36C25023Q0067.docx

36C25023Q0067

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

583-23-2-669-0017 36C25023Q0067 03-01-2023 Kristina L. Peart 734-845-3444 03-13-2023 16:00

EDT

Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Lobby M, Suite M2200 Ann Arbor, MI 48105 X X 238220 $19 Million N/A X Department of Veterans Affairs Veterans Health Indiana Richard L. Roudebush VAMC 1481 West Tenth Street Indianapolis, IN 46202 Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Lobby M, Suite M2200 Ann Arbor, MI 48105 http://www.tungsten-network.com/customer campaigns/veterans-affairs-us/

N/A See CONTINUATION Page The contractor shall provide all, labor, equipment, exchange and disposal of filter for the Air Handler HVAC system. This shall include all air handlers and fan coil units located throughout the facility in accordance with all the terms and conditions defined in the statement of work.

This procurement will be conducted as a comparative analysis utilizing FAR Parts 12 and 13.5.

Site Visit will be held March 6, 2023 @ 10:00a.m.

Please meet at the RLR VAMC, South Entrance between the parking garage and main building. Make sure you plan for extra time - parking is limited.

Offeror completed certification/fill-in required for 852.219-75. The formal certification must be completed, signed, and returned with the offeror’s quotation. The Government will not consider offers for award from offerors that do not provide the certification, and all such responses will be deemed ineligible for evaluation and award See CONTINUATION Page 583-3630162-669-854100-2543 010055590 X X X One(1) Kristina L. Peart 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:

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. Tungsten Network: https://www.tungsten-network.com/customer-campaigns/veteransaffairs

5. SECURE FAX: All faxes in regard to this order shall contain the following on the coversheet:

This fax is intended only for the use of the person or office to which it is addressed and may contain information that is privileged, confidential, or protected by law. All others are hereby notified that the receipt of this fax does not waive any applicable privilege or exemption for disclosure and that any dissemination, distribution, or copying of this communication is prohibited. If you have received this fax in error, please notify this office immediately at the telephone number listed above.

6. Late Quote Submission: Late submissions shall not be considered.

7. SUBMISSION OF OFFER:

3.) The Price/Cost Schedule, Section B 4.) 52.209-7, Information Regarding Responsibility Matters 6.) 52.212-3, Representations and Certifications, or valid completion of SAM is acceptable Information shall be received by the date and time specified in Block 8 of SF 1449 in order to be considered for award.

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 will be removed from further consideration for award. Offerors can register in SAM at https://www.sam.gov.

c. Simplified Acquisition Procedures of FAR Part 12 and 13 are being used to conduct this 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.

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

B.2 ELECTRONIC INVOICE SUBMISSION AND INVOICING

VENDOR ELECTRONIC INVOICE SUBMISSION REQUIREMENTS AND METHODS

Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

1. VA’s Electronic Invoice Presentment and Payment System – the FSC uses a third-party contractor, Tungsten Network (referred to OB10), to transition vendors from paper to electronic invoice submission. Please go to website: https://www.tungsten-network.com/customer-campaigns/veteransaffairs to enroll in the program and begin submitting the electronic invoices, free of charge.

1. A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI website is: http://www.x12.org

1. Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

2. Tungsten e-Invoice Setup Information: 1-877-489-6135

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

2. FSC e-Invoice Contact Information: 1-877-353-9791

2. FSC e-Invoice email: vafsccshd@va.gov

BILLING AND INVOICING

1. In accordance with this contract, all services shall be billed in arrears monthly.

2. Contractor shall only bill for services rendered and for line items delivered.

3. A proper invoice that is submitted for payment, shall be accepted, and certified for payment if:

i. Monthly invoice is submitted in arrears, no later than the 20th business day of the following month that services were rendered.

ii. Invoice contains in addition to the information required for submission of a ‘proper’ invoice in accordance with FAR 52.212-4(g) the following information:

a. Name and Address of the Contractor

b. Invoice Date and Invoice Number

c. Contract Number

d. Contract Order Number

e. Purchase Order Number

f. Date Range of Services Provided

g. Description of Services Provided

h. Line/Sub-Line Item number(s) of services provided

i. Quantity of each Line/Sub-Line Item

j. Unit Rate for each Line/Sub-Line Item

k. Total Cost for each Line/Sub-Line Item

l. Total Invoice Cost

4. The Certifying Official will confirm the information in the submitted invoice to the contract and invoice to ensure it is correct and valid.

i. If the invoice submitted is not a proper invoice, the certifying official shall refuse the invoice with a detailed statement as to why the invoice was refused.

ii. Contractor shall make corrections and resubmit using a separate invoice number, notating the invoice number it is replacing.

B.3 CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS)

As prescribed in FAR Part 42.15, the Department of Veterans Affairs (VA) evaluates contractor past performance on all contracts and contracts that exceed $250,000.00 and shares those evaluations with other Federal Government contract specialists and procurement officials. The FAR requires that the contractor be provided an opportunity to comment on past performance evaluations prior to each report closing. To fulfill this requirement VA uses an online database, CPARS, which is maintained by the Naval Seal Logistics Center in Portsmouth, New Hampshire. CPARS has connectivity with the Past Performance Information Retrieval System (PPIRS) database, which is available to all federal agencies. PPIRS is the system used to collect and retrieve performance assessment reports used in source selection determinations and completed CPARS report cards transferred to PPIRS. CPARS also includes access to Federal Awardee Performance and Integrity Information System (FAPIIS). FAPIIS is a web-enabled application accessed via CPARS for contractor responsibility determination information.

Each contractor whose contract award is estimated to exceed $250,000.00 requires a CPARs evaluation. A government Focal Point will register your contract within 30 days after award and, at that time, you will receive and email message with a User ID (to be used when reviewing evaluations). Additional information regarding the evaluation process can be found at www.cpars.gov or if you have any questions you may contact the Customer Support Desk at DSN: 684-1690 or COMM: 207-438-1690.

For contracts with a period of one year or less, the contracting officer will perform a single evaluation when the contract is complete. For contracts exceeding one year, the contracting officer will evaluate the contractor’s performance annually. Interim reports will be filed each year until the last year of the contract, when the final report will be completed. The report shall be assigned in CPARS to the contractor’s designated representative for comment. The contractor representative will have 60 days to submit any comments and re-assign the report to the CO.

Failure for the contractor’s representative to respond to the evaluation within those 60 days will result in the governments evaluation being placed on file in the database with a statement that the contractor failed to respond. The Contractor’s representative will be locked out of the evaluation and may no longer send comments.

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

The Contractor shall perform the Air Handler HVAC Filter Changing Program at the Richard L. Roudebush VA Medical Center in accordance with the SOW Contract Period: Base POP Begin: 04-03-2023 POP End: 04-02-2024 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

The Contractor shall perform the Air Handler HVAC Filter Changing Program at the Richard L. Roudebush VA Medical Center in accordance with the SOW Contract Period: Option 1 POP Begin: 04-03-2024 POP End: 04-02-2025

PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

The Contractor shall perform the Air Handler HVAC Filter Changing Program at the Richard L. Roudebush VA Medical Center in accordance with the SOW Contract Period: Option 2 POP Begin: 04-03-2025 POP End: 04-02-2026

PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

The Contractor shall perform the Air Handler HVAC Filter Changing Program at the Richard L. Roudebush VA Medical Center in accordance with the SOW Contract Period: Option 3 POP Begin: 04-03-2026 POP End: 04-02-2027

PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

The Contractor shall perform the Air Handler HVAC Filter Changing Program at the Richard L. Roudebush VA Medical Center in accordance with the SOW Contract Period: Option 4 POP Begin: 04-03-2027 POP End: 04-02-2028

PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

Total Base Year

Total Option Year One (1)

Total Option Year Two (2)

Total Option Year Three (3)

Total Option Year Four (4)

Aggregate Total (Base + All options, if exercised)

B.5 STATEMENT OF WORK

PART I: GENERAL INFORMATION

A. Introduction Veterans Health Indiana, Richard L. Roudebush VA Medical Center (RLRVAMC), located at 1481 W. 10th Street, Indianapolis, IN 46202 requires an Air Handler HVAC Filter Changing Program.

B. Scope The Air Handler HVAC Filter Changing Program shall include all air handlers and fan coil units located throughout the facility.

· HVAC Units shall have Outside Air intake cleaned when filters are changed along with Outside Air/ Mixed Air Chambers. A complete cleaning of the mentioned compartments and screens is required. Contractor shall replace required micro-biocide tablets in condensate pans, the VA will provide the tablets.

· Fan coil units shall be cleaned, drain pans cleaned, fan housings and squirrel cage’s cleaned and microbicide tablets replaced when changing filters. A small amount of bleach may be required for drain pans during summer months if slime is present. The VA will purchase the micro-biocide tablets.

· The Contractor shall maintain a filter change record throughout the life of the contract. This shall be provided to the COR on a monthly basis.

· The Contractor shall provide competent staff that are familiar with HVAC equipment and can show industry certification and continuing education.

· The Contractor shall store all filters at an off-site location. Contractor shall not store any filters at the facilities.

· All used filters shall be removed from site once new filters are installed and disposed of off-site by the Contractor.

· The representative shall be available 24/7 and under emergency circumstances, shall be able to visit our site within four (4) hours after being notified

RLRVAMC has 58 Air Handling Units (AHU) and 375 (+/- 25) Fan Coil Units. Due to construction and demolition this number can change over the course of the contract however variance would be minimal. The systems include various manufacturers that include York, Trane, Carrier etc. and range in age from 1986 to present. Initially filters shall be changed according to attached filter schedule however this is subject to change as filter efficiencies are evaluated both by RLRVAMC and contractor.

Work shall be performed primarily during normal business hours, Monday thru Friday. An exception to this would be if cleaning is required in the Outside Air/ Mixed Air Chambers. Some fan coil units are in patient care areas which may require multiple visits to that area in order to complete change out. This holds true in some business/office areas as well. The only other exception would be emergency change out of filters due to weather related damage, and emergency equipment repair.

Due to the nature of the facility, patient care focus, response and turnaround time is of major importance which may require a two (2) hour response time primarily in reference to individual filter change out on identified units or response to filter changes required because of utility interruption, and or emergency.

Coordination of unit shut down for filter change shall be with the Contracting Officer Representative (COR) and or Chiller Plant Operator.

C. Applicable Documents

1. HVAC Design Manual Department of Veterans Affairs dated-2011. (attached)

PART II: WORK REQUIREMENTS

A. Technical Requirements

1. AHU Filter System Specifications Filters shall be changed out per the attached filter schedule.

Filter Efficiency: Filter efficiencies shall comply with ASHRAE Standard 52.2-1999 (Method of Testing General Ventilation Air-Cleaning Devices for Removal Efficiency by Particle Size) https://www.ashrae.org/standards-research--technology/standards--guidelines. In addition, the filters shall meet ISO 9001:2000 manufacturing practices. All filter efficiencies shall be expressed as MERV (Minimum Efficiency Reporting Value). The contractor shall assure that the filters hold up and make necessary corrections to the type being used if they do not perform or break down.

Pre-Filter (VA Grade A)

Filter media shall be a blend of 100% virgin synthetic fiber. Media shall also be self-supporting in pleated form, with no metal or plastic material laminated to the media to provide pleat support. Pleated media shall be supported by a moisture resistant frame.

B. Deliverables Equipment Inspection/Pre Evaluation of Unit (short assessment of condition)

1. Labels affixed to units identifying contractor name, contract information, date of service, name of service technician. Entries completed at time of service and show history of services performed under this contract.

2. Report identifying mechanical defects detected during service. Defects include inoperative dampers, damaged or leaking coils, excessive air bypass of filters. Report to be given to COR upon completion of service.

PART III: SUPPORTING INFORMATION

A. Security All contractor employees are subject to the same level of investigation as VA employees who have routine physical access VA facilities. The level of background investigations 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’s employees shall wear visible identification and company uniforms at all times while on the premises of the VAMC. Contractor shall park in the appropriate designated parking areas. Information on parking is available from the VA Police Section or from the COR. The RLRVAMC will not invalidate or make reimbursement for parking violations of the Contractor under any conditions. Smoking is prohibited inside any buildings. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court B. Place of Performance Performance shall be at:

· RLRVAMC, 1481 W 10th Street, Indianapolis, IN, 46202

· Veterans House, Building 7, 2669 Cold Springs Road, Indianapolis IN 46222

The work shall be in mechanical spaces, on roof tops (height and inclement weather) and will require climbing ladders, limited access and working in and around other mechanical equipment.

C. Period of Performance The performance period of this contract is from date of contract award to for a period of one (1) year with four (4) one (1) year option periods to be exercised at the Government discretion.

D. Hours of Work:

Hours of work are Monday through Friday 6:00 am – 4:00 pm excluding federal holidays. Federal holidays are New Year's Day, Martin Luther King Day, President's Day, Memorial Day, Juneteenth National Independence 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. Only exception to these hours would be any areas deemed Patient Care Areas which would require the contractor to address these areas before or after hours as needed. The COR can approve holiday hours as needed as long as work is within scope.

E. Non-Conformance to Contract Conditions Any and all items or services may be tested and/or inspected for compliance with specifications. Items, which are not in conformance with specifications, may be rejected and returned at vendor's expense.

F. Legislation Changes In the event any governmental restrictions are imposed which would necessitate alteration of the material, quality, workmanship or performance of the items offered in this proposal prior to their delivery, it shall be the responsibility of the successful bidder to notify the buyer at once indicating in writing the specific regulation which requires an alteration. VA reserves the right to accept or reject any such alteration, including any price adjustments occasioned thereby.

G. Government Regulations All filters shall meet or exceed industry standards and HVAC Design Manual Department of Veterans Affairs.

H. CONFORMANCE STANDARDS:

All services provided under this contract shall be performed in conformance with the Occupational Safety and Health Administration (OSHA), and Original Equipment Manufacturer standards and specifications.

I. CONTRACTOR REQUIREMENTS:

requirements set forth by the infection control staff.

Unit

Filter Size and Type

Per Year

Rm C-7171 in ceiling

Building 19

GHP11

Bldg 5

Bldg 21

GHP 1

(above ceiling)

Vet House Bldg 7

Vet

House

Attic

AHU

20x20x2

Charcoal )Heat Rec

Fan coil filters changed quarterly Quantity Filter size 36C25023Q0067

Page 1 of Page 1 of VHA Supplemental Contract Requirements for Combatting COVID-19

1. Contractor employees who work in or travel to VHA locations must comply with the following:

a. Documentation requirements:

1) If fully vaccinated, contractors shall show proof of vaccination.

i. NOTE: Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination Record Card (CDC Form MLS-319813_r, published on September 3, 2020), or a copy of medical records documenting the vaccination.

2) If unvaccinated, contractors shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the Food and Drug Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the-counter test that includes an affiliated telehealth service.

3) Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by Contracting Officer Representatives (CORs) or other hospital personnel.

4) Documentation will not be collected by the VA; contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

2. Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the COVID-19 Screening Tool. Check regularly for updates.

a. Contractor employees who work away from VA locations, but who will have direct contact with VA patients shall self-screen utilizing the COVID-19 Screening Tool, in advance, each day that they will have direct patient contact and in accordance with their person or persons who coordinate COVID-19 workplace safety efforts at covered contractor workplaces. Contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

3. Contractor must immediately notify their COR or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA Facilities.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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. 4701 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.