36C25918R0261-001.docx

36C25918R0261

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 SI

GN 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. SIGN

ATURE 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

36C25918R0261 Donna Gillette 303-712-5768 04-10-2018 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 541620 $15 Million X N/A X Department of Veteran Affairs Rocky Mountain Reginal VAMC 13611 East Colfax Ave Denver, Colorado 80045 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See attached statement of work, drawings, and specifications and the instructions to offeror.

Project magnitude: is between $25,000 and $100,000.

The NAICS code is 541620 Small Business size standard is 15M A site visit will be held on March 15, 2018 at 10:00 A.M.

Mountain Standard Time (MST). Attendees will meet at CBS Lobby at the address in block 15.

All questions in relation to this solicitation must be submitted in writing via e-mail to donna.gillette@va.gov and received no later than March 22, 2018 at 2:00 PM MST.

All submitted proposals must be received in email by the closing date and time. The solicitation closes April 10, 2018 at 1:00 PM MTS.

This acquisition is 100% aside for Service Disabled Veteran Owned Small Bissiness concerns.

X X Table of Contents

A.2 STATEMENT OF WORK

STATEMENT OF WORK

Legionella Disease Prevention and Scald Protection Plan for Eastern Colorado Health Care System (ECHCS), Rocky Mountain Regional VA Medical Center (RMRVAMC), 13611 East Colfax Avenue Aurora, Colorado

SECTION 1 - GENERAL:

1.1 The purpose of this project is to develop a Hazard Analysis and Critical Control Point (HACCP) Water Safety Plan for Legionella and Scald Protection to identify risk and implement control measures within the Eastern Colorado Health Care System at the RMRVAMC in Aurora Colorado.

1.2 Background: The mission of ECHCS is to provide the highest quality health care to our nation's veterans. ECHCS must protect the health and safety of patients, employees, and visitors through development and implementation of plans following VHA Directive 1061: Prevention of HealthCare-Associated Legionella Disease (HCA LD) and Scald Injury from Potable Water Distribution Systems. The Veterans Health Administration currently has one of the most comprehensive Legionella prevention policies in the country.

1.3 Objective: ECHCS intends to contract the development of a Hazard Analysis and Critical Control Point (HACCP) plan with the goal of preventing healthcare-associated Legionella disease (HCA LD) associated with building water systems. The program is based on the Hazard Analysis and Critical Control Point (HACCP) approach, which is for identifying risk and implementing control measures to reduce risk associated with legionellae in water systems. Reference Section 2 for the specific requirements of the proposed HACCP.

1.4 “Pre-Proposal” Conference/Site Walk: All prospective bidders shall attend a site walk at a date to be determined by the Contracting Officer. Attendance at this walk is MANDATORY prior to submission of a cost proposal. The Contracting Officer reserves the right to reject any bid by a contractor who did not attend the site walk. Attendance of the walk in no way authorizes the contractor to conduct any field work at the site.

SECTION 2 – REQUESTED SERVICES:

2.1. Contractor shall develop a Hazard Analysis and Critical Control Point (HACCP) Water Safety Plan with the goal of preventing healthcare-associated Legionella disease (HCA LD) associated with physical plant and building water systems. The plan shall incorporate the requirements and guidelines contained in VHA Directive 1061, Prevention of Healthcare-Associated Legionella Disease and Scald Injury from Potable Water Distribution Systems, Appendix A. The Control plan shall contain, but not limited to the following:

2.2. Contractor shall perform site visits to confirm all site conditions and compile requirements to be in the plan. Additionally, contractor shall meet with the ECHCS Water Safety Committee to discuss items such as progress and questions, and shall address the committee’s technical concerns and recommendations in the plan.

2.3. Reference VHA Directive 1061, Appendix A through C, for an outline of sections that contractor shall incorporate into the plan.

2.4. Period of Performance: 90 working days from Notice to Proceed. Contractor shall adhere strictly to this timeline as it will impact opening of the Aurora facility. The 90 working days can be broken down as follows:

SECTION 3 - SPECIAL CONDITIONS:

3.1 Any oral directions, instructions, explanations, commitments and/or acceptances given by any Government employee to the Contractor or his personnel, shall not be construed by the Contractor as a change in scope to this delivery order. Any change in scope of work must be issued to the Contractor, in writing, by the Contracting Officer to be binding on the government.

SECTION 4 - GOVERNMENT FURNISHED DATA:

4.1 Enclosure(s): VHA Directive 1061: Prevention of HealthCare-Associated Legionella Disease (HCA LD) and Scald Injury from Potable Water Distribution Systems.

A.3 INSTRUCTION TO OFFERORS

Page 1 of Page 1 of

PART I - INSTRUCTIONS, CONDITIONS AND NOTICES TO OFFERORS

PART I/SECTION A – REQUEST FOR PROPOSAL

I.1A JOINT VENTURES

If submitting an offer as a joint venture as defined by P.L. 109-461 AND Department of Veterans Affairs I.L. 049-06-4, http://www.vetbiz.gov/library/jtventure.pdf , an offeror must provide a copy of the joint venture agreement specific to the project that is consistent with the percentage of required work and net proceed. Additionally, the offeror must provide a breakdown or labor of which is to be performed by the SDVOSB firm and that which is performed by the small business joint venture firm and that which is sub-contracted. All Joint Ventures will be required to be registered and verified as an entity in VETBIZ.

I.2A SELECTION PROCEDURES

This acquisition will be a competitive acquisition utilizing FAR Part 13 source selection employing lowest price technically acceptable (LPTA) source selection procedures. Award will be made on the basis of the lowest evaluated price of proposals meeting or exceeding the acceptability standards for non-cost factors. It is the intent of the Government to award without discussions; however the Government will reserve the right to have discussions if such are needed.

I.3A PRE-PROPOSAL SITE VISIT

A site visit will be held on March 15, 2018 at 10:00 AM Mountain Time at the Denver VA Medical Center, 13611 East Colfax Avenue., Denver, Colorado. All offerors, consultants, subcontractors, manufacturers and suppliers are encouraged to attend this meeting to familiarize themselves with the project, project site, and to provide any questions regarding this solicitation and project, in writing, prior to the scheduled conference date. See FAR Clause 52.236-3, Site Investigation and Conditions Affecting the Work, and FAR Provision 52.236-27, Site Visit (Construction) of this solicitation.

I.4A SELECTION CRITERIA

Award will be made on a LPTA basis considering the following factors:

Factor 1 – Past Performance Factor 2 – Price

The LPTA solicitation, which is best value resulting from selection of the technically acceptable proposal with the lowest fair and reasonable price. Price will only be considered after Factors 1 have been found to be considered “Technically Acceptable.”

Factors 1 must all be acceptable to be considered for an award. The offeror that is rated with the lowest “fair and reasonable price” shall be selected if Past Performance, is rated “Technically Acceptable.”

The distinction between experience and past performance is that construction experience pertains to the volume of work completed by a contractor that are comparable to the types of work described under the definition of recent, relevant projects, in terms of size, scope, and complexity. Past performance pertains to both the relevance of recent efforts and how well a contractor has performed on the contracts.

Factor 1 – Past Performance:

(a) Solicitation Submittal Requirements: Offerors shall provide past performance information on completed contracts (including Federal, State, local government or private) to demonstrate their ability to perform the proposed work identified within the Specifications and Statement of Work. If a completed Contractor Performance Assessment Reporting System (CPARS) evaluation is available, it shall be submitted with the proposal for each project included in Factor 1 for construction experience. The Government may also evaluate recent and relevant past performance, as defined in Factor 1, based upon sources available to the contracting officer that may include Past Performance Information Retrieval System (PPIRS), Federal Awardee Performance and Integrity Information System (FAPIIS) and Electronic Subcontract Reporting System (eSRS). IF THE OFFEROR CANNOT PROVIDE A CPARS FOR PROJECTS LISTED IN FACTOR 1, then the offeror shall submit Past Performance Questionnaires (PPQ) for each project included in Factor 1. Offerors shall not incorporate by reference into their proposal PPQs previously submitted for other RFPs.

Completed PPQs should be submitted directly from your client via email to Donna Davis at Donna.davis11@va.gov. If you have any questions, please contact Donna Davis at 303-372-7017. If the offeror is unable to contact a client for a project(s) before proposal closing date, the offeror should complete and submit with the proposal the first page of the PPQ, which will provide contract and client information for the respective project(s). Offerors should follow-up with clients/references to ensure timely submittal of questionnaires.

(b) Basis of Evaluation:

In order to be considered acceptable for this factor the offeror must have received primarily satisfactory or better evaluations on a minimum of one (1) recent and relevant project as defined in Factor 1.

In the case of an offeror without a record of relevant past performance or for whom information on past performance is not available, the offeror may not be evaluated favorably or unfavorably on past performance. If that offeror is otherwise acceptable for non-price factors and has the lowest price the matter will be referred to the Small Business Administration for a Certificate of Competency, in accordance with the procedures contained in FAR Subpart 19.6, and 15 U.S.C. 637(b)(7).

Factor 2 – Price:

(a) Solicitation Submittal Requirements:

· Standard Form 1149, Solicitation Offer and Award

· All pages of the SF1149 Continuation Sheet

· Cost breakdown

(b) Basis of Evaluation: The Government will evaluate price based on the total price. Total price consists of the basic requirements. Analysis will be performed by one or more of the following techniques to ensure a fair and reasonable price:

· Comparison of proposed prices received in response to the RFP

· Comparison of proposed prices with the IGCE.

· Comparison of proposed prices with available historical information.

The Government will award a contract resulting from this solicitation to the responsible offeror whose offer, conforming to the solicitation, will be most advantageous to the Government, price and other factors considered. This is a Lowest Price Technically Acceptable (LPTA) solicitation, which is best value resulting from selection of the technically acceptable proposal with the lowest evaluated price.

If the Offeror communicates in its proposal any qualifications, exclusions, or conditions to the proposed prices not provided for in the Contract Documents, then the Contracting Officer may reject the proposal and exclude the Offeror from further discussions.

Factors 1 (Past Performance) must all be acceptable to be considered for an award. Price will only be considered after Factors 1 has been found to be considered “Technically Acceptable.”

NOTE: no assumptions or exceptions will be accepted.

PART I/SECTION B - INSTRUCTIONS, CONDITIONS AND NOTICES TO OFFERORS

I.1B COST RANGE: Between $25,000.00 and $100,000.00

I.2B GENDER: Wherever the masculine gender is used in this solicitation and contract documents, it shall be considered to include both masculine and feminine.

I.3B METRIC PRODUCTS:

Products manufactured to metric dimensions will be considered on an equal basis with those manufactured using inch-pound units, providing they fall within the tolerance specified using conversion tables contained in the latest revision of Federal Standard No. 376, and all other requirements of this document are met.

If a product is manufactured to metric dimensions and those dimensions exceed the tolerance specified in the inch-pound units, a request should be made to the Contracting Officer to determine if the product is acceptable. The Contracting Officer, in concert with the Contracting Officer’s Representative (COR), will accept or reject the product.

I.4B REQUESTS FOR INFORMATION:

All requests for information must be submitted in writing to donna.gillette@va.com for action no later than the date shown in Block 20 of the Standard Form 1449, Solicitation, Offer and Award.

I.5B PROPOSAL REQUIREMENTS

General – Both technical and price proposal shall be submitted in response to this solicitation. Proposals shall be submitted via email to Donna.gillette@va.gov. Emails are limited to five (5) MB. The proposal, in its entirety, shall not exceed two emails (one email for price proposal, and one email for technical proposal) of 5MB each. Technical proposals (not including past performance questionnaires) are limited to 30 pages. Price shall be in a separate electronic document from the technical and past performance portions of the proposal. The offeror’s technical response shall clearly address each evaluation factor listed in this solicitation. Failures to submit in the format required and clearly address those factors may result in rejection of the offer. An original Bid Bond, in the amount of twenty (20%) percent (but not to exceed $3,000,000) of the bid price shall be mailed to the address listed below and be received at the address no later than the closing date and time. Failure to furnish the required bid guarantee in the proper form (Standard Form 24) and amount, by the time set for opening, will require rejection of the bid in all cases except those listed in FAR 28.101-4, and may be cause for rejection even then. SEE FAR Provision 52.228-1, Bid Guarantee, of this Solicitation. Electronic copies of the proposals will be time/date stamped by Microsoft Outlook upon receipt of email. Further details on electronic submission are outlined below.

Proposals shall be received by 1PM Mountain Time on April 10, 2018. There will be no public opening of the proposals. Submit proposals to: Donna.gillette@va.gov

Submit bid bonds to:

Department Of Veterans Affairs Network Contracting Office 19 Attn: Donna Gillette 6162 South Willow Drive Greenwood Village, Colorado 80111

Technical and price sections of the offeror’s proposal will be evaluated independently. Therefore, offerors shall submit technical and price sections as separate electronic files.

Offerors shall include all required Representations and Certifications and complete their registration in System for Award Management (SAM). See FAR 52.204-7 and 52.204-8, of this solicitation.

Important Notice: Apparent successful offerors must apply for and receive verification from the Department of Veteran Affairs Center for Verification and Evaluation (CVE) in accordance with 38 CFR Part 74 and VAAR 819.70 by submission of documentation of Veteran status, ownership and control sufficient to establish appropriate status, offerors must be both VISIBLE and VERIFIED by the Department of Veterans Affairs Center for Verification and Evaluation prior to contract award. Failure to be both VERIFIED by CVE and VISIBLE on VetBiz prior to contract award will result in the offeror’s proposal being deemed non-compliant. All offerors are urged to contact the CVE and submit the aforementioned required documents to obtain CVE verification of their SDVOSB status if they have not already done so.

I.6B REQUIREMENTS FOR ELECTRONIC SUBMISSION OF OFFER

Unless paper offers are specifically authorized in an individual solicitation, all responses to solicitations must be submitted electronically as described below. Responses submitted in a paper form are unacceptable. Failure to comply with this requirement may jeopardize the possibility of receiving an award for the contract due to noncompliance with the terms of the solicitation. You must submit your electronic offer, and any supplemental information (such as spreadsheets, backup data, technical information), using any of the electronic formats and media described below.

In addition, contractors are notified of the award via an electronic Notice of Award e-mail. The award document will be attached to the Notice of Award e-mail.

Acceptable Electronic Formats (Software) for Submission of Offers

1. Files readable using the current Microsoft© Office version Products: Word, Excel, PowerPoint, or Access. Please see security note below for caution regarding use of macros. When submitting construction drawings contractors are required to submit one set in AutoCAD and one set in Adobe PDF. (purpose: contracting can open the PDF version and engineering can open AutoCAD files).

2. Files in Adobe© PDF (Portable Document Format) Files: When scanning documents scanner resolution should be set to 200 dots per inch, or greater.

3. Other electronic format. If you wish to submit an offer using another format other than described in these instructions, e-mail the Contracting Officer who issued the solicitation. Please submit your request at least ten (10) calendar days before the scheduled closing date of the solicitation. Request a decision as to the format acceptability and make sure you receive approval of the alternate format before using it to send your offer.

4. Please note that we can no longer accept .zip files due to increasing security concerns.

E-mail Submission Procedures: For simplicity in this guidance, all submissions in response to a solicitation will be referred to as offers.

a. Subject Line: Include the solicitation number, name of company, and closing date of solicitation. Use only one of the terms Quotation, Offer, or Bid depending on the solicitation type.

b. Size: Maximum size of the e-mail message shall not exceed five (5) megabytes. Only one email is permitted unless otherwise stated in this solicitation or in writing by the Contract Officer submitting the solicitation.

c. Unless approved by the contracting officer: DO NOT submit a link to your PDF documents. Please submit your request in an email for other electronic format at least ten (10) calendar days before the scheduled closing date of the solicitation. Request a decision as to the format acceptability and ensure you receive approval of the alternate format before using it to send your offer.

Each electronic offer must also include a signed and scanned SF-1442, Solicitation, Offer, and Award (Construction, Alteration, or Repair)

The Microsoft Outlook © Email time/date stamp will be used to date and time stamp offers for the official record of receipt for the submission. The date and time stamp in recipients “inbox” is the official record of receipt.

Security Issues, Late Bids, Unreadable Offers

1. Late submission of offers are outlined at FAR 52.215-1(c)(3). Particular attention is warranted to the portion of the provision that relates to the timing of submission.

2. Please see FAR 15.207(c) for a description of the steps the Government shall take with regard to unreadable offers.

3. To avoid rejection of an offer, vendors must make every effort to ensure their electronic submission is virus-free. Submissions or portions thereof submitted and which the automatic system detects the presence of a virus or which are otherwise unreadable will be treated as “unreadable” pursuant to FAR 15.207(c ).

4. The virus scanning software used by our e-mail systems cannot always distinguish a macro from a virus. Therefore, sending a macro embedded in an e-mail message or an e-mail attachment may cause the e-mail offer to be quarantined. You may send both the spreadsheet and the spreadsheet saved in PDF format to ensure that your proposal is readable.

5. Password protecting your offer is not permitted. The Contracting Officer will file the offer electronically which will allow access only by designated individuals.

SECTION C - CONTRACT CLAUSES

C.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

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 Service Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

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

This solicitation includes . Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

C.3 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.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(3) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[x] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[x] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2016) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[x] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2017) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (NOV 2016) of 52.219-9.

[] (v) Alternate IV (NOV 2016) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders…