36C25818Q9831-001.docx

36C25818Q9831

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

501-19-1-357-0003 36C25818Q9831 09-07-2018 Dena Hallaren 602-795-4527 09-17-2018 11:59pm EST Department of Veterans Affairs NCO22-Gilbert Network Contracting 777 E. Missouri, Suite 300 Phoenix AZ 85014 X X 811219 $20.5 Million

NET 30

N/A X Department of Veterans Affairs Multiple Facilities in VISN-22 Gilbert See Section B.3 Delivery Schedule for full details

Department of Veterans Affairs NCO22-Gilbert Network Contracting 777 E. Missouri, Suite 300 Phoenix AZ 85014

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

See CONTINUATION Page This solicitation is for:

High-performance liquid chromatography (HPLC) Maintenance service for Agilent Technologies equipment listed in PWS at New Mexico VA Health Care System.

Period of performance: base period plus four option years

***100% SET-ASIDE FOR VOSB***

See CONTINUATION Page X X 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 36C258 Department of Veterans Affairs NCO22-Gilbert Network Contracting 777 E. Missouri, Suite 300 Phoenix AZ 85014

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.

This is accomplished through the Tungsten Network located at: http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

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

Page 1 of Page 1 of

B.2 PERFORMANCE WORK STATEMENT

1. VA FACILITY:

Cooperative Studies Program Clinical Research Pharmacy Coordinating Center New Mexico VA Health Care System Albuquerque, New Mexico

2. TITLE:

High-performance liquid chromatography (HPLC) Maintenance

3. BACKGROUND:

The VA Cooperative Studies Program Clinical Research Pharmacy Coordinating Center in Albuquerque, NM supports the conduct of clinical studies throughout the Department of Veterans Affairs. Part of this effort involves testing pharmaceutical products used in the studies to ensure patient safety is protected through various chemical analyses. PM of Agilent equipment and receiving annual validation is critical for testing and is required under cGMP and ISO guidelines.

4. SCOPE:

This requirement is for procurement Agilent CrossLab Silver with Operational Qualification/Repair Qualification (OQ/RQ) services for the Agilent Technologies equipment listed in this document. The contractor shall perform an annual preventative maintenance visit, validate the equipment for use, and throughout the rest of a performance period shall provide telephone support and repair services as necessary and as contained in the requested level of support Agilent CrossLab Silver with OQ/RQ.

5. SPECIFIC TASKS:

a. Service technicians shall be certified on/by Agilent Technologies equipment to perform any services/maintenance on the enclosed specified equipment. Contractor shall provide documentation/copy of certification with proposal submittals and upon award.

b. Provide Agilent CrossLab Silver with OQ and RQ for equipment listed in the enclosed PWS paragraph 5.t.

c. The Contractor shall provide standard service to include telephone support to isolate; resolve hardware/software problems; Service Center Repair; on-site hardware troubleshooting and fully certified/validated repair no later than 5 business days or sooner.

d. Contractor shall provide unlimited on-site repair services to restore equipment to optimal operating conditions.

e. The Contractor shall include all labor, travel costs, service parts, and including consumable parts required for repair. All parts shall be Original Equipment Manufacturer (OEM) parts are to be of manufacturer or equivalent and fully compatible with current Agilent equipment.

f. The Contractor shall include one Agilent CrossLab Preventative Maintenance Program.

g. The Contractor shall include one Agilent CrossLab Operational Qualification/Performance Verification (OQ/PV) and Agilent CrossLab Repair Qualification (RQ).

h. PM OQ service shall consists of system testing using a chemical test sample kit of known concentration to verify proper equipment operation; also, software tools are used as part of the process. Contractor shall configure test parameters according to the Government’s requirements.

i. Contractor shall utilize a checklist for each step of protocols in accordance with manufacturer’s recommendations.

j. Service technician shall Repair Qualification that recertifies equipment after a repair has occurred.

k. If offers proposed service is not the requested Crosslab Silver with Operational Qualification/Repair Qualification (OQ/RQ), proposal shall include sufficient details for comparison during technical review.

l. Annual preventive maintenance shall be completed when scheduled and validation documentation provided. Validation of equipment shall be completed immediately after PM services. Validation shall be performed on all equipment on an annual basis and within the same month of the last service certification date and in such a way that validation does not expire.

m. Contractor shall provide recertification/validation verification and equipment validation report to SME/COR in an electronic format. Files shall be in PDF format and shall be electronically delivered to the SME/COR

n. Equipment Shall be fully RQ requalified no later than 24-hours after repairs. Shall ensure the equipment remains continuously in conformance with the specifications used.

o. Contractor shall provide a 100% service repair guarantee. The equipment shall be repaired or replaced with equivalent equipment. Parts shall be of OEM; refurbished, used, or grey market parts shall NOT be accepted. Equipment replacement shall require written modification to the task order.

p. Normal wear and tear items, such as liners, seals, lamps, and tubing, shall be included when needed to complete repairs.

q. On-site emergency repair response shall be performed, validated and recertified no later than 48-hours of service call. (non-business days do not count in this time period since user is closed on Federal Holidays/Weekends)

r. All preventive maintenance, corrective maintenance, emergency repairs, and validations shall be performed by a fully trained and certified Field Service Engineer (FSE).

s. The Contracting Officer (CO) may request proof of training and certification, from the Contractor, at any time during the period of performance.

t. Equipment to be supported –

1290 UPLC

SYSTEM 1

LC 1290 System

Diode-Array Detector

1290 UPLC

SYSTEM 2

LC 1290 System

Diode-Array Detector

1290 UPLC

SYSTEM 3

LC 1290 System

Diode-Array Detector

1290 UPLC

SYSTEM 4

LC 1290 System

Diode-Array Detector

6850 GC

GC 6850 System

6. SECURITY REQUIREMENTS:

Contractor FSE shall perform maintenance on scientific equipment which is not connected to any VA network. Contractor FSE shall not have access to patient records, VA sensitive information or to any IT system connected to the VA network.

The C&A requirements do not apply and a Security Accreditation Package is not required.

When on facility grounds, contractor FSE shall sigh-in and be escorted by a SME/COR/CSPCRPCC employee at all times as mandated and strictly enforced in facility security policy.

7. PLACE OF PERFORMANCE:

VA Cooperative Studies Program Clinical Research Pharmacy Coordinating Center 2401 Centre Avenue, SE Albuquerque, NM 87106

8. ESTIMATED PERIOD OF PERFORMANCE:

10/10/18 thru 10/09/19 - Base Year 10/10/19 thru10/09/20 - Option Year One 10/10/20 thru 10/09/21 - Option Year Two 10/10/21 thru 10/09/22 - Option Year Three 10/10/22 thru 10/09/23 - Option Year Four

9. PERFORMANCE:

a. Delivery schedule consists of actual preventative maintenance visit and validation. Scheduling shall be coordinated with the subject matter expert (SME) or through the COR. Schedule timing shall be based on the equipment certification/calibration dates and equipment. See paragraph 5.t. equipment details for frequency requirements.

b. Normal hours of coverage are Monday through Friday from 8:00 am to 4:00 pm New Mexico time (MST), not including federal holidays. All service/repairs shall be performed during normal hours of coverage unless requested or approved by the SME in coordination with the COR.

NOTE: Hardware/software update/upgrade installations/emergency repairs/ corrective maintenance shall be scheduled and performed during normal hours of coverage at no additional charge to the government.

Federal Holidays observed are located at the following link:

https://www.opm.gov/policy-data-oversight/snow-dismissal-procedures/federal-holidays/

c. Preventive maintenance shall be performed as scheduled by the SME or COR. Preventive maintenance shall be performed during normal hours of coverage.

d. Work performed on holidays or additional funding for services that are outside the normal hours or outside the scope of this contract shall be approved by the VA Contracting Officer prior to any service being allowed.

e. Noncontract Charges: The contractor shall not perform any service that shall result in additional charges without prior approval from the VA Contracting Officer.

f. Failure to carry out the above procedures shall be considered as a failure to document the service visit and shall constitute a failure to perform.

10. DOCUMENTATION:

10.1 Service reports shall be provided for all service activities and shall contain the following information:

a. Date(s) and time period of service.

b. Complete description of equipment serviced including model number and serial number.

c. Complete description of equipment services performed including upgrades, updates, enhancements and software changes made.

d. Complete list of all materials, parts, or assemblies installed or replaced including serial numbers of parts where applicable.

e. A statement of the complaint that initiated the service call.

f. Total standard labor hours, total overtime/premium hours, and total travel hours expended during the repair.

10.2 Failure to provide documentation shall result in invoice certification delays for contractor payment and failure to perform.

11. PERFORMANCE MONITORING:

See the enclosed Quality Assurance Surveillance Plan (QASP), section D.

12. REMOVAL OF EQUIPMENT:

a) Whenever possible, all repairs and preventive maintenance shall be performed at the NMVAHCS. When that is not possible, the COR, POC or designee may give approval for service work to be done at another location. All transportation and shipping charges shall be at the expense of the contractor.

b) VA property may not be removed from the NMVAHCS prior to execution, and approval of all documents as required by Acquisition and Materiel Management Service. Computer hard drives and other storage media items may not leave VA property.

c) Requirements for service reports for designated equipment not at this location are the same as for work done on-site. Service reports for incoming equipment shall be presented for signature at the time of delivery. If equipment is returned via commercial carrier, the service report may be included with the shipment.

13. GOVERNMENT REPAIRS:

Government employees shall work on contract equipment only with authorization of the contractor or following the failure of the contractor to respond. The government is not obligated to perform any work on contract equipment.

14. GUARANTEE:

The contractor shall guarantee workmanship and all parts furnished by the contractor for a period of not less than 90 days.

15. PARKING, SMOKING, AND VA REGULATIONS:

a. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Contractor shall not invalidate or make reimbursement for parking violations of the Contractor under any conditions. Smoking is prohibited inside any VA facility. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

16. ACRONYMS:

a. CO-Contracting Officer. The Federal employee who is warranted by the Government to enter into contracts on behalf of the Government and is the only person authorized to make changes to those contracts

b. COR-Contracting Officer's Representative. Individual designated by the CO to place orders, furnish technical guidance, advice, certify invoices, and provide general supervision of the work performed under the executed contract

c. CSPCRPCC-Cooperative Studies Program Clinical Research Pharmacy Coordinating Center

d. FSE - Field Service Engineer

e. GMP - Good Manufacturing Practice

f. HPLCs - High-performance liquid chromatography

g. ISO - International Standards Organization

h. OEM - Original Equipment Manufacturer

h. OQ/PV - Operational Qualification/Performance Verification

i. OQ/RQ – Operational Qualification/Repair Qualification

j. PM - Preventive Maintenance

k. PWS – Performance Work Statement

l. NMVAHCS-New Mexico Veterans Affairs Healthcare System

m. SME - Subject Matter Expert

n. VAMC-Department of Veterans Affairs Medical Center

(END OF PWS)

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

BASE YEAR: Preventive Maintenance and Support for Agilent Analytical Instruments.

CrossLab Silver w/OQ+RQ See PWS for service details and equipment descriptions.

Contract Period: Base POP Begin: 04-01-2018 POP End: 03-31-2019 LOCAL STOCK NUMBER: 1290 UPLC System 1

BASE YEAR: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Base POP Begin: 04-01-2018

LOCAL STOCK NUMBER: 1290 UPLC System 2

BASE YEAR: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Base POP Begin: 04-01-2018

LOCAL STOCK NUMBER: 1290 UPLC System 3

BASE YEAR: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Base POP Begin: 04-01-2018

LOCAL STOCK NUMBER: 1290 UPLC System 4

BASE YEAR: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Base POP Begin: 04-01-2018

LOCAL STOCK NUMBER: 6850 GC

OPTION YEAR 1: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 1 POP Begin: 04-01-2019 POP End: 03-31-2020

OPTION YEAR 1: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 1 POP Begin: 04-01-2019

OPTION YEAR 1: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 1 POP Begin: 04-01-2019

OPTION YEAR 1: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 1 POP Begin: 04-01-2019

OPTION YEAR 1: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 1 POP Begin: 04-01-2019

OPTION YEAR 2: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 2 POP Begin: 04-01-2020 POP End: 03-31-2021

OPTION YEAR 2: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 2 POP Begin: 04-01-2020

OPTION YEAR 2: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 2 POP Begin: 04-01-2020

OPTION YEAR 2: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 2 POP Begin: 04-01-2020

OPTION YEAR 2: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 2 POP Begin: 04-01-2020

OPTION YEAR 3: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 3 POP Begin: 04-01-2021 POP End: 03-31-2022

OPTION YEAR 3: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 3 POP Begin: 04-01-2021

OPTION YEAR 3: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 3 POP Begin: 04-01-2021

OPTION YEAR 3: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 3 POP Begin: 04-01-2021

OPTION YEAR 3: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 3 POP Begin: 04-01-2021

OPTION YEAR 4: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 4 POP Begin: 04-01-2022 POP End: 03-31-2023

OPTION YEAR 4: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 4 POP Begin: 04-01-2022

OPTION YEAR 4: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 4 POP Begin: 04-01-2022

OPTION YEAR 4: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 4 POP Begin: 04-01-2022

OPTION YEAR 4: Preventive Maintenance and Support for Agilent Analytical Instruments.

See PWS for service details and equipment descriptions.

Contract Period: Option 4 POP Begin: 04-01-2022

B.4 DELIVERY SCHEDULE

Clinical Research Pharmacy Coordinating Center 2401 Centre Avenue, SE Albuquerque, NM 87106

USA

12.00

12.00

12.00

12.00

Clinical Research Pharmacy Coordinating Center 2401 Centre Avenue, SE Albuquerque, NM 87106

USA

12.00

12.00

12.00

12.00

Clinical Research Pharmacy Coordinating Center 2401 Centre Avenue, SE Albuquerque, NM 87106

USA

12.00

12.00

12.00

12.00

Clinical Research Pharmacy Coordinating Center 2401 Centre Avenue, SE Albuquerque, NM 87106

USA

12.00

12.00

12.00

12.00

Clinical Research Pharmacy Coordinating Center 2401 Centre Avenue, SE Albuquerque, NM 87106

USA

12.00

12.00

12.00

12.00

SECTION C - CONTRACT CLAUSES

ADDITIONAL SIMPLIFIED ACQUISITION TERMS AND CONDITIONS

C.1 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

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

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

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

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

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

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

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

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

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

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

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

(b) The Contractor is responsible 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.

(c)(1)(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 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 of the FAR; and

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

(ii) If the Contractor fails to comply with the requirements of paragraph (c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the ‘‘Suspension of Payment’’ paragraph of the electronic funds transfer (EFT) clause of this contract.

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

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

(d) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.acquisition.gov.

(End of Clause)

C.2 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…