36C25220Q0496-001.docx

36C25220Q0496

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

607-20-2-175-0085 36C25220Q0496 04-22-2020 Steven MacDonald 414 844-4882 04-29-2020 5pm 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476 X X 333999 500 Employees N/A X 36C252 William S. Middleton Madison VAMC 2500 Overlook Terrace Madison WI 53705-2286 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 See CONTINUATION Page See Attached Statement of Work and list of Brand Name or Equal items that are known to satisfy the solicitation.

See CONTINUATION Page X X Teresa Beers-Wesolowski Contracting Officer

A.2 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101

Milwaukee WI 53214-1476

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center PO Box 149971

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

5. BASIS OF AWARD

The Government will make the award to the lowest price technically acceptable offer.

All quotations shall be sent to the GLAC to Contract Specialist Steven MacDonald at steven.macdonald@va.gov Late submissions shall be treated in accordance with the solicitation provision at FAR 52.212-1(f). Only emailed quotes will be accepted.

6. SECURITY & PRIVACY CONTROL

The Certification & Accreditation (C&A) requirements of VHA Handbook 6500.6 do not apply to this requirement; therefore, a Security Accreditation package is not required. No C&A or MOU/ISA is required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security Program.

If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at 202-461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at 304-262-7733.

7. BRAND NAME OR EQUAL SOLICITATION

The items in the schedule below are provided by Lynx Product Group and are known to meet the requirements of this solicitation.

A.3 PRICE/COST SCHEDULE

ITEM INFORMATION

LYNX Model 410LX Cage & Rack Washer for Lab Animal Major Equipment (LAMb) LOCAL STOCK NUMBER: Model 410LX

Descaling System - Alkaline Tank Only: This system operates in conjunction with the Reusable-Throwaway Alkaline Detergent System.

House Water Temperature Booster: Adds additional heat to the incoming hot water.

Feeder Bottle Wash System: The washer is equipped with a solution coupling, capable of diverting all recirculated wash and rinse solutions through a bottle washing cart. System is inter-piped and inter-wired for automation operation.

LYNX Smart Cool Down System: The LYNX Smart Cool-Down System utilizes air cooling to achieve desired effluent discharge temperature. This cool down system utilizes fresh cool air introduced to the chamber to cool the load and the effluent prior to discharge. The System will monitor the re-circulated water and will dispense to drain at the set temperature requirement. Eliminates 1000's of gallons of cold water used for effluent cooling

Feeder Bottle Wash Cart - 6 Basket Capacity

Two (2) Cage Wash Rack - LYNX Model CR-79 ($6,750 each) LOCAL STOCK NUMBER: Model CR-79

A.4 Statement of work

LABORATORY EQUIPMENT

CAGE AND RACK WASHER

PART 1 – GENERAL

These specifications cover Heavy Duty Life Science Cage Washing Equipment to be supplied to the VA. The equipment supplier will be responsible to ascertain that his/her equipment will meet the advertised specifications and supply adequate documentation showing dimensions, utility data, and full details to the VA for proper operations and maintenance of the equipment. Only data, specifications, drawings and details submitted with bid documents will be used in the comparative evaluation process by the VA. Failure to submit adequate required documentation or note in detail any exceptions to the specifications as outlined below is sufficient grounds for rejection of any bid. No substitutes of data, specifications, parts, components or materials will be permitted after bid opening. Any and all propriety components (valves, pumps, electrical, controls, etc.) on the equipment must be listed and detailed on a separate attachment to your bid.

Each bidder is to supply with his/her bid complete with detailed drawings of the specified equipment showing dimensions and utility requirements with locations. Exceptions to the specifications may be considered provided they offer the same or better functional and performance characteristics. Any exceptions taken to the specifications must be clearly identified and fully described in performance and function and included with the bid submission documents.

1.1 SECTION INCLUDES

A. Cage and Rack washer laboratory equipment.

B. Additional features for cage and rack washer.

C. Accessories for cage and rack washer.

1.2 SYSTEM DESCRIPTION

A. The Cage and Rack Washer shall be a heavy duty, large capacity, hydro-spray washer designed for thorough, efficient cleaning of cages, racks, debris pans, and miscellaneous items used in the care of laboratory animals.

PART 2 – PRODUCT

2.2 CAGE AND RACK WASHER

A. Cage and Rack Washer

1. Steam-Heated Unit

2. Pit-Mounted Installation

3. Pass-Through Door Configuration

4. Right Hand Control Operation

5. Right Service Access B. Dimensions:

C. Utility Requirements:

D. Operation: Operator places items to be cleaned within compartment, closes door, selects automatic cycle and presses cycle start button. Machine proceeds through treatment schedule and automatically shuts off at completion of the cycle. Operator then opens door and removes cleaned items.

E. Treatment Schedule: Operator shall have the ability to program a minimum of ten (10) phase treatments to create and store a minimum of twelve (12) wash cycles to meet a variety of wash requirements. Each cycle shall have the ability to be custom named according to the user’s preferences. The washer shall ship with the minimum cycle program below preloaded as the default cycle:

1. Pre-Wash: Water remaining in recirculating sump from final rinse of previous cycle or fresh hot water is recirculated through jet system under pump pressure then pumped to drain upon completion (no more than 32oz of fluid to remain in sump at completion of phase). Phase time is programmable from 0 – 60 minutes.

2. Alkaline Wash: Hot water from house supply fills recirculating sump, alkaline detergent is added, and the solution is pumped through jet system for the programmed amount of time. At end of treatment, solution can be programmed to be neutralized, or is sent directly to drain upon completion (no more than 32oz of fluid to remain in sump at completion of phase). Phase time is programmable from 0 – 60 minutes.

3. First Rinse: Hot water from house supply fills recirculating sump and is pumped through jet system for the programmed amount of time. At end of treatment, water is pumped to drain (no more than 32oz of fluid to remain in sump at completion of phase). Phase time is programmable from 0 – 60 minutes.

4. Final Rinse: 180-185° water from a separate water supply shall be sprayed though a dedicated non-recirculated rinse header jet system under house water pressure. The water will not be recirculated and overflows to drain. Water is retained in recirculating sump to be used as pre-wash water for subsequent load. Phase time 1-3 minutes.

5. Exhaust: Unit stands idle for a sufficient length of time to remove residual vapor from air within compartment. Phase time is programmable from 0 – 60 minutes.

F. Construction:

1. Equipment is to be manufactured within the United States of America.

2. All components must be non-proprietary, off-the-shelf parts that are locally available for purchase.

3. All piping, jets, and components, including cabinet, valves, pumps, and piping (including recirculation and drain piping) that come in contact with the recirculated wash solutions shall be provided in 304 stainless steel.

4. The base, cabinet and chamber sump shall be 304 stainless steel and of smooth construction without crevices and ledges for the potential buildup of debris and contamination. The base and chamber sump shall be of one-piece welded construction with the base containing integral door gutters and supports to accommodate the floor grating.

5. The chamber shall have manual swing out doors with double wall construction, insulated with rigid chloride-free insulation, and shall be equipped with a double bulb gasketed sealing system, safety exit hardware, heavy duty hinges, and a 12" x 16" double paned tempered glass observation window.

6. Washer walls, roof and doors shall be insulated with rigid chloride-free insulation and covered by protective stainless-steel panels.

7. Wash chamber floor shall consist of heavy-duty stainless-steel grating covering the entire chamber floor in order to prevent personnel contact with hot treatment solutions or the steam coil. Grating sections shall be easily removable without tools for cleaning or maintenance. The sump shall be completely drained to no more than 32oz of liquid after each phase preventing cross contamination between treatment phases and cycles.

8. The chamber sump shall be equipped with a level control switch, automatic water fill port, and a stainless steel steam coil to heat the recirculated treatment solutions. The control system shall display and monitor recirculated solution temperatures.

9. Stainless steel steam coils in the wash solution tank and chamber sump shall be provided complete with condensate return and steam traps. Steam coils shall be designed to ASME Section VIII, Div. 1, Unfired Pressurized Vessel Code, and shall be easily removable for cleaning or maintenance.

10. All recirculated treatments shall be under pressure from a 10 Hp horizontal, closed-coupled “monoblock” type stainless steel pump with a mechanical seal. The pump systems shall be equipped with a direct reading pressure gauge. Vertical pumps are not acceptable.

11. The treatment pump shall be equipped with a stainless steel automatic self-cleaning screen, minimum 3-1/2” diameter x 18” long manufactured from perforated stainless steel. Screen shall have 1/16" diameter perforations and be inter-piped and inter-wired with pneumatically operated ball valves to collect debris during treatment portion of each cycle and automatically direct debris to sewer when draining any treatment solution. Floor screens that accumulate debris from load to load are not acceptable.

12. The washer shall be provided with an oscillating jet spray system for all treatment solutions. The system shall consist of machined jets mounted on spray trees vertically suspended from an oscillating carriage traveling on self-lubricating machined wheels. The jets shall be positioned to reach all cart surfaces including the underside of shelves and base. Rotating spray arm systems will not be accepted.

13. Spray system must be driven with a bi-directional, air drive unit in conjunction with the treatment schedule and equipped with a safety system to prevent the oscillating header from damaging items being washed. Interference of greater than 15 seconds will be annunciated visually and audibly to the operator.

14. The washer shall be equipped with pneumatically actuated ball valves to control the output of the pump to the jet system, drain or detergent solution return system.

15. Water line to be protected from hammering by using slow closing valves. Water hammer arrestors are not required.

16. The washer shall be supplied with four (4) NPT detergent injection ports and dry electrical contacts for installation of automatic detergent injection pumps. Washer sump shall also be equipped with two (2) NPT half couplings for the connection of external devices.

17. Washer shall be provided with one (1) additional dry electrical contact for control for external damper(s) installed in the facility HVAC system (by customer).

18. Washer shall be inter-piped and inter-wired so that only one connection is required for each service or utility.

19. Washer shall be provided with incoming utility shut-off valves for local isolation of steam, condensate, cold water and hot water.

20. Washer shall be provided with incoming steam, cold water and hot water pressure gauges. Incoming cold and hot water shall also be provided with temperature gauges. All gauges must be located after service isolation valves.

21. Washer shall be designed to meet customer specifications by placing all serviceable components on a single side of the washer.

22. Washer control panel must be inspected and labeled in accordance with applicable UL Standards.

23. Washer shall receive operator input via a highly visible color touch screen panel mounted on the load-end of the unit. The touch screen must display at a minimum cycle program data on demand and real time in-process cycle performance. All cycle deviations are alarmed both visually and audibly and must be acknowledged by the operator.

24. Washer shall be controlled by a name brand solid state microcomputer control system that monitors and automatically controls all process operations and functions.

a. Allow operator to program and store a minimum of twelve (12) unique complete cycles in a selectable menu of treatment processes.

b. Cycle phase times, temperatures and other key process parameters must be programmable and may be locked by supervisory password.

c. All cycle programming controlled by access code to ensure process integrity.

d. Cycle programming must be reviewable on demand, with operator option to print cycle parameters (if a printer is included with the equipment).

e. Shall display real time in process cycle performance.

f. Programming must be accepted in military time and Fahrenheit. Times and temperatures expressed in minutes/seconds and tenths of a degree increments respectively.

g. Microcomputer controller to have internal battery to back up all programming, including user created cycles, for up to one (1) year from power loss.

h. All cycle deviations are alarmed both visually and audibly and recorded. All alarms must be acknowledged by operator.

i. A built-in service diagnostic program must be provided to permit system calibration and verification of satisfactory component operation. Service program must be secured by an access code.

j. Machine to be equipped with 10-amp Form C dry contacts to communicate with building DDC system and send a signal when the unit is turned on or off and a door is opened or closed.

k. Microcomputer controller must be provided with provisions for communication via Ethernet port.

25. The washer shall be equipped with a transformer for the control circuit, magnetic starters with overload protection for all motors and all other electrical components required for the washer operation.

26. Two integrally wired and roof mounted LED lights shall be provided to illuminate the wash chamber. Interior mounted lights are not acceptable.

27. Safety features:

a. Each door fitted with a magnetic reed switch, which will stop all machine operations, if door is opened during cycle. To resume operation door must be closed and start button must be pressed again to proceed through the cycle.

b. Red safety cables shall be installed inside the wash chamber (one on each side). If either cable is pulled, operation of the washer shall immediately stop. The unit must be reset by turning the power off, resetting the cable switch, turning the unit back on, and depressing the “Cycle Start” button to resume operation.

c. The doors shall be equipped with spring loaded, explosion relief type safety latches that readily open when pushed from inside the cabinet. Door latches that lock and/or require additional hardware inside the cabinet to open are not acceptable.

d. An Emergency Stop (ES) button shall be provided on the load-end control panel (and unload-end if pass-through unit). Circuitry shall be connected to a normally open relay for added system reliability. If the operations of the wash cycle are interrupted by depressing the (ES) Button, the operator must reset the button and cycle power “ON” and “OFF” to continue operations.

28. Materials and Finishes:

G. Required Features:

1. CROSS-CONTAMINATION PREVENTION – To prevent potential cross-contamination, the washer shall be provided with a sump drain system that can completely drain the unit to no more than 32oz of liquid after each phase.

2. AUTOMATIC SELF-CLEANING SCREEN - The treatment pump shall each be provided with a self-cleaning debris screen having perforations considerably smaller than the machined jet orifices. The screens shall be inter-piped and inter-wired with the control system to filter all solutions and automatically flush debris to the building drain when the unit is drained.

3. TEMPERATURE GUARANTEE - The operator may select to guarantee the temperatures for any wash or rinse phases in a cycle. If the temperature guarantee is selected, the phase shall not begin timing until the recirculated water temperature reaches the set point. If the recirculated temperature drops below the set point during phase, the timer shall stop. The phase timer shall continue from where it stopped once temperature has again met the set point, thus guaranteeing the proper temperature during entire treatment.

4. HOT WATER TEMPERATURE BOOSTER - The washer shall be equipped with an in-line, brazed plate steam-to-water heat exchanger to raise the house water supply temperature by approximately 60°F to 80°F. The heat exchanger shall be inter-piped and inter-wired for automatic operation.

5. DETERGENT REUSE TANK - The washer shall be provided with a wash solution side tank of no less than 102 gallons to allow the reuse of the alkaline detergent solution. The system shall automatically return the alkaline detergent solution to the side tank or pump to drain based on the operator selected parameters. The tank shall be equipped with automatic water fill, automatic level control, and overflow piping. A “Drain” / “Reuse” push button on the control panel shall give the operator the capability to direct the solution either to drain or back to the solution tank.

6. AUTOMATIC EXHAUST DAMPER - An automatic damper shall be provided to control the exhaust of the cabinet; partially open during washer operation and fully open during exhaust phase.

7. TANK DESCALING SYSTEM – The Heated Detergent Reuse Tank System shall be provided with a descaling spray header system and tank agitation system to facilitate the automated removal of scale buildup. Spray header must be manipulated in such a manner as to ensure complete coverage of the tank.

8. AUXILARY ACCESSORY WASH SYSTEM – The washer shall be equipped with an internally mounted quick-disconnect solution coupling capable of diverting wash and rinse recirculated solutions through attached accessories. System must be inter-piped and inter-wired for automatic operation upon operator selection.

9. EFFLUENT QUENCHING SYSTEM - The washer shall be provided with a cold-water inlet valve, integral with the drain line, to add cold water during draining for assistance in reducing the effluent temperature. Cold water supply should be appropriately sized to provide adequate quenching at the specified effluent flow rate. A temperature gauge shall be included on the cold-water inlet piping.

10. (SMART COOL) EFFLUENT QUENCHING SYSTEM - The washer shall be provided with an air-cooling system for the reduction of effluent temperature with little to no use of cold water. System shall significantly reduce use of cold water in the cooling process through pre-cooling of effluent through an air heat exchanging process. Temperature is to be monitored until set point (as determined by operating personnel) is met. Upon reaching the temperature set point, effluent shall be pumped to drain. A temperature gauge shall be included on the cold-water inlet piping.

11. STRIP CHART PRINTER - A 40-column impact printer with paper take-up will be provided to record all cycle program parameters and process performance data. Each program time / temperature profile may be printed as required.

12. CONTROLLER PROGRAM BACKUP – Manufacturer must provide a method for restoring or reinstalling the factory provided controller programming in the event that the controller requires replacement or data is corrupted. Facility operator must be able to complete this task without the on-site assistance of the manufacturer of associated service personnel.

13. SERVICE COMMUNICATION PORT – A communication port must be provided to allow for remote access by the manufacturer to the equipment control system. Manufacturer must be able to provide control programming upgrades through this communication system.

14. SERVICE ENCLOSURE SYSTEM – The washer shall be provided with a modular service enclosure system of 304 stainless steel construction (#3 finish on exposed surfaces). Enclosure must encapsulate all components mounted on the exterior of the unit. Panels shall be removable for easy access and regular maintenance of the equipment.

15. KNOCKED DOWN SHIPMENT - Washer must be able to be disassembled into sections that will pass through standard 3'-6" x 6'-8" (914 x 2032 mm) doorway. Unit shall be re-assembled onsite by factory trained personnel.

16. SPLIT BASE – The washer shall be provided with a base that is split for special entry requirements. Base shall be field welded such that all joints below high-water level are fully welded. Joining of base sections by mechanical fasteners and sealant will not be accepted.

H. Accessories

1. BARRIER WALL FLANGE ASSEMBLY – Washer shall be provided with a stainless-steel trim flange to enclose the opening between one end of the washer and the masonry/modular wall opening.

2. FEEDER BOTTLE WASH CART – Equipment shall be provided with one (1) heavy-duty stainless-steel wash rack designed to hold a minimum of six (6) bottle wash baskets. Cart should be designed to couple to the internally mounted auxiliary wash system and shall have rotating sprays arms to aid in the washing of cart contents.

3. CAGE WASH RACK – Equipment shall be provided with two (2) heavy-duty stainless-steel wash rack designed to hold rodent cages for thorough and efficient cleaning. Rack must be accommodate cages from 5" to 8" in height and allow for vertical adjustment of individual shelves. A minimum of eight (8) levels of shelves must be provided (four (4) per side) on each wash rack.

PART 3 - EXECUTION

3.1 INSPECTION

A. It is the responsibility of manufacturer to visit the facility and verify that the room layout, existing utilities, and egress are sufficient for the proper installation and operation of their equipment.

3.2 SHIPPING

A. Equipment shall be provided disassembled and shipped in sections for easier transportation into installation area. Uncrated sections shall pass through a 3'-6" x 6'-8" standard doorway.

3.3 GUARANTEE

A. Equipment and all associated accessories included in this specification are to be guaranteed against defective material and workmanship for a period of two (2) years from the date of acceptance by the customer.

B. Equipment shall be provided with a component list that includes a cross-reference of the manufacturer part number to the suppler part information including applicable make and model data.

END OF SECTION

A.5 DELIVERY SCHEDULE

ITEM NUMBER

DELIVERY DATE

2500 Overlook Terrace Madison, WI 53705 2286

USA

ARO+30

Section 11643 - 8 Cage and Rack Washer UPMC Project 01-2765 (45,025.00)

NOVEMBER 20, 2001

Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

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

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

C.2 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

(a) Definitions. As used in this clause— Electronic Funds Transfer (EFT) indicator means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

Registered in the System for Award Management (SAM) means that—

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into SAM;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

System for Award Management (SAM) means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

Unique entity identifier means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See http://www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) If the solicitation for this contract contained the provision 52.204–7 with its Alternate I, and the Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

(c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement. The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in SAM 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 SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d)(1)(i) If a Contractor has legally changed its business name or ‘‘doing business as’’ 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 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 SAM;

(B)Comply with the requirements of subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(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.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in SAM. 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.

(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(e) Contractors may obtain additional information on registration and annual confirmation requirements at www.sam.gov.

(End of Clause)

C.3 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL 2016)

(a) Definition. As used in this provision— Commercial and Government Entity (CAGE) code means—

(1) An identifier assigned to entities located in the United States…