36C25518Q0078-001.docx

36C25518Q0078

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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

36C25518Q0078 01-10-2018 Wallace, Jeanine/jeanine.wallace@va.gov 913-946-1968 01-22-2018 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 238210 $15 Million X N/A X Department of Veteran Affairs Network Contracting Office (NCO) 15 3450 S. 4th Street Trafficway Leavenworth, KS 66048

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX 877-353-9791 512-460-5429 This is a request for quotes to provide generator maintenance and load bank testing services for the Kansas City, VAMC located at:

4801 Linwood BLVD Kansas City, MO 64128 The Government intends to award a firm fixed price contract as a result of this solicitation.

The period of performance is for a base year and four (4) one year options that may be exercised at the Contracting Officer's discretion.

This solicitation is 100% set-aside for Service Disabled Veteran Owned Small Business (SDVOSB) participation.

All questions are due NLT 16 January 2018 by 11:00 a.m.

See price schedule and performance work schedule for more detail.

x X x Jeanine Wallace 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:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

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 http://www.fsc.va.gov/einvoice.asp Austin TX

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

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VA Acquisition Regulation (VAAR) 852.219-10, VA Notice of Total Service Disabled Veteran -Owned Small Business Set-Aside. 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.3 SCHEDULE OF SERVICES AND PRICE

BASE YEAR 2/9/2018 – 2/8/2019

Base Year Total

Option Year I: 2/9/2019 – 2/8/2020

Option Year 1 Total

Option Year II: 2/9/2020 – 2/8/2021

Option Year 1I Total

Option Year III: 02/09/2021 – 02/08/2022

Option Year 1II Total

Option Year IV: 02/09/2022 – 02/08/2023

Option Year IV Total

B.4 PERFORMANCE WORK STATEMENT

The contractor shall furnish all labor, supervision, materials, tools, OEM parts and any specialized test instruments to perform Semi-Annual and Annual Maintenance on the Medical Center’s 7, Diesel Generators to maintain equipment within OEM standards. The Medical Center has 6 (six) Emergency Generators and 1 (one) Stand-by Generator in accordance with all applicable NFPA Codes, Standards and Performance Requirements.

Contractor shall provide a standby generator and all required cables and connections needed while any generator is taken out of service for inspection, maintenance, testing, or repair. Contractor shall connect standby generators to existing lugs at the existing emergency generator switchboards. Contractor shall extend existing ATS generator-start circuit to standby generator to enable automatic response. Contractor shall be responsible for coordinating standby generator locations with existing emergency generator switchboard locations.

The contractor shall:

a. Maintain an adequate supply of commonly used spare parts at the KCVAMC (Building 40).

b. Use genuine OEM parts.

c. Produce a computer-generated report within 14 calendar days of the completion of the scheduled maintenance. The contractor will submit a proposed format for the report to the COR for approval within 14 calendar days of award of this contract. The report shall document the tasks completed for each generator unit along with an analysis of the inspections completed for each generator unit.

This contract includes:

· Emergent and Non-Emergent Service Calls for any of the generators that have problems that prevent the supply of stable and reliable Emergency Power in the event of the loss of Normal Power.

· Annual Load Bank testing for all generators. Contractor shall provide a portable load bank for testing purposes.

· The replacement of all generator batteries in the Base year of the contract, and Option Year 2 and Option Year 4.

· The installation of fuel meters on each generators’ supply and return lines.

· The testing of all generator remote annunciators in Police Dispatch and the Boiler Plant.

In the first contract year and every two years thereafter, the contractor shall replace all belts and hoses.

In the first contract year and annually thereafter, the contractor shall replace all filters (air, fuel, water, if applicable) on all generators. The contractor will also change all fluids (oil, coolant) in the generators.

Prior to draining the old fluids, the contractor shall start and operate each generator to reach standard operating temperatures, and shall take samples of each type of fluid from each generator. Contractor shall send fluid samples to an approved laboratory for analysis and diagnosis.

In the first contract year and every two years thereafter, the contractor will replace all generator batteries. The contractor will provide certification that the used batteries have been taken to an approved recycling facility.

In the first contract year, the contractor will install a ¾” NPT LCD fuel meter on the supply and return fuel lines at each generator. There are 14 meters (provided by the VA) and installed by the Contractor.

If repairs are needed outside of the annual maintenance, the contractor shall coordinate any additional services with the COR before any repairs are made.

SEMI-ANNUAL MAINTENANCE

1) COOLING SYSTEM:

a. Check coolant level and add coolant if needed. Pull sample of engine coolant with engine running at operating temperature; analyze coolant for a safe degree of protection.

b. Check complete system for coolant leaks.

c. Inspect and replace belts if needed.

d. Inspect and lube fan hub.

2) LUBRICATION SYSTEM:

a. Check engine oil level and maintain the proper level for safe operation.

b. Clean/Replace crankcase breather.

c. Inspect engine for oil leaks and repair.

d. Check manifolds, brackets, mounting and flex connections.

3) ELECTRICAL SYSTEM:

a. Check battery electrolyte level and maintain as required.

b. Check battery cables for proper torque and corrosion. Repair as necessary.

c. Check battery voltage at each cell and document readings.

d. Check operation of battery charger and alternator. Adjust or replace as required.

e. Run generator. Check for correct engine operating parameters; temperatures, RPM, pressures, etc. Note any unusual operating conditions.

f. Verify proper frequency and document voltage readings: A-B, B-C, A-C, A-N, B-N, and C-N. If engine is under load, document the amount of load (percentage of generator capacity).

g. Check operation of automatic start/stop control switches.

h. Test fault light indicators and replace any failed lamps.

i. Clean accumulations of dust and dirt from generator feeder breaker/enclosure.

j. Record engine service meter readings.

k. Inspect all alarm systems.

l. Inspect generator output, leads, excites, commutator.

4) AIR INTAKE/EXHAUST SYSTEMS:

a. Verify proper operation of motorized dampers and louvers. Repair as necessary.

b. Clean and Lubricate dampers and louvers

c. Inspect air cleaner element and replace as required.

d. Check air intake system for leaks.

e. Inspect turbocharger shaft for end play.

f. Inspect and tighten turbocharger mounting bolts.

g. Inspect air system for any deficiencies.

h. Inspect exhaust piping, insulation, supports and silencer/muffler for deficiencies. Repair or replace as needed.

i. Open valve on silencer/muffler and drain any potential accumulation of water/fuel. Document any fluids that are discharged.

5) FUEL SYSTEM:

a. Inspect all fuel lines for leaks and/or damage. Repair or replace as needed.

b. Inspect Day/Belly Tanks for damage and leaks. Repair or replace as needed.

c. Inspect electric pump for Day/Belly Tanks for proper operation.

d. Inspect hand pump for Day/Belly Tanks for proper operation.

e. Inspect fuel oil separators. Remove any water that may have accumulated.

f. Check fuel oil filters and replace as needed.

g. Measure fuel level. Compare measured fuel level to fuel gauge. Investigate significant deviations between measured fuel level and fuel gauge.

h. Test all fuel leak alarms for proper operation.

6) HOSES AND BELTS:

a. Inspect radiator coolant hoses for damage or cracks. Replace if needed.

b. Check hose connections coolant leaks.

c. Inspect all radiator belts for damage or cracks. Replace if needed.

d. Inspect all areas around the belts for rubber build up. If the built up is excessive; determine the cause and make any corrections as needed.

7) GENERAL HOUSEKEEPING:

a. Remove leaves and other debris/trash from around generator enclosures.

b. Remove any debris/trash from inside generator enclosures.

c. Remove dust and dirt and any accumulations of fluids, drips, etc., from the generator.

d. Sweep flat surfaces within the enclosure (sub-base fuel tank, etc.) clean.

ANNUAL PREVENTIVE MAINTENANCE

Annual services and inspections shall include the following in addition to those procedures performed semi-annually.

1) COOLING SYSTEM:

a. Take engine coolant sample and have analysis performed at an accredited laboratory.

2) LUBRICATION SYSTEM:

a. Change engine oil.

b. Inspect used oil for water, coolant, fuel and metal fragments

3) ELECTRICAL SYSTEM:

a. Verify proper torque on all electrical connection, including the generator feeder breaker and any connected cable bus.

4) AIR INTAKE/EXHAUST SYSTEMS:

a. Replace Air Filters

5) FUEL SYSTEM:

a. Replace Fuel Filters

b. If applicable, inspect filter element in pre-filter. Replace if needed.

c. Check operation of governor.

6) ANNUAL LOAD BANK TESTING

Contractor will provide all supervision, tools, materials, equipment, labor and technology to perform annual Load Bank testing on the Medical Center’s 7 diesel generators (6 Emergency and 1 Stand By).

The testing will consist of a 25% dynamic or static loading of the nameplate for each generator for the first 30 minutes, followed by 50% of nameplate rating for 30 minutes, followed by 75% of nameplate rating for 180 minutes (3 hours), for a total of 4 continuous hours.

Generator models, KW ratings and other technical information is included below in this Statement of Work. The contractor will verify the generator KW rating and voltage information provided is correct before the testing begins.

The contractor shall provide a portable load bank and all required cables and connections needed for load bank testing. Contractor shall connect load bank to existing lugs at the existing emergency generator switchboards. Contractor shall be responsible for coordinating load bank locations with existing emergency generator switchboard locations. The contractor will provide and terminate the cables into the supplied lugs. The number of cables that are necessary to achieve the 75% generator load will be determined by the contractor.

The contractor will provide test documentation within 10 calendar days after completion of the testing. Documentation with include: the time of day, weather, generator load and any other data as required by NFPA 110.

PROGRESS AND COMPLIANCE

1. The contractor shall provide a list of recommended generator spare parts for the VA to have in their inventory. The contractor will monitor inventory levels and they will give the VA notice when the inventory levels are below recommended levels.

2. Spare parts installed in existing equipment shall be genuine OEM parts for each Generator

3. The contractor shall produce a computer-generated report within 20 calendar days of completion of scheduled maintenance. The report shall document the tasks completed for each generator unit along with an analysis of the inspections completed for each unit.

All Service Technicians must be factory qualified and factory trained.

The Generators shall be maintained in accordance with the requirements of the NFPA 110 – Standard for Emergency and Standby Power Systems. All services for this contract must meet manufacturer's performance and technical specifications, Federal Regulations, and other specifications that may apply such as National Electric Code (NEC), Life Safety Code (LSC), Joint Commission (JC), and VA Regulations (VA 1028, Electrical Directive, latest edition).

REPORTING

Contractor must furnish a detailed field service report, showing work completed, listing all repairs and/or repair parts (if applicable) used to maintain operating efficiency per manufacture specifications of the equipment. The service report shall be sent to via email to timothy.harned2@va.gov .The service report from the contractor must contain, at a minimum, the following information:

a. Date and time of completed equipment repair,

b. Type, model, and serial number of the equipment on which maintenance was performed,

c. Total time spent performing maintenance,

d. Detailed narrative description of the maintenance action required,

e. Complete list of parts replaced,

f. Comments as to the cause of the malfunction when applicable, SERVICE REPRESENTATION AND RESPONSE TIME

a. The maintenance contractor shall have a 24 x 7 x 365 on-call system and have direct or authorized facilities located within our local commuting area.

b. There shall be a toll-free number for 24-hour service requests. Calls for service will go to a live representative and will not be automated.

c. Service provider shall maintain an on-call system of mandatory escalation to management.

d. Initial response (telephone) to a call for service shall not exceed 1 hour.

e. Emergency Services shall have a qualified service technician on site at the Kansas City VA Medical Center within 4 hours of initial contact by the Kansas City, Medical Center.

Provide maintenance service as per attached list of Kansas City VAMC’s 7 (seven) generators; 6 (six) of the generators are Emergency Generators and 1 (one) is a Stand-By Generator.

This maintenance contract assumes that in the course of a contract year, there will be 4 calls for Emergent Service and 5 calls for non-Emergent Service.

EQUIPMENT LIST

See Attachment 1 in Section D

B.5 CONTRACT ADMINISTRATION DATA

1. All contract administration functions will be retained by the Department of Veterans Affairs. The Contracting Officer will be the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer will be authorized to make commitments or issue changes that affect price, quantity, or quality of performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered unauthorized and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof.

Acronyms and Definitions CDR: Contract Discrepancy Report. Report issued by the Government to the contractor to document a supply or service found to be unacceptable during contract performance.

CLIN: Contract Line Item Number. Unit of work (or service) to be performed (or delivered) by the contractor as a pay item.

CO: Contracting Officer. A person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings.

POC: An individual, authorized by the contracting officer to perform specific technical or administrative functions related to the contract.

QA: Quality Assurance. Actions taken by the government to assure contracted services meet PWS requirements.

QASP: Quality Assurance Surveillance Plan. A written document specifying the method used for surveillance of contractor performance.

PWS: Performance Work Statement.

Personnel

1. Non-Personal Services

a. This is a non-personal services contract. Personnel rendering services under this contract are not subject either by the contract’s terms or by the manner of its administration, to the supervision and control usually prevailing in relationships between the government and its employees. The Government shall not exercise any supervision or control over the contract service providers performing services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn, is responsible to the Government.

2. Contractor Compliance with the Immigration and Nationality Act of 1952

a. The Contractor shall comply with any and all legal provisions contained in the Immigration and Nationality Act of 1952, As Amended; its related laws and regulations that are enforced by Homeland Security, Immigration and Customs Enforcement and the U.S Department of Labor as these may relate to non-immigrant foreign nationals working under contract or subcontract for the Contractor while providing services to Department of Veterans Affairs patient referrals.

3. Hours of Operations

a. Business hours for the VAMC follow:

i. Administrative hours: Monday through Friday, 8:00 a.m. - 4:30 p.m.

ii. National Holidays: The 10 holidays observed by the Federal Government are:

New Year’s Day;

Martin Luther King’s Birthday;

Presidents Day;

Memorial Day;

Independence Day;

Labor Day;

Columbus Day;

Veterans Day;

Thanksgiving;

Christmas; and any other day specifically declared by the President of the United States to be a national holiday.

b. Off-Duty hours: Monday through Sunday 4:30 pm – 8:00 am.

Quality Control

1. Through the execution of the Quality Assurance Plan (QASP), the COR will independently verify the Contractor’s performance results.

2. The contractor shall develop quality control procedures addressing the areas identified in the Service Delivery Summary whose objectives and measures are aligned with the QASP (see section D). The Contractor shall develop and implement procedures to identify, prevent, correct, and ensure no recurrence of maintenance services.

3. CONTRACT PERFORMANCE MONITORING. The Government shall evaluate the Contractor performance through the POC to monitor performance to ensure services are received. The Government representative(s) shall evaluate the Contractor performance through inspections and observations, inspection of services and review of any other appropriate records to include forms or documentation and all complaints from VA personnel. The Government may inspect as each task is completed or increase the number of quality assurance inspections if deemed appropriate because of repeated failures or because of repeated customer complaints. Likewise, the Government may decrease the number of quality assurance inspections if performance dictates. The Government Contracting Officer shall make final determination of the validity of customer complaint(s).

a. Observing actual performance;

b. Inspecting the services to determine whether or not the performance meets the performance standards; and

c. Review of any other appropriate records.

4. When unacceptable performance occurs, the POC shall inform the Contractor and the Contracting Officer. This will normally be in writing unless circumstances necessitate verbal communication. In any case the POC shall document the discussion and place it in the POC file. When the COR determines formal written communication is required, the POC shall prepare a Contract Discrepancy Report (CDR), and present it to the contractor program manager. The Contractor shall acknowledge receipt of the CDR in writing. The CDR will specify if the Contractor is required to prepare a corrective action plan to document how the Contractor shall correct the unacceptable performance and avoid a recurrence. The CDR will also state how long after receipt the Contractor has to present this corrective action plan to the POC. The Government shall review the Contractor corrective action plan to determine acceptability. Any CDRs may become a part of the supporting documentation for any contractual action deemed necessary by the Contracting Officer.

5. If any of the services do not conform to contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by re-performance, the Government may –

a. Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements at no additional cost to the Government.

36C25518Q0078

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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…