36C25618Q0181-000.docx

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* = Required Field FedBizOpps Combined Synopsis/Solicitation Notice Rev. March 2010 Veterinary Medical Unit Equipment 02 (VMU) Southeast Louisiana Veterans Healthcare System 2400 Canal Street New Orleans, LA 70119 70112 36C25618Q0181 01-05-2018 N 334516 Department of Veterans Affairs Southeast Louisiana Veterans HCS Network Contracting Office 16 1555 Poydras Street STE 1308 New Orleans LA 70112 C.Robert Oravetz Department of Veterans Affairs Network Contracting Office 16 1555 Poydras Street Suite 1308 New Orleans, LA 70112 Department of Veterans Affairs Southeast Louisiana Veterans Healthcare System 2400 Canal Street New Orleans, LA 70119 United States christopher.oravetz@va.gov christopher.oravetz@va.gov

This is a combined synopsis/solicitation for commercial items, prepared in accordance with the format in Federal Acquisition Regulation (FAR 12.6) as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; offers are being requested and a written solicitation will not be issued.

Solicitation number 36C25618Q0181 is issued as a Request for Quote (RFQ). This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-84.

The overall purpose is to provide and configure equipment for the Veterinary Medical Unit at Southeast Louisiana Veterans Health Care System (SLVHCS) Research Building, “P”, 2400 Canal St, New Orleans, LA 70119. This equipment is requested to fulfill the Research mission.

All work shall be completed in accordance with the Statement of Work (SOW) entitled, “VMU 02” dated 11/17/2017. The Statement of Work within this solicitation is a non-negotiable document. Offers/quotes shall not include edits, revisions, additions, deletions, alterations, or track change comments to the Statement of Work.

The associated North American Industry Classification (NAICS Code) for this requirement is 334516 - Analytical Laboratory Instrument Manufacturing.

This solicitation is set aside 100 % for Veteran Owned Small Businesses (Total VOSB set aside). Offers shall only be accepted from eligible Veteran Owned Small Businesses (VOSB’s) (including Service Disabled Veteran Owned Small Businesses (SDVOSB’s)). An eligible VOSB is defined as a Veteran Owned Small Business (VOSB) who has a non-expired, active profile/registration in the Vendor Information Pages (i.e. VetBiz https://www.vip.vetbiz.gov/ ). For your offer to be accepted (and for you to be considered for a contract award resulting from this solicitation) you must be an eligible VOSB with the appropriate active credentials in VetBiz. Upon receipt of offers, the contracting officer (or authorized representative) will verify that the offeror appears in VetBiz (i.e. The offeror has a non-expired, active profile/registration in this database). The contracting officer (or authorized representative) will verify the offeror’s profile/registration in VetBiz through utilization of the offeror’s DUNS numbers as it appears in the System for Award Management (SAM) database. Offeror’s not appearing in the Vendor Information Pages (i.e. VetBiz) shall be removed from competition and shall not be considered for a contract award resulting from this solicitation.

Offerors shall provide business name, doing business as (DBA) name, mailing address, phone number, DUNS number, CAGE code, and proof of active SAM (System for Award Management) registration when submitting offers in response to this solicitation.

When preparing offers in response to this solicitation offerors shall refer to FAR 52.212-1 Instructions to Offerors-Commercial Items which provides specific guidance and instructions for offer submission. Offerors shall also familiarize themselves with 52.212-2 Evaluation-Commercial Items which provides the criteria for how offers will be evaluated.

Table of Contents

SECTION A: PRICE/COST SCHEDULE

A.1 PRICE/COST SCHEDULE

GRAND TOTAL ALL CLINS

EA=EACH, SE=SET, JB=JOB

SECTION B – STATEMENT OF WORK

B.1 STATEMENT OF WORK

Statement of Work

VMU 02

Southeast Louisiana Veterans Health Care System Research Service 11F New Orleans, LA 11/17/2017

2.5 SALIENT CHARACTERISTICS

2.5.1 Description : Rack, Mouse, single sided, 70 Cage, Ventilated, 20 each, configured in Research building rooms: 4P302B, 4P313, 4P316, 4P320B.

Suggested Manufacturer Brand Name/ Model: Allentown, NexGen Mouse IVC Cage & Rack System 70 cage single sided with autowater, or equivalent.

Specifications/Salient Characteristics: Approximate size.

1. All equipment must be designed to meet or exceed requirements set forth by the 8th Edition, Guide for the Care and Use of Laboratory Animals.

2. The system supplies uninterrupted HEPA-filtered supply air to each individual cage. Exhaust air is drawn from the cage and exhausted into a dedicated building exhaust system.

3. Individual mouse cages must be large enough to hold 5, 25 gram mice and must have a minimum of 77.4 sq. inches of floor space.

4. To include 20 Racks and 100% cage assemblies (cage bottom, cage lid, and feeder tray), 100% water bottle assemblies, 250ml (approximate) bottle with cap and 100% horizontal standard size cardholders.

5. Assembly to include hose for exhaust connection and clamps (2); Thimble to be included if necessary.

6. Each rack will also include 50% assemblies (cage bottom, cage lid, and feeder tray), water bottle assemblies (250ml bottle with cap) and horizontal standard size cardholder.

7. Each rack will also include 10% extra water drinking valves.

8. The ability to provide an external water bottle through the lid without opening the cage is desirable.

9. The system should provide a quite environment (<35 dBA) and low vibration level.

10. Vendor price to include installation and training. Onsite installation air flow test by authorized technical representative of manufacturer.

11. The IVC Mouse cages (bottom/lid) must be constructed of low temp polysulfone clear plastic (polysulfone) to allow for easy visualization of animals and include a feeder tray. The cages must be stackable.

12. The system must be compatible with the existing Edstrom automated watering system

13. The ventilated rack must be constructed of 304 stainless steel or equivalent. Include 5" x 1.5" (minimum width) Gray Retort Casters or equivalent, two locking brakes and two swivel with two fixed.

14. The supply/exhaust blower must be fully adjustable regarding air velocity and pressure and include washable prefilter.

15. The intra-cage air velocity should be sufficient to remove water vapor, carbon dioxide and ammonia but low enough to prevent discomfort to the animals.

16. Preferably racks will be no higher than 72 inches and no longer than 84 inches, excluding blowers and associated equipment. Venders may bid 60 to 90 cages for single sided and 120 to 180 for double sided racks or equivalent.

17. Auto water drinking valve should be mounted to the rack.

2.5.2 Description : Rack, Mouse, Double sided, Ventilated, Cage 140, 6 each, configured in Research building rooms: 4P324, 4P327.

Suggested Manufacturer Brand Name/ Model: Allentown, NexGen Mouse IVC Cage & Rack System 140 cage single sided with autowater, or equivalent.

Specifications/Salient Characteristics:

1. All equipment must be designed to meet or exceed requirements set forth by the 8th Edition, Guide for the Care and Use of Laboratory Animals.

2. The system supplies uninterrupted HEPA-filtered supply air to each individual cage. Exhaust air is drawn from the cage and exhausted into a dedicated building exhaust system.

3. Individual mouse cages must be large enough to hold 5, 25 gram mice and must have a minimum of 77.4 sq. inches of floor space.

4. To include 6 Racks and 100% cage assemblies (cage bottom, cage lid, and feeder tray), 100% water bottle assemblies (approximate size, 250ml bottle with cap) and 100% horizontal standard cardholder.

5. Assembly to include hose for exhaust connection and clamps (2); Thimble to be included if necessary.

6. Each rack will also include 50% assemblies (cage bottom, cage lid, and feeder tray), water bottle assemblies (approximate size, 250ml bottle with slip on cap) and horizontal standard cardholder.

7. Each rack will also include 10% extra water drinking valves.

8. The ability to provide an external water bottle through the lid without opening the cage is desirable.

9. The system should provide a quite environment (<35 dBA) and low vibration level.

10. Vendor price to include installation and training. Onsite installation air flow test by authorized technical representative of manufacturer.

11. The IVC Mouse cages (bottom/lid) must be constructed of low temp polysulfone clear plastic (polysulfone) to allow for easy visualization of animals and include a feeder tray. The cages must be stackable.

12. The system must be compatible with the existing Edstrom automated watering system

13. The ventilated rack must be constructed of 304 stainless steel. Include 5" x 1.5", minimum width, Gray Retort Casters with two locking brakes and two swivel with two fixed.

14. The supply/exhaust blower must be fully adjustable regarding air velocity and pressure and include washable prefilter.

15. The intra-cage air velocity should be sufficient to remove water vapor, carbon dioxide and ammonia but low enough to prevent discomfort to the animals.

16. Preferably racks will be no higher than 72 inches and no longer than 84 inches, excluding blowers and associated equipment. Venders may bid 60 to 90 cages for single sided and 120 to 180 for double sided racks.

17. Auto water drinking valve should be mounted to the rack.

Suggested Manufacturer Brand Name/ Model: Allentown, NexGEN 900, 40 cage rack, single sided with autowater or equivalent.

Specifications/Salient Characteristics:

1. All equipment must be designed to meet or exceed requirements set forth by the 8th Edition, Guide for the Care and Use of Laboratory Animals.

2. The system supplies uninterrupted HEPA-filtered supply air to each individual cage. Exhaust air is drawn from the cage and exhausted into a dedicated building exhaust system.

3. Individual rat cages must be large enough to hold two 500 gram rats, and must have a minimum of 144 sq. inches of floor space.

4. To include 20 Racks and 100% cage assemblies (cage bottom, cage lid, and feeder tray), 100% water bottle assemblies (250- 350 ml bottle with cap) and 100% horizontal standard size cardholder.

5. Assembly to include hose for exhaust connection and clamps (2); Thimble to be included if necessary

6. Each rack will also include 50% assemblies (cage bottom, cage lid, and feeder tray), water bottle assemblies (250- 350 ml bottle with cap) and horizontal standard size cardholder.

7. Each rack will also include 10% extra water drinking valves.

8. The ability to provide an external water bottle through the lid without opening the cage is desirable.

9. The system should provide a quite environment (<35 dBA) and low vibration level.

10. Vendor price to include installation and training. Onsite installation air flow test by authorized technical representative of manufacturer.

11. The IVC Mouse cages (bottom/lid) must be constructed of low temp polysulfone clear plastic (polysulfone) to allow for easy visualization of animals and include a feeder tray. The cages must be stackable.

12. The system must be compatible with the existing Edstrom automated watering system

13. The ventilated rack must be constructed of 304 stainless steel. Include 5" x 1.5", minimum width, Gray Retort Casters with two locking brakes and two swivel with two fixed.

14. The supply/exhaust blower must be fully adjustable regarding air velocity and pressure and include washable prefilter.

15. The intra-cage air velocity should be sufficient to remove water vapor, carbon dioxide and ammonia but low enough to prevent discomfort to the animals.

16. Preferably racks will be no higher than 72 inches and no longer than 84 inches, excluding blowers and associated equipment. Venders may bid 60 to 90 cages for single sided and 120 to 180 for double sided racks.

17. Auto water drinking valve should be mounted to the rack.

2.5.4 Description : Rack, Rat, Double sided Cage 80, Ventilated, 5 each, configured in Research building rooms: 4P317, 4P323

Suggested Manufacturer Brand Name/ Model: Allentown, NexGEN 900, 80 cage rack, double sided with autowater or equivalent.

Specifications/Salient Characteristics:

1. All equipment must be designed to meet or exceed requirements set forth by the 8th Edition, Guide for the Care and Use of Laboratory Animals.

2. The system supplies uninterrupted HEPA-filtered supply air to each individual cage. Exhaust air is drawn from the cage and exhausted into a dedicated building exhaust system.

3. Individual rat cages must be large enough to hold two 500 gram rats, and must have a minimum of 144 sq. inches of floor space.

4. To include 5 Racks and 100% cage assemblies (cage bottom, cage lid, and feeder tray), 100% water bottle assemblies (250- 350 ml bottle with cap) and 100% horizontal standard size cardholder.

5. Assembly to include hose for exhaust connection and clamps (2); Thimble to be included if necessary

6. Each rack will also include 50% assemblies (cage bottom, cage lid, and plastic feeder tray), water bottle assemblies (250- 350 ml bottle with cap) and horizontal standard size cardholder.

7. Each rack will also include 10% extra water drinking valves.

8. The ability to provide an external water bottle through the lid without opening the cage is desirable.

9. The system should provide a quite environment (<35 dBA) and low vibration level.

10. Vendor price to include installation and training. Onsite installation air flow test by authorized technical representative of manufacturer.

11. The IVC Mouse cages (bottom/lid) must be constructed of low temp polysulfone clear plastic (polysulfone) to allow for easy visualization of animals and include a feeder tray. The cages must be stackable.

12. The system must be compatible with the existing Edstrom automated watering system

13. The ventilated rack must be constructed of 304 stainless steel. Include 5" x 1.5", minimum with Gray Retort Casters with two locking brakes and two swivel with two fixed.

14. The supply/exhaust blower must be fully adjustable regarding air velocity and pressure and include washable prefilter.

15. The intra-cage air velocity should be sufficient to remove water vapor, carbon dioxide and ammonia but low enough to prevent discomfort to the animals.

16. Preferably racks will be no higher than 72 inches and no longer than 84 inches, excluding blowers and associated equipment. Venders may bid 60 to 90 cages for single sided and 120 to 180 for double sided racks.

17. Auto water drinking valve should be mounted to the rack.

Specifications/Salient Characteristics:

All equipment must be designed to meet or exceed requirements set forth by the 8th Edition, Guide for the Care and Use of Laboratory Animals.

Rack:

1) Features Stainless steel constructed rack unit, lightweight, tubular, crevice--‐free design Removable doors with standard size horizontal cardholders Include 5" x 1.5" minimum with Gray Retort Casters and two locking brakes and two swivel with two fixed.

“J” --‐type feeder, or equivalent feeder that is filled external to the cage 950 mil approximate size, water bottles, Include a bottle holder flip--‐up Loft/Shelter Clear removable divider panels

2) Cage Features njection molded plastic cage with 16mm approximate size circular floor perforations Plastic cage and excreta pan each washable up to 88°C Plastic cage body and pan resistant to alkaline and acid detergents

3) Options required utomatic watering Standard Cage Dimensions 16” high minimum, ≥5.0 ft2 2 cages W x 3 cages high

2.5.6 Description: Cages, Mice Metabolic, 3 each, configured in Research building rooms: 4P324

Suggested Manufacturer Brand Name/ Model: Harvard Apparatus Co 526731 w/52-6756 Stainless Steel Single Cage Stand or equivalent.

Large, vented cover keeps animal securely contained. Removable for easy access.

2.5.7 Description: Cages, Rat Metabolic, 3 each, configured in research building rooms: 4P324

Suggested Manufacturer Brand Name/ Model: Harvard Apparatus Co, 526715 w/ 526756 or equivalent.

Specifications/Salient Characteristics:

All equipment must be designed to meet or exceed requirements set forth by the 8th edition, Guide for the Care and Use of Laboratory Animals.

Units must be complete with all accessories, included but not limited to:

2. Upper Chamber:

Made of transparent polycarbonate. surface is smooth, gnaw-proof and noiseless. easily cleaned with warm soapy water.

4. Feeder Drawer:

Polycarbonate drawer slides out for easy filling without disturbing the animal. Ideal for slurries, liquids or powders. Not designed for food in pellet form. Rear portion helps to catch spilled food to prevent contamination of feces.

5. Collection Funnel and Separating Cone:

Unique design and non-wetting polymethylpentene ensure immediate and complete separation of feces and urine.

6. Feces Collection Tube:

Non-wetting polymethylpentene. Pellets roll down the sides of the funnel and are collected in the tube. Unlocks from outside the cage, with a single twist, without disturbing the animal.

7. Water Bottle:

Polycarbonate, calibrated, with stainless steel cap and sipper tube; 100 ml bottle for Metabolic Cages for Small Rodents; 250 ml bottle for Metabolic Cage for Large Rodents.

8. Water Bottle Support & Spillage Collection Tube:

Designed to prevent water from entering the cage and contaminating the urine. Calibrated spill tube facilitates measurement of the actual water intake.

Non-wetting polymethylpentene. urine flows along the inside of the collection funnel and is directed by the urine ring into the urine tube. Graduated in cubic centimeters. unlocks from outside the cage without disturbing the animal.

11. Stand:

A stand or rack must be used with each rodent metabolic cage. The stainless steel single cage stand supports one cage and provides easy access to all parts. Multiple cage racks are also desirable.

8. SECURITY REQUIREMENTS

8.1 The Authorization & Accreditation (A&A) requirements do not apply and a Security Accreditation Package is not required.

1. GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)