36C25518Q9645-001.docx

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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

36C25518Q9645 08-0 -2018 Roberts, Esperanza Esperanza.Roberts@va.gov 913-946-1979 08-20-2018

12:00 PM

(CST)

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 334510 1000 Employees N/A X Department of Veterans Affairs Saint Louis VAMC, John Cochran 915 N Grand Blvd, BLDG 1 Saint Louis MO 63106-1621 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 78714-9971 877-353-9791 512-460-5429 See CONTINUATION Page The purpose is to establish a Blanket Purchase Agreement to support the St. Louis VA Medical Center.

This BPA will be for Surgical Lights, Booms, & the Integration Systems for 10 Operating Rooms.

SEE SECTION B FOR STATEMENT OF REQUIREMENT DETAILS

SDVOSB and VOSB must be registered at Vetbiz.gov Prior to award, selected vendor has to be registered at www.SAM.gov See CONTINUATION Page X X X Esperanza Roberts Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C255 Esperanza Roberts 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 78714-9971

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

B.2 Special Notes Contract Administration:

The Contracting Officer is 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 is authorized to make commitments or issue changes that will affect price, quantity, quality, delivery or 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 to have been made without the authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

B.3 VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS

VA recognizes the contributions of our Nation's veterans, and we strive to make contract awards to small businesses owned by veterans and service-disabled veterans. We also encourage prime contractors to form partnerships and/or to pursue subcontracting opportunities with veteran-owned and service-disabled veteran-owned small businesses. Depending on the evaluation factors included in the solicitation, VA may evaluate offerers based on their veteran-owned or service-disabled veteran-owned status, their proposed use of veteran-owned or service-disabled veteran-owned small businesses as subcontractors, and their past performance on adherence to small business subcontracting plan requirements.

To receive credit under the Veteran-Owned Small Business and Service-Disabled Veteran-Owned Small Business Status evaluation factor, an offerer must furnish a completed representation (Federal Acquisition Regulation clause 52.212-3 or 52.219-1) that shows that it qualifies as a veteran-owned or service-disabled veteran-owned small business- or be registered in the System Award Management (SAM) website as a veteran-owned or service-disabled veteran-owned small business. Service-Disabled Veteran Owned Businesses and Veteran Owned Businesses must be Registered & CVE Certified in VetBiz Registry at (www.vip.vetbiz.gov).

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

B.4 Statement of Work

BPA for Surgical Lights, Booms and Integration Systems for the St. Louis VA A. Background: The St. Louis VA (John Cochran Division) is currently in the process of designing and renovating inpatient surgery suites at the VA Medical Center. This multi-phase renovation plan includes the renovation of 10 Operating Rooms (OR). Each room will require new surgical lighting, ceiling-mounted equipment management system (booms), and a digital OR integration system to improve information access and modernize the surgery suites. This BPA has the potential for supplying additional VISN 15 VA Medical Center Operating Rooms that are renovating.

B. Description: The Blanket Purchase Agreement (BPA) is to streamline and standardize the purchase of the surgical lights, booms and integration system during the multiple phases of this large renovation project. The procurement of this equipment will involve major coordination with the project engineer of the VA. This will include involvement in various meetings to provide recommended design solutions, provide design drawings for the VA Project Construction team and provide visual graphics/demos of all the equipment. After the equipment is determined and ordered, the VA will require the contractor to coordinate with the VA Project Engineer and construction team to deliver the equipment, install the equipment, verify performance of the system, and provide end user support/training.

C. Scope of Requirements:

Provide St. Louis VA with surgical lights, ceiling-mounted equipment management system (booms), and a digital OR integration system. More details can be seen in the minimum technical requirements section and a table is available at the bottom of this document

This project will require major project coordination with the project engineer at the VA. Equipment utility requirements, equipment mounting requirements and installation schedule shall be discussed and coordinated with the project engineer.

The multi-phased renovation project is for 10 ORs. Surgical lights, booms and a digital integration system are required in each of these ORs. The ORs are listed below along with their assigned specialty. The specialties are what each OR will be used for but each OR is subject to change for their uses.

· OR 1 – Bi-plane hybrid room

· OR 2 – General OR room

· OR 3 – Single-plane hybrid room

· OR 4 – General OR room

· OR 5 – General OR room

· OR 6 – General OR room

· OR 7 – Cardiac room

· OR 8 – Neurology room

· OR 9 – Orthopedic room

· OR 10 – Urology room

Along with the procurement of this equipment, the contractor will be expected to properly design, deliver, install, demonstrate and provide training for the new equipment in all of these ORs. This includes:

· Be involved in construction meetings

· Provide design recommendations and design drawings for the construction team

· Provide visual graphs and demos of the equipment placing

· Analysis of equipment placement and crash testing

· Equipment purchase

· Equipment delivery

· Equipment installation

· Equipment Integration

· End user support/training

· Complete project documentation Equipment Procurement The equipment required for each OR will be determined and will be ordered as a delivery order against this BPA. Once the equipment is purchased, the contractor and VA will coordinate to review and finalize all design drawings to determine the location of all the equipment. Additionally, the contractor shall coordinate with the VA Project Team and ensure that the Project Team knows all the utility, mounting and other requirements that the Contractor needs to install the equipment. Once the design is finalized and the equipment is ordered, the contractor will coordinate with the VA Project Team to schedule the installation.

As a part of the design drawings, the vendor should provide standard and 3D designs for the construction team to visualize the setup of the ORs with all the equipment. A summary of what should be provided during the design phase is below:

· 3D Virtual Reality Programs

· Equipment Configuration Software

· Design/Build CAD and BIM Program

· Workflow and Space Analysis

· Production and Utilization Studies

· Architecture Portal Delivery and Installation The contractor shall meet with the Project Engineer, COR and VA Project Team in order to review and finalize the installation schedule. Delivery and Installation of the equipment shall be arranged according to the phasing and schedule of the renovated surgery suite. Equipment may not be delivered and stored at the VA earlier than 2 weeks before the scheduled installation date.

The contractor shall provide all equipment, labor and material necessary to install all the ordered equipment identified in this SOW. All equipment shall be delivered to the warehouse at the medical center. The VA medical center is located at:

Additionally, after delivery and installation, the contractor is responsible for the removal of all packaging and waste material that is left over.

Equipment Integration and Training After the installation of the equipment, the contractor shall verify the performance of all the equipment, make sure all systems are integrated properly and provide an in-service to all the end users. The in-service should be end user training that provides an overview of the entire system and provides the education required to use the new system. Additionally, the contractor shall spend a minimum of 1 week at the facility during the activation of any OR in order to ensure the smooth activation of all equipment and be available for assistance during activation.

D. Equipment Definitions

I. Surgical Lights The term “surgical lights” is used to describe the light head, including the light bulbs, wiring and housing that provides direct illumination over the patient during surgery. Each surgical light head is affixed to an arm that is mounted to the ceiling.

· Light head – surgical grade light

· Camera-ready light head – light head that is capable of supporting a video camera. Light head is pre-wired for video capability and the camera can “plug and play” into the light head

II. Booms The term “booms” is used to describe the general ceiling-mounted equipment management system. The system is composed of the mounting hub and the arms. The arms are capable of multiple degrees of articulation and positioning within the operating room and terminate in a unique item, such as an equipment carrier, a surgical light, a monitor, an anesthesia hookup, or a perfusion hookup. Definition are as follows:

· Mounting hub – Infrastructure located within the ceiling that safely supports the weight and articulation of the arms. Multiple mounting hubs may be required in each operating room and multiple arms can extend from a single hub.

· Anesthesia Hookup Arm – provides the utilities and gases commonly used by an anesthesia machine. This arm is not a fixed column from the ceiling, but rather an arm to tether to the anesthesia machine.

· Equipment Carrier Arm – Provides storage of the surgical equipment and utilities and gases commonly required during surgery. This usually consists of a column with multiple shelves, power outlets and medical gasses.

· Perfusion Hookup Arm – Provides utilities and gases commonly used by a heart-lung machine. This arm is not a fixed column from the ceiling, but rather an arm to tether to the heart-lung machine, without lifting the machine off the floor.

· Monitor Arm – An arm that supports a flat panel surgical display monitor of varying size. This does not include the monitor itself.

· Surgical Light arm – Supports one surgical light head. Each arm terminates with one light head.

III. Integration System The term “Integration System” refers to the solution for digitalizing the OR such that disparate medical equipment is integrated into one system to improve access to information, including digital images, medical record test results. Additionally, available video, audio and clinical information system signals are integrated and routed into one system that can be controlled and manipulated by the user through a graphical interface.

E. Minimum Technical Requirements of Equipment I. Surgical Lights Surgical Lights are required in every operating room. The specific number of surgical lights per OR room will be specified at the time of ordering. There should be a standard surgical light line item and an in-light camera surgical light line item.

Table 1: Requirements for Surgical Lights Technical Requirements

Lights shall be capable of “pure white light”

Functionality

Usability

Lights shall be able to fully rotate 360° on all axes Lights shall have drift-free stability

Design Quality and Safety

Lights shall not have any contours or grooves that obstruct proper and efficient sanitation

Lights shall not contain any exposed fasteners that could compromise the effectiveness of medical gloves

II. Booms The booms should all have the same general requirements that all terminate with a unique item with additional requirements. All these requirements can be seen below.

Table 2: General Requirements for Arms Technical Requirements

Arms shall not require significant deconstruction to apply lubrication of parts

Usability

Reach and rotational capabilities permit positioning of equipment carrier around surgical table.

Arm reach and rotational capabilities allow placement of the utility arm in various locations for surgical use with rolling equipment carts.

Arm shall be capable of being positioned outside of surgical workspace in such a manner that it does not disrupt workflow when desired.

Lights shall be capable of vertical travel Arms shall have drift-free stability Adjustable rotational stops Column Height is adjustable

Raceway

Design Quality and Safety

Arms shall not have any contours or grooves that obstruct proper and efficient sanitation

Arms shall not contain any exposed fasteners that could compromise the effectiveness of medical gloves

Design renderings shall indicate clearance

Table 3: Requirements Specific to the Equipment Carrier Arm Functionality

Shelves shall be movable Shelves shall be at least 36” wide Shelves shall be at least 24” deep

Usability

Carrier shall be able to reach and rest adjacent to the surgical table Carrier shall be able to rotate around its Z axis

Utilities – Outlets and Ports

Table 4: Requirements to the Anesthesia Hookup Arm Functionality

Usability

Hookup shall be able to reach such that the anesthesia unit can be positioned adjacent to either side of the surgical table Hookup shall be able to rotate around its Z axis

Utilities – Outlets and Ports

Table 5: Requirements Specific to the Perfusion Hookup Arm Functionality

Usability

Hookup shall be able to rotate around its Z axis

Utilities – Outlets and Ports

Table 6: Requirements Specific to the Monitor Arm Functionality

Usability

Arm shall be able to reach such that the monitor can be positioned on either side of the surgical table Arm shall be capable of vertical travel Monitor shall be able to rotate around its Z axis Arm shall include handholds to allow movement of the monitor without touching the monitor

Table 7: Requirements Specific to the Light Arm Functionality

Usability

Arm shall be able to reach such that the light can be positioned on either side of the surgical table Arm shall be able to reach such that the light can be positioned directly over the surgical table Arm shall be capable of vertical travel Light head shall be able to rotate around its Y axis Light head shall include a handhold(s) to allow movement of the light head without touching the housing

III. Integration System The digital OR integration solution will provide integrated routing of the video, audio, and clinical information system signals in the operating room. The system will provide a graphical interface that allows clinical users to manipulate the routing of video and audio signals from a common in-room interface. This integration system should include a large monitor that will go on a wall in the OR room, monitors that can be attached to monitor arms, a computer that controls the entire integration system and an in-room camera. Additionally, the integration system should have the capability to turn on/off surgical lights, adjust the brightness of the lights, pick various sources to display on the various monitors, and connect to mobile equipment and computers to display those sources on the monitors.

Table 8 - Integration Solution Product Requirements:

Functionality Requirements

Must control surgical lights – turn on/off, intensity variation Control entire video system – select video inputs, output video sources to the various monitors, power on/off the monitors Control room camera that will be installed on one end of the room (see specs below) Capture video and images displayed on screen Store data on a drive on the VA network Have the potential to communicate with the other ORs in the facility

Pan/Tilt/Zoom Camera Required

Control Station Required

Audio System Required

A/V Hub Required

Video Input Requirements

Video Output Requirements

Table 9 - Flat Panel Surgical Display Requirements:

The vendor shall provide medical grade LCD/LED monitors for use in the operating room. These monitors shall be capable of displaying in high resolution all video feeds from the integration solution. These monitors shall meet all necessary medical standards and be properly designed for the operating room environment. The product quoted shall meet or exceed with all specifications below.

Table 10 - Flat Panel Wall-Mounted Display Requirements:

The vendor shall provide medical grade LCD/LED monitors for use in the operating room. These monitors shall be capable of displaying in high resolution all video feeds from the integration solution. These monitors shall meet all necessary medical standards and be properly designed for the operating room environment. The product quoted shall meet or exceed with all specifications below.

Table 11 - Installation of Digital OR Integration Solution:

Following contract award vendor shall meet and coordinate with the Contracting Official Technical Representative (COTR) to review and finalize the installation schedule. The product installation services quoted shall meet or exceed with all specifications below.

F. Implementation Services

· Room design services – Provide 3D designs for the team to visualize along with floor drawings with equipment

· Attend all construction team meetings when invited by the COR or project engineer

· Provide all service manuals, user manuals and misc. documentation for the equipment and project

· Contractor will provide training on-site when requested

· Contractor shall train technical staff on how to properly maintain all the equipment

· Contractor shall provide all labor, delivery, parts and other items required to fully install and provide the VA with a working system G. Pricing Model Table 12: Lights/Booms Pricing

Other Items / Services / Discounts

Optional Items / Services

Table 13: Integration System Pricing:

Other Items/Services

Optional Items/Services

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 09-01-2018 POP End: 08-31-2019

Contract Period: Option 1 POP Begin: 09-01-2019 POP End: 08-31-2020

Contract Period: Option 2 POP Begin: 09-01-2020 POP End: 08-31-2021

Contract Period: Option 3 POP Begin: 09-01-2021 POP End: 08-31-2022

Contract Period: Option 4 POP Begin: 09-01-2022 POP End: 08-31-2023

B.3 DELIVERY SCHEDULE

36C25518Q9645

Will be outlined on individual delivery orders.

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.