36C24821Q0900.docx

36C24821Q0900

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

36C24821Q0900 06-28-2021

VICTORIA ROBLES

407-646-4282 07-19-2021

4PM

EDT

36C248 Department of Veterans Affairs Orlando VA Medical Center 13800 Veterans Way Orlando

FL

32827 X X Y 238290 $16.5 Million N/A X 36C675 Department of Veterans Affairs Orlando VA Medical Center 5201 Raymond Orlando

Fl

32803 36C248 Department of Veterans Affairs Network Contracting Activity 8 (NCO 8) Orlando VA Medical Center 13800 Veterans Way Orlando

FL

32827

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin

TX

78714-9971 See CONTINUATION Page PM Vehicle Barrier System at the Orlando VAMC See CONTINUATION Page X 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:

b. GOVERNMENT: Contracting Officer 36C248 Department of Veterans Affairs Orlando VA Medical Center 13800 Veterans Way

Orlando FL 32827

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 Financial Services Center

P.O. Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE OF SERVICES

The Contractor shall provide all services in accordance with the Performance Work Statement.

Services to be furnished under this contract shall be ordered by the issuance of Task Orders (TO) by the Contracting Officer (CO).

LINs 1001 and 1002, 2001 and 2002, 3001 and 3002, 4001 and 4002, 5001 and 5002 are firm fixed priced, definite quantity CLINs and shall be invoiced upon acceptance of services rendered.

LINs 1003, 2003, 3003, 4003 and 5003 are indefinite quantity CLINs for labor and parts.

Authorization to perform services will be made through a task order. The Contractor shall not perform work under these LINs without authorization from the CO.

Note that Ordering Period 3 includes the sandblasting, per manufacturer’s instructions.

ORDERING PERIOD 1: 08-1-2021 through 07-31-2022

SUPPLIES/SERVICES

PRICE

TOTAL

PRICE

Contractor shall provide all services for road barriers per items listed in Appendix A and in accordance with PWS.

MO

TOTAL PRICE FOR ORDERING PERIOD 1: $ _____________

Labor Rates are applicable to LIN 1003

Normal $____ per/hr After Hrs $____ per/hr Wkd/Hol $____ per/hr

ORDERING PERIOD 2: 08-1-2022 through 07-31-2023

SUPPLIES/SERVICES

PRICE

TOTAL

PRICE

Contractor shall provide all services for road barriers per items listed in Appendix A and in accordance with PWS.

TOTAL PRICE FOR ORDERING PERIOD 2: $ _____________

Labor Rates are applicable to LIN 2003

Normal $____ per/hr After Hrs $____ per/hr Wkd/Hol $____ per/hr

ORDERING PERIOD 3: 08-1-2023 through 07-31-2024

SUPPLIES/SERVICES

PRICE

TOTAL

PRICE

Contractor shall provide all services for road barriers per items listed in Appendix A and in accordance with PWS.

TOTAL PRICE FOR ORDERING PERIOD 3: $ _____________

Labor Rates are applicable to LIN 3003

Normal $____ per/hr After Hrs $____ per/hr Wkd/Hol $____ per/hr

ORDERING PERIOD 4: 08-1-2024 through 07-31-2025

SUPPLIES/SERVICES

PRICE

TOTAL

PRICE

Contractor shall provide all services for road barriers per items listed in Appendix A and in accordance with PWS.

TOTAL PRICE FOR ORDERING PERIOD 4: $ _____________

Labor Rates are applicable to LIN 4003

Normal $____ per/hr After Hrs $____ per/hr Wkd/Hol $____ per/hr

ORDERING PERIOD 5: 08-1-2025 through 07-31-2026

SUPPLIES/SERVICES

PRICE

TOTAL

PRICE

Contractor shall provide all services for road barriers per items listed in Appendix A and in accordance with PWS.

TOTAL PRICE FOR ORDERING PERIOD 5: $ _____________

Labor Rates are applicable to LIN 5003

Normal $____ per/hr After Hrs $____ per/hr Wkd/Hol $____ per/hr

PERFORMANCE WORK STATEMENT (PWS)

Lake Nona Active Vehicle Barrier Maintenance

1. GENERAL: Inspect and maintain all active vehicle barriers according to manufacture recommend maintenance requirements at Orlando VA Medical Center Lake Nona Campus.

1.1 Description of Services/Introduction: The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision. The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform regular Full Preventive Maintenance Inspections (FPMI) monthly for equipment stated in Appendix A. Monthly inspection shall be performed on seventeen (17) Magnetic Autocontrol Corp. drop arm barriers and two (2) Viking Access Systems drop arm barriers. Repairs shall be performed for all barriers at Orlando Veterans Affairs Medical Center (Lake Nona Campus) as listed in Appendix A herein. Work shall comply with commercial standards for maintenance and repair of these units as well as all commercial, federal, state, and local requirements that may apply. Each Barrier consist of but not limited to actuators, control wiring, circuitry, structural framework, lighting, spring assembly, hydraulic related equipment, corresponding traffic lights, associated computerized systems and control cabinets as defined in this Performance Work Statement except for those items specified as government furnished property and services. The contractor shall perform to the standards in this contract.

1.2 Background: LKNA Active Vehicle Barrier one-time repair was completed December 2018. All equipment is 100% operational and regular preventive maintenance is being performed.

1.3 Objectives: Firm fixed price contract: Maintain and to keep fully operational of all equipment.

1.4 Scope: MAINTENANCE SERVICE: The contractor shall provide full preventive maintenance inspection (FPMI) and repair in accordance with equipment manufacturer’s specifications/recommendations, and industry standard practices to include checking and maintaining any computerized systems that support the active vehicle barrier. Contractor shall respond to service calls as determined by the government, perform periodic inspections as specified in appendix B, and be responsible for repair and replacement of all worn or failed components, installed additional systems (i.e. cameras, video processing cards, PLC’s, relays) and parts— including those parts which have reached their life expectancy and are prone to fail. Replacement parts shall be fully compatible with existing systems. Contractor shall provide trained mechanics and inspectors for all barrier maintenance. All inspection reports and checklists shall be provided to the Contracting Officer’s Representative (COR) within two (2) working days of the inspections and shall have the actual signature (non-photocopies) of the on-site project manager performing the inspections.

1.4.1 SPECIAL MAINTENANCE PROJECTS (SMP): The contractor shall perform preventive maintenance during each monthly inspection to ensure reliable and continuous safe operation. A preventive maintenance and inspection program shall be submitted to the Contracting Officer (CO) prior to implementation. Contractor shall ensure barriers meet manufacturer maintenance performance specifications. The contractor shall determine crew size needed for FPMI, repairs, or SMPs and payment will be based on one (1) crew not on number of individuals assigned to the crew. Crew/on site supervisor will notify the COR they have arrived on campus and will notify the COR when they are finished and leaving the campus. Payment for travel time is not authorized. Should the contractor require additional support from factory or other representatives these individuals shall be considered as part of the crew and not billed separately.

1.4.2 MAINTENANCE MANUALS, LOGS, and INSPECTION CHECKLISTS: The contractor shall obtain from the system manufactures all maintenance manuals and schematics prior to starting work with this contract. The contactor shall maintain a continuous data base with all part nomenclature, part numbers and serial numbers of all parts. This data base shall be verified by the COR within 30 days of award of the contract and at each Monthly inspection. The contractor shall update and maintain all manuals, schematics as changes occur and provide as-built schematics/diagrams in the event system changes have occurred. The contactor shall develop a maintenance log shall include a complete history of all maintenance and repairs, indicating dates and name of technician who performed the work. Copies of all maintenance logs shall be provided to the COR semi-annually. The Inspection Checklist (located in appendix C) shall be filled out and signed with each inspection of the AVB by the contractor and turned in with each FPMI to the COR.

1.4.3 REPAIRS, FULL PREVENTIVE MAINTENANCE INSPECTIONS (FPMI): The contractor shall perform FPMI and repair on all barrier and barrier systems in accordance with the contract schedule. Specific schedules and levels of service (i.e. monthly, duty hours or after duty hours) will be identified in appendix B. ALL FPMIs shall be performed in accordance with the inspection checklist in appendix C and D.

1.4.4 MONTHLY FPMI SCHEDULE: The contractor shall perform monthly inspections on all hydraulic barrier systems identified in appendix A. The government will provide inspection checklist as identified in appendix C. The government reserves the right to modify inspection checklist as necessary. The government reserves the right to reschedule any/ALL barrier inspections due to mission requirements.

1.4.5 MONTHLY FPMI SCHEDULE: All drop arm barrier inspections shall be accomplished semi-annually during normal duty hours. The government reserves the right to modify inspection checklist as necessary. The government reserves the right to reschedule any/ALL barrier inspections due to mission requirements.

1.4.6 REPAIRS: During any scheduled FPMI, the contractor shall immediately service any system that is not operating properly under the stipulation that no additional parts are required. Additional parts are not parts which should be maintained on hand as identified in Section V, paragraph 1.2. If the inoperable system(s) cannot be repaired during the inspection, the contractor shall notify the COR within one (1) hour of determining the irreparable status of the barrier or barrier system. The non-operational barrier shall be taken out of service (Clearance: barriers shall be lowered so that they cannot impede normal daily traffic).

1.4.7 COORDINATION: The contractor shall coordinate all inspections with the COR. COR will coordinated with VA Police for each inspection that shall affect any traffic on campus. The contractor shall wear road safety reflective vest and provide all safety warning cones in accordance with Department of Transportation and Occupational Safety and Health Administration requirements.

1.4.8 SERVICE CALLS: Service call repairs may be in the form of either routine or emergency call-ins when a barrier system is non-operational. The COR shall identify calls as routine or emergency before notifying the contractor.

1.4.9 ROUTINE SERVICE CALLS: If a mechanical or electrical system failure occurs during normal duty hours, a service call shall be placed to the contractor by the COR. Service calls are unscheduled maintenance requests pertaining to situations that hinder normal operational efficiency or serviceability of the barrier systems. The contractor shall respond to routine service calls within a 24-hour period, Monday through Friday, 7:30 am – 4:00 pm, or during the duty hours specified in appendix B. The contractor shall submit a description of the problem with a cost estimate to COR within two (2) duty days (work shall not be initiated without the COR or representative approval). If the malfunctioning barrier will be inoperable barrier it shall be taken out of service (Clearance: barriers shall be lowered so that it cannot impede normal daily traffic). The COR or representative shall notify the Contracting Officer on the corrective action falling outside the scope of this SOW. Corrective actions outside the SOW shall be decided by the government.

1.4.10 EMERGENCY SERVICE CALLS: Emergency service calls for this contract shall be determined by the Government and will require repair during or after normal work hours, weekends, and federal holidays. The government shall determine if the service call is an emergency. The contractor shall begin the emergency service within 1 hour after notification, regardless of the time of notification, and complete required work to a point of safe utilization. When a complete repair cannot be completed within one duty day, the contractor shall immediately notify the COR.

1.4.11 BARRIER PIT: The contractor shall maintain the cleanliness of barrier pits and shafts, which shall be free of trash, debris, oil, absorbents, dirt, silt, pine-needles and water.

1.4.12 PAINT/APPEARANCE: Barrier systems shall be maintained with High Adhesion Paint such as Grip-Tite® paint or an equivalent adhesive paint. At a minimum, they shall be touched up every summer, re-painted every two years and sandblasted and re-painted every five (5) years. The 5-year requirement for sandblasting and repainting of the barriers shall occur within 12 months after the contractor assumes responsibility for barrier maintenance under this SOW. The is required to perform the sand in option Period 3 (2023). Due to the barriers were last sandblasted in 2018.

1.4.13 CALLBACKS: Defective repairs shall be redone within two (2) duty days, unless it is deemed as an emergency repair by the COR and shall be repaired within six (6) hours as identified in paragraph 1.6.2. at no additional cost to the government.

1.4.14 COMMUNICATION AND RESPONSE TIME: The contractor will provide the Government with at least one primary and one alternate emergency contact phone number to initiate response. The contractor shall have a recording type system or answering service for use when personnel are not available to receive a service call requirement. The government shall coordinate all FPMI, repairs, and SMP actions directly with the local on-site project manager.

1.4.15 PARTS AND MATERIALS: No replacement parts shall be ordered by the contractor for repair of barriers or barrier systems prior to receiving a purchase order (PO) from the OVAMC in accordance with para 1.16. Reimbursement does not include parts and materials required for FPMIs (e.g. fuses, lubricants, hydraulic fluid, nuts and bolts, chalking). All FPMI parts and materials shall be on hand at time on FPMI.

1.4.16 The contractor shall be required to have all tools and equipment reasonably required to perform the inspection or repair at the time of initial arrival. The contractor shall be responsible for all damages to the system, or any parts thereof, to include damage due to not using the proper equipment/tools.

1.5 Period of Performance:

The Period of Performance reads as follows:

ORDERING PERIOD 1: 08-1-2021 through 07-31-2022 ORDERING PERIOD 2: 08-1-2022 through 07-31-2023 ORDERING PERIOD 3: 08-1-2023 through 07-31-2024 ORDERING PERIOD 4: 08-1-2024 through 07-31-2025 ORDERING PERIOD 5: 08-1-2025 through 07-31-2026

1.6 General Information

1.6.1 Quality Control: Performance of a service will be evaluated to determine whether it meets the performance threshold. Re-performance is the preferred method of correcting any unacceptable performance.

Performance Objective

One Time Repair Systems repaired and full operational.

PAINT/APPEARANCE

Repaint with in Two years of start of contract.

PAINT/APPEARANCE

Sandblasting of Barriers within Five Years of contract.

1.6.2 Quality Assurance: The government shall evaluate the contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government must do to ensure that the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

1.6.3 Recognized Holidays:

Normal workdays are Monday through Friday, 7:00am to 4:30pm except weekends and Federal Holidays. All work affecting normal flow of traffic shall be accomplished during Weekends, Holidays, evenings, or nights so that it does not affect daily operations.

1.6.4 Hours of Operation: The contractor is responsible for conducting business, between the hours of 7am to 3:30pm Monday thru Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. For other than firm fixed price contracts, the contractor will not be reimbursed when the government facility is closed for the above reasons. The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

1.6.5 Place of Performance: The work to be performed under this contract will be performed at:

1.6.6 Type of Contract: See Price schedule.

1.6.7 Security Requirements: Contractor personnel performing work under this shall be escorted by a VA employee always during inspection.

1.6.7.1 PHYSICAL Security: The contractor shall be responsible for safeguarding all government equipment, information and property provided for contractor use. At the close of each work period, government facilities, equipment, and materials shall be secured.

1.6.7.2 Special Qualifications: The contractor is responsible for ensuring all employees possess training in Hydraulic system training and maintain a certification during the execution of this contract."

1.6.8 Contracting Officer Representative (COR): The (COR) will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract: perform inspections necessary in connection with contract performance: maintain written and oral communications with the Contractor concerning technical aspects of the contract: issue written interpretations of technical requirements, including Government drawings, designs, specifications: monitor Contractor's performance and notifies both the Contracting Officer and Contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

1.6.9 Key Personnel: The follow personnel are considered key personnel by the government:

PART 2

DEFINITIONS & ACRONYMS

2. DEFINITIONS AND ACRONYMS:

2.1. CONTRACTOR. A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

2.1.1. CONTRACTING OFFICER. A person with authority to enter into, administer, and or terminate contracts, and make related determinations and findings on behalf of the government. Note: The only individual who can legally bind the government.

2.1.2. CONTRACTING OFFICER'S REPRESENTATIVE (COR). An employee of the U.S. Government appointed by the contracting officer to administer the contract. Such appointment shall be in writing and shall state the scope of authority and limitations. This individual has authority to provide technical direction to the Contractor as long as that direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

2.1.3. DEFECTIVE SERVICE. A service output that does not meet the standard of performance associated with the Performance Work Statement.

2.1.4. DELIVERABLE. Anything that can be physically delivered but may include non-manufactured things such as meeting minutes or reports.

2.1.5. KEY PERSONNEL. Contractor personnel that are evaluated in a source selection process and that may be required to be used in the performance of a contract by the Key Personnel listed in the PWS. When key personnel are used as an evaluation factor in best value procurement, an offer can be rejected if it does not have a firm commitment from the persons that are listed in the proposal.

2.1.6. PHYSICAL SECURITY. Actions that prevent the loss or damage of Government property.

2.1.7. QUALITY ASSURANCE. The government procedures to verify that services being performed by the Contractor are performed according to acceptable standards.

2.1.8. QUALITY ASSURANCE Surveillance Plan (QASP). An organized written document specifying the surveillance methodology to be used for surveillance of contractor performance.

2.1.9. QUALITY CONTROL. All necessary measures taken by the Contractor to assure that the quality of a product or service shall meet contract requirements.

2.1.10. SUBCONTRACTOR. One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

2.1.11. WORKDAY. The number of hours per day the Contractor provides services in accordance with the contract.

2.1.12. WORK WEEK. Monday through Friday, unless specified otherwise.

2.2. ACRONYMS:

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 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) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through end of the final ordering period.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $5,000.00;

(2) Any order for a combination of items in excess of $75,000.00; or

(3) A series of orders from the same ordering office within 1 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 2 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after .

(End of Clause)

C.5 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond . The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond , until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial…