater samples must be obtained.

7. A written report of any/all findings regarding groundwater sampling results must be provided to the BPVAHCS within 5 business days.

B. BPVAHCS Sites: The BPVAHCS facilities include, but are not limited to: C.W. Bill Young VA Medical Center, Out Patient and Rural Clinics, Community Based Outpatient. Below is the list of current facilities:

1. C.W. Bill Young VA Medical Center

2. Bradenton Community-Based Outpatient Clinic 5520 S.R. 64 Suite 101 Bradenton, FL 34208

3. Lee County VA Healthcare Center

4. Naples Community-Based Outpatient Clinic

5. Palm Harbor Community-Based Outpatient Clinic

6. Port Charlotte Community-Based Outpatient Clinic

7. Sarasota Community-Based Outpatient Clinic

8. Sebring Community-Based Outpatient Clinic

9. St. Petersburg Community-Based Outpatient Clinic

VI. SCHEDULING, PHASING, AND WORKING HOURS

All work hours MUST be coordinated with the project’s Contracting Officer Representative (COR) in the Safety Office. The COR reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally supervises the work to be performed under this contract. Such designation shall be in writing and shall define the scope and limitations of the designee's authority. A copy of the designation(s) shall be furnished to the Contractor at time of award.

The COR may direct and arrange the Contractor’s work schedule in specific areas of BPVAHCS to coordinate with daily activities and operations. Duties and responsibilities of the COR include, but are not limited to, the following:

A. Provides contract oversight and technical guidance to the Contractor.

B. Acts as technical liaison between BPVAHCS, the Contractor, and the Contracting Officer.

C. Determining whether contract deliverables meet functional, technical, and performance specifications.

Communication with the COR is mandated. Failure to meet with the COR or Safety Office Representative at the time of arrival on site for work to be conducted will be recorded as a non-conformance of the contract and noted as a deficiency.

All administrative functions remain with the VA Contracting Officer. Any modifications to the contract, including those involving no-cost changes, increases and decreases in cost or level of services provided, termination or extension of the contract (in part or in whole) and decisions concerning claims or disputes, must be authorized in writing by the Contracting Officer.

Some VA areas may be conducive to work outside normal working hours (Weekends, Holidays, Evenings and Nights) so as not to interfere with normal Hospital functions. However, most work shall be conducted during normal business hours (7:00 am to 5:00 pm, Monday through Friday). All requests for work during normal business hours must be requested by the Contractor at least 14 calendar days in advance. Work is normally not conducted on Federal holidays. The following is a list of Federal holidays:

New Year's Day Martin Luther King's Birthday President's Day Memorial Day Fourth of July Labor Day Columbus Day Veterans Day Thanksgiving Day Christmas Day

VII. GOVERNMENT FURNISHED INFORMATION

All available information will be provided upon request to the Contractor. Documents are provided without warranty or obligation as to the accuracy or information contained in the files. Any user shall agree to indemnify and hold the VA harmless from any and all claims, damages, losses, and expenses.

VIII. DOCUMENT REQUIREMENTS

A. General: It shall be noted that meetings beyond those specified in this document shall be kept at a minimum but will be required to correct deficiencies or unsatisfactory progress.

B. Submission

1. The completed package shall fully satisfy the conditions and intent of the VA in accordance with FDEP regulations. Any and all waste manifests, laboratory analytical results, reports, progress/status pictures, and correspondences from the FDEP will be disclosed to BPVAHCS.

2. Additional Meetings and/or document submissions beyond the stated submissions and meetings above, will be required if the VA determines that submission completion is unmet.

IX. PERFORMANCE AND QUALITY STANDARDS

· Disincentive: Unfavorable contractor performance evaluation

· Repeated violation may result in termination of services

· Disincentive: Unfavorable Contractor Performance Evaluation

· Continued insufficient or late reports may result in contract termination.

· Disincentive: Unfavorable Contractor Performance Evaluation

· Results reported during quarterly QA meetings

· Continued insufficient or late reports may result in contract termination.

· Disincentive: Unfavorable Contractor Performance Evaluation

· Results reported during quarterly QA meetings

· Repeated violation may result in contract termination.

Map 1

36C24818Q0826

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

This solicitation includes FAR 52.219-27 -- Notice of Service-Disabled Veteran-Owned Small Business Set-Aside. 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 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C248 Department of Veterans Affairs Network Contracting Office 8 (248) Room 315, Bldg. 2 10,000 Bay Pines Blvd Bay Pines FL 33744

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:

C.4 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…