36C25018Q0701-001.docx

36C25018Q0701 Cooling Tower and Chilled Water Loop Maintenance

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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

583-18-3-669-0078 36C25018Q0701 06-20-2018 Nikki Horther 260-426-5431 x 71593 07-06-2018 12:00 Department of Veterans Affairs Network Contracting Office 10 Ft. Wayne Campus 2500 E State Blvd Fort Wayne IN 46805 X X 325998 500 Employees X N/A X Department of Veterans Affairs Richard L Roudebush VA Medical Center 1481 W 10th Street Indianapolis, IN 46202

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 Contractor shall provide all necessary parts, materials, test equipment, chemicals, labor and supervision to conduct preventive maintenance, sanitization and Legionella Sampling at Richard L Roudebush VA Medical Center in Indianapolis, IN in accordance with the Statement of Work.

See Schedule of Supplies/Services A site visit is schedule for Tuesday, June 26, 2018 at 10:00 a.m. in Building 5, located at 1481 W 10th Street, Indianapolis, IN. Notify nikki.horther@va.gov if attending as date or location may change. Questions shall be submitted in writing to nikki.horther@va.gov no later than 4:30 p.m. Friday, June 29, 2018.

TIERED EVALUATION

SDBOSB, VOSB, Small Business 583-3680162-669-854100-2580 010055590 X Nikki Horther Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

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

a. CONTRACTOR: Name: ___________________________________________

Address: _________________________________________

City, State, Zip: ___________________________________

Telephone Number: ________________________________

Fax Number: _____________________________________

E-mail address: ___________________________________

DUNS: __________________________________________

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

[X] 52.232-33, Payment by Electronic Funds Transfer - System For Award Management, or

[ ] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly [ ]

b. Semi-Annually [ ]

c. Other [X] Monthly

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:

1) Blocks 17(a) and 30(a-c) of SF 1449

2) Contract Administration Data

3) The Price/Cost Schedule, Section B

4) 52.212-1, Instructions to Offerors--Commercial Items, Quote Submission Information

5) SDVOSB/VOSB Self Performance Certification if appropriate

6) 52.212-3, Representations and Certifications, or valid completion in SAM is acceptable

Information shall be received by the date and time specified in Block 8 of SF 1449 to be considered for award.

Sealed offers will be received at:

Department of Veterans Affairs, VANIHCS, Attn: Nikki Horther (90C), 2121 Lake Avenue, Fort Wayne, IN 46805 or if hand-carried to

Nikki Horther, VA Outpatient Annex, 2500 E State Boulevard, Room 415, Fort Wayne, IN 46805.

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 Subpart 13.5 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 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-14 Limitations on Subcontracting. 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.

B.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.

B.3 SCHEDULE OF SUPPLIES/SERVICES

Description: The Contractor shall provide all necessary parts, materials, test equipment, chemicals, labor, and supervision to conduct preventive maintenance and sanitization on the facility Cooling Tower and Chilled Water Loop Systems in accordance with the Statement of Work. Period of performance is from August 1, 2018 through July 31, 2019 with four (4) one-year renewal options which may be exercised at the discretion of the Government.

The total minimum dollar amount, or guaranteed minimum, for the contract is $3,500.00.

The maximum total of the contract shall not exceed $500,000.00.

Invoices shall list the line item number for each service rendered.

Schedule of Services:

Base Year: Period of August 1, 2018 through July 31, 2019

Quantity

Cost Est. Total Price

Total Base Year

Option Year 1: Period of August 1, 2019 through July 31, 2020

Cost Total Price

Total Option Year 1

Option Year 2: Period of August 1, 2020 through July 31, 2021

Cost Total Price

Total Option Year 2

$84,742.76

Option Year 3: Period of August 1, 2021 through July 31, 2022

Cost Total Price

Total Option Year 3

Option Year 4: Period of August 1, 2022 through July 31, 2023

Cost Total Price

Total Option Year 4

Total Base Year

Total Option Year 1

Total Option Year 2

Total Option Year 3

Total Option Year 4

Aggregate Total

B.4 STATEMENT OF WORK

Part I: General Information

A. Introduction:

The Richard L. Roudebush VA Medical Center (RLRVAMC), in Indianapolis, Indiana, requires maintenance, sanitization, repairs and chemicals for its cooling tower and chilled water loop systems, and future maintenance of continuous chlorine reading meters at the Cooling Tower and at the Acute and Chronic Dialysis Units.

B. Background:

RLRVAMC provides medical care to veterans in both a hospital and outpatient setting.

C. Scope:

1. The Contractor shall provide all necessary parts, materials, test equipment, chemicals, labor, and supervision to conduct preventive maintenance and sanitization on the facility Cooling Tower and Chilled Water Loop Systems.

2. The contractor shall maintain chlorine meters at the Cooling Tower and at the Acute and Chronic Dialysis Units after equipment has been purchased and installed.

3. The Contractor shall develop and implement a Cooling Tower Disinfection Treatment to Prevent Legionella spp.

D. Applicable Documents:

All services provided under this contract shall be performed in conformance with the National Fire Protection Agency (NFPA), http://www.nfpa.org/codes-and-standards; and Occupational Safety and Health Administration (OSHA), https://www.osha.gov; and Original Equipment Manufacturer standards and specifications.

Part II: Work Requirements

A. Maintenance:

The Contractor shall maintain the cooling towers and chilled water loop systems. All procedures shall be in accordance with the published procedure manuals for the newly installed automated feed system and the RSG Controller. The Contractor shall utilize the Original Equipment Manufacturer's established procedures and checklists, (or Contractor-supplied equivalent satisfactory to the Contracting Officer’s Representative (COR)). A Field Service Report shall be supplied to the COR at the completion of each preventive maintenance procedure.

B. Preventive maintenance procedures shall include the following:

1. Contractor shall maintain an automated feed system to control blow down/bleed-off by conductivity and then add chemicals based on make-up water flow.

2. Contractor shall complete Original Equipment Manufacturer field service updates for operational and reliability engineering change notices.

3. Contractor shall calibrate equipment for system chemistry. Calibration shall include Probes, Conductivity, PH, Alkalinity, Hardness, Microbial growth, Biocide and Corrosion inhibitor levels, Oxidation Reduction Potential.

4. Contractor shall perform weekly tests to verify proper chemical levels in systems; adjust feeder systems adding chemicals as necessary; and conduct maintenance as needed.

5. Contractor shall inspect/replace electrical wiring and cables for wear and fraying.

6. Contractor shall inspect all mechanical components to include: cables and mounting hardware, chains, belts, bearings and tracks, interlocks, clutches, and motors for mechanical integrity, safety, and performance according to Original Equipment Manufacturer specifications.

7. Contractor shall ensure the equipment is in operating condition as defined in Original Equipment Manufacturer specifications.

8. Contractor shall replace any Original Equipment Manufacturer labels, decals, or warning tags that are not legible.

9. Contractor shall provide documentation of services performed. This shall include weekly reports on system parameters.

10. Contractor shall provide all testing supplies, appliances, reagents and consumables to allow VA personnel to test water to verify system performance.

11. Contractor shall provide training for existing and newly hired VA employees annually, or as needed in the case of new hires.

12. Contractor shall provide complete annual cleaning of the cooling towers to include the fill, pits, and tower basin pans and shall dispose of the waste.

13. Contractor shall furnish new, standard parts (manufactured by, supplied by the manufacturer or equal). All parts shall be of current manufacturer and have full compatibility with the serviced equipment.

14. Contractor shall ensure proper safety precautions are utilized.

15. Contractor shall, when asked, during operational period of the cooling tower for cooling purpose, shall supply adequate Sodium Hypochlorite Liquid Solution, and appropriate automated chemical delivering mechanism to appropriate location of the cooling tower recirculated water to maintain an available free residual chlorine level of 1.0 mg/L in the circulated cooling water which has been in contact with plastic/ composite cooling media of the cooling tower. Contractor shall train the VA employees (i) about operating Sodium Hypochlorite Liquid solution addition mechanism to the circulated cooling tower water, (ii) about how to maintain 1.0 mg/L of free available residual chlorine in the circulated water, and (iii) what to do in case of free chlorine level goes down below 1.0 mg/L, (iv) about preventative maintenance, (v) about what to do in case of emergency.

16. Contractor shall develop Cooling Tower Disinfection Treatment Plan to prevent Legionella Bacterial growth within 45 days of the award of contract. Upon approval of the Plan the contractor shall implement the plan within 30 days. The contractor shall supply material, labor, equipment and technology for implementing and operating the Disinfection Treatment Plan to Prevent Legionella spp. In addition, the contractor shall train the VA employees (i) about implementing and operating Disinfection Treatment Plan, (ii) about chemical additions for disinfection, and the mechanism for adding chemicals to the circulated cooling tower water, (iii) about chemical shock and continuous chemical addition for continuous disinfection, and (iv) what to do in case of emergency.

17. During the operational period of Cooling Tower for cooling purposes, Contractor shall take a 1 liter of water sample every 30 days from the circulated cooling Tower Water which has been in contact with the plastic/ composite cooling media, and send them to an Indiana Department of Health Certified Microbiology Drinking Water Laboratory in Indiana for testing legionella bacteria by Polymerase Chain Reaction (PCR). The contractor shall take a field blank sample and have it tested for legionella. In the case of a positive result of legionella bacteria, contractor shall take a fresh sample from the same location where the previous sample was taken and have it tested for Legionella Bacteria by ‘Acid Treated CDC’ method. The contractor shall measure pH, residual free chlorine, dissolved oxygen, and temperature of the sampled water.

Note: The primary purpose of a blank sample (“blank”) is to measure the magnitude of contaminant concentration that may have been introduced into the sample because of sampling-related activities, and exposure to the surrounding environment. Blank water is defined as specially prepared distilled/deionized water (DIW) that is laboratory produced, quality-controlled, and that carries a certificate of analyte concentrations (Legionella Bacteria in colony forming units (cfu) for each grade and lot of water produced. The laboratory certificate of analysis for each lot of blank water should be kept on file with project records, and the lot number(s) used for each sample should be recorded on field forms. One liter of blank from the laboratory should be taken to the field in the sample container. The sample container should be exposed to the environment by keeping the cap or lid off and exposing the blank to the sample collecting environment of the hospital/ health care facilities.

18. Contractor shall test for available free residual chlorine for recirculated water which has been in contact with the Cooling Tower Cooling Plastic/Composite materials on a weekly basis.

C. Current Equipment:

· Three each 500-gallon doubled walled storage tanks

· Three each Walchem E-Class Metering Pumps, Model EZB160 1-PE/1.0 GPH/Max psi 150/Stroke/Min 1-360/115V

· One each 300-gallon double walled storage tank

· One each Pulsatron Pulsefeeder Pump/Item LBO 35A-PTC1-XXX/1.9 LPH/12GPD/KOPKIT #K8PTC1/11V .4AMP

· One each Datalogic Controls

D. Defects and Repairs:

The Contractor shall notify the Contracting Officer of the existence or development of any defects in, or repairs to the equipment covered under this contract which the Contractor considers he/she is not responsible for under the terms of the contract (such as operator misuse).

E. Deliverables:

3. Contractor shall provide copy of the current Calibration Certification of all test equipment used by the Contractor to perform service under this contract. Calibration of equipment shall be traceable and in conformance with test equipment Original Equipment Manufacturer standards.

4. Contractor shall provide a listing of points of contacts and telephone numbers for emergencies.

5. Contractor shall report all test results to the COR weekly within 5 business days of completion of their tests.

Part III: Supporting Information

A. Security:

The C&A requirements do not apply, a Security Accreditation Package is not required.

All contractor employees are subject to the same level of investigation as VA employees who have access to VA Sensitive Information. The level of background commensurate with the level of access needed to perform the statement of work is Special Agency Check (SAC). This requirement is applicable to all subcontractor personnel requiring the same access.

The Contractor shall be required to report to the Chiller Plant Operator to log in during normal working hours. This check in is mandatory. When the service is completed, the Contractor shall document services rendered on a legible field service report. The Contractor shall log out with the Chiller Plant Operator and submit the field service report to the COR for a signature.

B. Travel None

C. Place of Performance:

Richard L. Roudebush VAMC, located at 1481 West 10th Street, Indianapolis, IN 46202

D. Period of Performance:

Period of performance is from August 1, 2018 through July 1, 2019 with four (4) one-year option periods to be exercised at the discretion of the Government.

E. Government-Furnished Property:

None

F. Qualifications of Key Personnel:

The Contractor's staff shall provide only fully qualified Field Service Representatives to work on the equipment. "Fully qualified" is based upon training and experience in the field. The Field Service Representatives must have successfully completed a formalized training program for the equipment, and have a minimum of five (5) years of experience providing preventive maintenance and emergency repair services on the same make and model of equipment serviced under this contract.

G. Hours of Work:

Maintenance shall be conducted during normal business hours. Contractor shall provide a listing of points of contacts and telephone numbers for emergencies.

Normal business hours are 7:30 a.m. to 4:00 p.m., Monday through Friday excluding the following federal holidays: New Year's Day, Martin Luther King Day, President's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas, and any other day specifically declared by the President of the United States to be a national holiday.

1. CONTRACTOR SIGN-IN – Contractor personnel shall report to Operations Supervisor, Engineering Services before beginning any work at the facility, to sign-in and receive a contractor’s security badge.

2. BADGES – All Contractor personnel are required to wear identification (ID) badges during the entire period during which they are on VA grounds. ID badges must show an identification picture, name of the individual, and the represented company.

3. PARKING – It is the responsibility of Contractor personnel to park only in designated parking areas. Parking information is available from the VA Security Service. The VA will not invalidate or make reimbursement for parking violations of the Contractor’s personnel under any circumstances.

4. SMOKING – Smoking is not permitted within or around the VA Healthcare System facilities, except in designated areas.

H. Monitoring Performance:

The COR will monitor contractor performance by:

· Direct observation of contractor performance

· Direct observation of equipment operation

· Results of water testing 36C25018Q0701 Cooling Tower and Chilled Water Loop Maintenance

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 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 (OCT 1995)

(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 effective date of award through the last day of the last option year exercised.

(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) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(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 $500.00, 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 $10,000.00; or

(3) A series of orders from the same ordering office within 2 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…