36C25018Q0031-001.docx

36C25018Q0031

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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

610-18-1-6091-0003 610-18-1-6091-0010 36C25018Q0031 11-17-2017 Toni Walker 260-426-5431 11-27 -2017 One (1) pm est.

Department of Veterans Affairs Network Contracting Office 10 Ft. Wayne Campus 2500 E State Blvd Fort Wayne IN 46805 X 811310 $7.5 Million X N/A X Department of Veterans Affairs Northern Indiana Health Care System Ft. Wayne Campus - 2121 Lake Avenue Fort Wayne IN 46805 Department of Veterans Affairs Network Contracting Office 10 Ft. Wayne Campus 2500 E State Blvd Fort Wayne IN 46805

Department of Veterans Affairs Financial Management System (FMS) PO Box 149971 Austin TX 78714-9971 512-242-7300 N/A See CONTINUATION Page The contractor shall provide all labor, material, parts, equipment, supervision and transportation to provide elevator inspection for designated elevators, dumbwaiter inspection at the Marion and Fort Wayne Campuses (NIHCS).

A walk-thru will be conducted on Nov 21, 2017 at 9:00a.m.

at the Marion Campus located at 1700 East 38th Street, Marion, IN 46953-4589 - Engineering Building #52, Room 105.

It is highly encouraged that all prospective offerors attend the walk-thru.

Question shall be submitted in writing toni.walker@va.gov no later than 11/23/2017 at 1:00p.m. No additional questions will be accepted after this date.

See CONTINUATION Page 610-3680162-6091-854100-2580 010050100 X X One(1) Kristina L. Gandy Contracting Officer Table of Contents

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:

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

[X] 52.232-34, Payment by Electronic Funds Transfer - Other Than System For Award Management, or [] 52.232-36, Payment by Third Party

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.

5. SUBMISSION OF OFFER:

a. Offerors shall complete and return all information designated in:

3.) The Price/Cost Schedule, Section B

b. By submission of an offer, the offeror acknowledges the requirement that the prospective awardee shall be registered in the System for Award Management (SAM) database prior to award. Offerors who are not registered in SAM should consider applying for registration immediately. Registration in SAM is a requirement to conduct business with the Federal Government. If the prospective awardee is not registered in SAM within the timeframe specified by the Contracting Officer, the successful offeror may be removed from further consideration for award. Offerors can register in SAM at https://www.sam.gov.

c. Simplified Acquisition Procedures of FAR 12 and 13 are being used to conduct the procurement.

d. Offeror must be certified in the SAM representations and certifications in FAR 52.212-3 that the firm meets the small business size standard for the NAICS Code assigned to the procurement.

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

AMENDMENT NO DATE

B.1 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.

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B.2 PRICE SCHEDULE

Description: The contractor shall provide shall provide all labor, material, parts, equipment, supervision and transportation to provide elevator inspection for designated elevators, dumbwaiter inspection for Northern Indiana Health Care System (NIHCS) Marion and Fort Wayne Campuses according to the Statement of Work (SOW).

Schedule of Services: NIHCS Marion Campus Elevator Maintenance Base Year: Date of Award through 9/30/2018

Base Year Total

Option Year One (1): Period of Performance 10/1/2018 through 9/30/2019

Option Year One (1) Total

Option Year Two (2): Period of Performance 10/1/2019 through 9/30/2020

Option Year Two (2) Total

Option Year Three (3): Period of Performance 10/1/2020 through 9/30/2021

Option Year Three (3) Total

Option Year Four (4): Period of Performance 10/1/2021 through 9/30/22

Option Year Four (4) Total

Schedule of Services: NIHCS Fort Wayne Campus Elevator Maintenance Base Year: Date of Award through 9/30/2018

Base Year Total

Option Year One (1): 10/1/2018 through 9/30/2019

Option Year One (1) Total

Option Year Two (2): 10/1/2019 through 9/30/2020

Option Year Two (2) Total

Option Year Three (3): 10/1/2020 through 9/30/2021

Option Year Three (3) Total

Option Year Four (4): 10/1/2021 through 9/30/2022

Option Year Four (4) Total

Grand Total Both Locations:

Base Year

Option Year One (1)

Option Year Two (2)

Option Year Three (3)

Option Year Four (4)

Aggregate Total (Base + All Options, if exercised)

B.3 STATEMENT OF WORK

Part I: General Information

A. Introduction Veteran Affairs (VA) Northern Indiana Health Care System (NIHCS) Marion and Fort Wayne Campuses requires elevator maintenance and repair.

B. Background The contractor shall provide all labor, material, parts, equipment, supervision and transportation to provide monthly elevator PM, Quarterly elevator PM, Semi-annual elevator PM, annual elevator PM, monthly repair parts and services for elevators at the VANIHCS.

C. Scope

· Contractor shall provide all labor, equipment, supplies and materials necessary to perform elevator maintenance and repair.

· Contractor shall provide travel and transportation necessary to perform elevator maintenance and repair.

· Contractor shall monthly elevator PM, Quarterly elevator PM, Semi-annual elevator PM, annual elevator PM, monthly repair parts and service.

Part II: Work Requirements A. Technical Requirements The contractor shall provide shall provide all labor, material, parts, equipment, supervision and transportation to provide elevator inspection for designated elevators, dumbwaiter inspection (NIHCS) Marion and Fort Wayne Campuses

NIHCS Marion Campus, Marion, Indiana

NIHCS Fort Wayne Campus, Fort Wayne, Indiana

B. Performance Monitoring The contractor shall communicate all actions regarding elevator maintenance and repair the to the Contracting Officer Representative (COR). The COR or Designated Service Representative will monitor contractor services through direct observation and evaluation of program results.

COR shall direct that contract Representatives to the Engineering contact office for status of work. Contractor shall notify COR of repair status prior to leaving area for the day. Small occasional delays (up to one (1) hour per occasion) in Contractors progress due to coordination with equipment users are considered a normal part of work, but VANIHCS will make every effort to eliminate barriers to work progress.

C. Deliverable’s Contractor shall maintain a full, legible service log in the machine room and a complete, orderly chronological file including drawings, complete part lists, and copies of all service reports. The log shall 1ist the date and time of all maintenance service performed.

Contractor shall make all possible efforts to limit PM downtime, and VANIHCS shall be given advance estimate of downtime duration. A Contractor representative shall remain on site while equipment is down for PM.

The Contractor’s Maintenance file shall be made available for inspection upon request, and a copy of the complete file furnished to VANIHCS during first week of last month of normal contract term. Contractor is required to maintain current drawings and schematics of the elevator systems, including wiring diagrams, in the appropriate equipment room, and shall leave these copies in place at the end of contract period. Copies of any missing documents shall be furnished by and at the expense of Contractor.

Contractor shall observe check-in/out procedures as described in Paragraph I, "Signing In and Out," so that VANIHCS will be aware of the Contractor's presence at the facility at all times. Upon each departure, Contractor will serve notice of disposition of work to the Engineering contact office. When a particular repair problem has been resolved, Contractor shall provide a complete service report, containing the following information: contract purchase order number: date service initiated; date completed; equipment make and unique identification number/code; original complaint; problems found; parts/quantities installed; all work performed and signatures of Contractor representative and an Engineering contact office employee. Equipment conditions shall routinely be found to be consistent with Contractor service reports, when inspected by VANIHCS personnel or independent qualified inspectors, to constitute compliance with this provision.

Contractor shall turn in to Engineering contact office all defective parts removed from equipment for replacement. All parts remain the property or VANIHCS. No parts or equipment shall be removed from VANIHCS premises without following VANIHCS property-pass procedure. Understandably, some parts may be subject to an exchange procedure by the part source; Contractor will notify VANIHCS in such instances that part is normally exchanged, and shall provide VANIHCS copies of validating documentation of the policy from part supplier when requested by VANIHCS.

Out of Scope Maintenance Contractor shall not work on any maintenance problems discovered on equipment which exceeds the scope of duties with contract provisions. The Contractor shall immediately notify the COR and Engineering contact office of any equipment or environmental conditions which impair or jeopardize the functioning of the equipment. If the VANIHCS desires the Contractor to perform repairs, a separate purchase order shall be issued to the Contractor for the work.

Parts Availability Contractor shall have a comprehensive inventory of parts and components for all equipment covered under contract immediately available for necessary repairs in order to limit equipment downtime. A minimum of the following replacement small components, in quantities sufficient to immediately resolve typical device failures for each unit covered, as applicable, are to be stored on-site in lockers provided by vendor in elevator mechanical rooms: switch contacts; switch bushings; conductors or leads; motor brushes; guide-shoe gibs and rollers; roller guides; door equipment; push-button or car-operating device contacts; coils and door interlocks; complete switch assemblies; fuses and lamps; relays coils; resistors; capacitors; printed circuit boards; parts for solid state components; gland packing; thrust bearings; locks; motors; lubricants; wiping cloths; and non-toxic cleaning compound with high flash points.

D. Preventive Maintenance Contract includes Preventive Maintenance for the equipment listed in the attached schedule of vertical transport systems, consisting of scheduled preventive maintenance (PM -refer to Paragraph E) and periodic testing.

Contractor shall provide all resources required in performing these maintenance services and inspections, including parts, materials, lubricants, hydraulic fluids, cleanings fluids, equipment, tools, shipping, travel, and labor.

Contractor shall be responsible for determining the nature and extent of work required to restore equipment to satisfactory condition and operation, as determined by VANIHCS, replacing parts if conditions warrant. All maintenance on included equipment shall be performed in accordance with manufacturer guidelines and/or the following industry standards, as applicable, whichever is more stringent:

ASME A 17. 1 Safety Code for Elevators and Escalators, latest edition http://files.asme.org/catalog/codes/printbook/13863.pdf ASME A17.2 Inspectors' Manual for Elevators and Escalators, latest edition http://www.asme.org/products/codes---standards/guide-for-inspection-of-elevators--escalators--(4) ASME A 17.3 Safety-Code for Existing Elevators and Escalators, latest edition http://www.asme.org/products/codes---standards/a17-3---2011-safety-code-for-existing-elevators-an NEIT Vertical Transportation Standards for Elevators. Escalators, and Dumbwaiters, latest edition http://openlibrary.org/books/OL16601755M/Vertical_transportation_standards ANSI/NFP A 10 National Electric Code, latest edition.

http://webstore.ansi.org/SdoInfo.aspx?sdoid=41&Acro=ASTM&DpName=ASTM%20International&source=googe&keyword=astm%20standards&gclid=CKXE3JXnvLICFU6mPAoddBMANg For any apparatus where such guidelines are not specifically called out, Contractor shall service all apparatus (as a minimum) to the common practice standards of the Contractor for the apparatus. Contractor shall submit a complete description of procedures, which will be followed in performance of PM for each component or assembly to be serviced.

Covered equipment items listed on the schedule encompass all system components and associated apparatus as normally supplied and required for operation by the manufacturer(s) in the currently installed configuration, including integrity of connections to building utilities, excluding building utility supply lines up to the point of manufacturer provided hardware. Cleaning and refinishing of interior of cars and exterior hoist way frames and doors, and replacing of car interior lighting bulbs are excluded. Underground portions of hydraulic jack units are excluded.

Contract covers maintenance services required due to normal use and wear and tear by all parties. Disrepair caused by proven negligent misuse or vandalism is not covered, and in such instances Contractor shall serve notice of such to VANIHCS without conducting repairs. Any repairs shall be accomplished with a separate purchase order.

Contractor shall provide service that limits "Downtime". Should the same or similar problem recur three times on a particular device during course of contract period despite attempted corrections, the Contractor shall ensure that the cause of the problem has been identified and completely corrected so that problem will not recur.

E. Preventive Maintenance and Periodic Testing Removable Maintenance signs will be posted on all floors of affected elevator during maintenance and repair work.

For all covered traction-type Elevators and cart lifts, Contractor shall schedule and perform comprehensive PM consisting of weekly condition/performance inspections, and extended monthly service performed according to a monthly, quarterly, semi-annual, or annual schedule, as indicated by the applicable PM check charts. See Section D.

For all covered hydraulic-type elevators, Contractor shall schedule and perform comprehensive PM consisting of weekly condition/performance inspections, and extended monthly service performed according to a monthly, quarterly, semi-annual, or annual schedule, as indicated by the applicable PM check charts. See Section D For all covered dumbwaiter systems, Contractor shall schedule and perform comprehensive PM consisting bi-weekly condition/performance inspections, and extended monthly service performed according to a monthly, quarterly, semi-annual, or annual schedule. See Section D The attached monthly and weekly/biweekly check charts indicate the frequency and schedule for applicable items, but not the methods for performing this service; Contractor shall perform service in accordance with industry or manufacturer service recommendations as per Paragraph 3. The monthly PM check charts include an item for Contractor to certify the reliability of all life-safety critical components, and shall be filled out and submitted upon completion of the monthly PM service.

The weekly or bi-weekly PM service, shall be conducted to find and correct any problems Contractor shall immediately resolve deficiencies, including items designated for specific attention under monthly inspections. Contractor shall complete attached weekly/bi-weekly PM check charts to indicate whether specific key items were found to require maintenance and the nature of service performed. The check charts shall be turned in to the contact office when work has been completed for the day.

During all PM service, any specific device cleaning, lubrication, adjustment or part replacement which is performed shall be indicated on accompanying service reports. Between October 1st and July 31st of each contract year, all items which rely on cleaning, lubrication, or routine part replacement shall receive such service at least once as indicated by service report.

PM visits shall be performed at times coordinated with the COR with weekly or bi-weekly PM being conducted according to a pre-arranged recurring schedule. Weekly or bi-weekly PM shall be performed in conjunction with monthly PM visit during the week scheduled.

Weekly/bi-weekly and monthly PM Service shall include:

Systematic examination of system condition/performance, which includes as a minimum riding in car to each floor (elevators) or transporting loads to various floors (cartlifts, dumbwaiters), checking audible/visual indicators and system response to call buttons or switches at landing stations, inspecting machinery and mechanical spaces, and submitting findings and corrections in detailed service report and PM check chart.

Cleaning, lubricating, adjusting, and replacing of all parts as necessary to keep the equipment in full and proper working order, and to keep all parts and apparatus within manufacturer accepted tolerance specifications.

Equalizing tension, shortening or renewing of hoisting ropes where necessary.

Keeping equipment adjusted to original or currently specified performance standards at all times, including flight times, cycle time and door times.

Assuring continuously smooth starting and stopping, accurate leveling, and freedom from performance deterioration perceptible to occupants, such as shaking, hesitation, vibrations, rattles or squeaks.

· Keeping machinery and mechanical spaces clean and free of rubbish.

· Scheduled service includes items on attached PM check charts.

Contractor failure to schedule and perform a PM within the specified time interval shall be considered non-compliance with terms of contract.

Where specific maintenance procedures or guidelines are given by VANIHCS, Contractor will perform in accordance with these guidelines in addition to industry guidelines described in Paragraph 3. "Included Work." If a specific procedure is not given by VANIHCS, the manufacturer recommended PM procedure, as described in the official service manual, will be followed, and the Contractor will submit a detailed description of procedures to be followed in performance of PM.

The conveyance systems will be inspected, unannounced semi-annually by a separate VANIHCS-contracted, certified elevator inspector who will report on condition, and maintenance items shall receive satisfactory report as per VA Forms 10-6166, "Report of Inspection of Elevators and 106167, "Report of Test of Elevator Governor and Safety Devices" attached. This Contractor shall correct all cited deficiencies which are included in the contract specifications within the response time and downtime limitations of this contract.

The Maintenance Contractor shall assist in these semi-annual inspections/tests and provide weights for five (5) year traction load tests due in 2017, and 2022.

Part III: Supporting Information A. Security The C&A requirements do not apply and a Security Accreditation Package is not required. For each visit to the facility, the Contractor Service Representative (CSR) shall report to the appropriate office, both upon arrival and prior to departure, to sign 'in' and 'out' on response log.

B. Safety Compliance Regulations In performance of this contract, the Contractor shall follow the VANIHCS safety policy and standard safe work practices, and take such safety precautions as the Safety Engineer or his Designee may determine to be reasonably necessary to protect the lives and health of occupants of the building. The Contractor shall comply with VANIHCS smoking policy, which designates all interior spaces as non-smoking areas. The Contracting Officer or his/her designee will notify the Contractor of any non-compliance, and the Contractor will immediately correct the conditions to which attention has been directed. Such notice, when served on the Contractor or his representative at the site of the work, shall be deemed sufficient for the purpose aforesaid. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue an order halting all or any part of the work, and Contractor may be held in default.

Contractor shall provide to Contracting Office prior to notice to proceed the Material Safety Data Sheets (MSDS) for all potentially hazardous materials to be used in the facility in performance of the contract (lubricants. cleaners, working fluids, etc.), and will not use in the facility any such materials which have not been so cleared in advance with VANIHCS. MSDS for new chemicals shall be furnished concurrently with arrival of the chemicals on site. Additionally, a copy of all required MSDS will be maintained at the chemical storage site in a location accessible to VANIHCS personnel.

C. Travel The contractor shall provide all travel and transportation necessary to perform duties at no additional charge to the government.

D. Place of Performance VA Northern Indiana Health Care System (VANIHCS)

· Marion Campus - 1700 East 38th Street Marion, IN 46953-4589. Engineering-Bldg. 52, Rm 105.

· Fort Wayne Campus – 2121 Lake Ave Fort Wayne, IN 46805. Engineering Bldg. 1

E. Period of Performance The period of performance is Date of Award through September 30, 2018 with (4) four (1) one year option periods to be exercised at the discretion of the Government.

F. Government-Furnished Property None Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 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) ADDENDUM to FAR 52.212-4 CONTRACT TERMS…