36C25919R0173-001.docx

36C25919R0173

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

36C259-19-AP-4443

554-19-4-558-0170 36C25919R0173 09/06/2019 Francisco Velazquez 303-712-5723 09-20-2019

0900 HRS MT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X 811310 $7.5 Million X N/A X 36C259 Department of Veterans Affairs Rocky Mountain Regional VA Medical Center 1700 N Wheeling St.

Aurora CO 80045 36C259 Department of Veterans Affairs Network Contracting Office, Suite 300

NCO 19

6162 South Willow Drive Greenwood Village CO 80111

Submitted Electronically Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Contractor shall provide comprehensive maintenance on four Caterpillar generators, make and model AA/3516C See CONTINUATION Page X X X X

RONNIE R. JONES

NCO 1915L2-3411

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.2. GOVERNMENT: Francisco Velazquez, Contract Specialist Department of Veterans Affairs Rocky Mountain Network NCO 19 Contracting 6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5723

FAX: 303-712-5824

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

· OB10/Tungsten e-Invoice Setup Information: (877) 752-0900

· OB10/Tungsten e-Invoice email: USClientServices@ob10.com

· FSC e-Invoice Contact Information: (877) 353-9791

· FSC e-invoice email: vafsccshd@va.gov

· The following two codes will be required when creating a vendor profile in OB10:

OB10 Buyer Number AAA544240062 Promo Code: VAPC7Y18

B.1.5. DUNS NUMBER: Please provide the Dun and Bradstreet Number assigned to your firm in the space provided:

B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract:

B.1.7. PERIOD OF PERFORMANCE: Services required herein shall be for the following time period:

Base Year: September 30, 2019 through September 29, 2020 Option Year 1: September 30, 2020 through September 29, 2021 Option Year 2 September 30, 2021 through September 29, 2022 Option Year 3: September 30, 2022 through September 29, 2023 Option Year 4: September 30, 2023 through September 29, 2024

B.1.8. DEPARTMENT OF LABOR WAGE DETERMINATION: Department of Labor Wage Determination No. 2015-5419, Revision 12, dated August 2, 2019.

B.2 STATEMENT OF WORK

Comprehensive Maintenance AA 3516C Emergency Generators

1. OBJECTIVE

The Rocky Mountain Regional VA Medical Center (RMRVAMC) has a requirement for inspections, comprehensive maintenance, repairs, and testing services on Government-Owned Generators located at the Rocky Mountain Regional VA Medical Center, 1700 N. Wheeling St. Aurora, CO 80045.

SPECIFIC SERVICE FOR:

2. GENERAL

a. Essential Electrical System (EES): A complete functioning system coupled to a system of conductors, disconnecting means, and over-current protective devices, transfer switches, and all control, supervisory and support devices up to and including the load terminals of the transfer equipment needed for the system to operate as a safe and reliable source of electric power.

b. It is the policy of the RMRVAMC that the Electrical Power Distribution System shall be operated and maintained in a safe and efficient manner recognizing their importance and potential danger.

c. Emergency and backup generators will be tested monthly, annually, and at 36-month minimum intervals, the medical center staff will carefully plan and conduct a continuous-hours test of the Emergency Electrical System (EES).

d. The EES, including all related components, will be exercised under load at least monthly, for a minimum of 30 minutes, in accordance with the requirements of NFPA 99 and NFPA 110.

e. A test of the EES that lasts for 4 hours continuously should be planned and executed every 36 months, in accordance with the requirements of NFPA 99 and NFPA 110. This test shall meet The Joint Commission requirements to be under load (dynamic or static) of at least 30 percent of the nameplate load. Locations at high altitude where generator capacity is to be derated, 30 percent of the derated generator capacity should be used (versus 30 percent of the nameplate value). NOTE: The Joint Commission now requires a 4-hour generator test under load (dynamic or static) that is at least 30 percent of the nameplate rating of the generator once every 36 months. If a facility’s generator requires an annual load bank to comply with EC.02.05.07 EP 5, it will also require a load bank every 36-months for 4 hours to comply with EC.02.05.07 EP 8. It is important to note the annual load bank only exceeds 30 percent for 1.5 hours.

(1) This test shall meet two objectives:

· EES Response - a thorough test of the EES initiated by a loss of utility normal power.

· Facility Staff Response - a thorough test of the medical center staff’s ability to operate while restricted only to the EES.

manner.

(4) This test may be incorporated into the facility-wide disaster drills required by The Joint Commission. Moreover, an unscheduled facility power outage of at least 4 hours continuous duration may be documented and considered the equivalent of the EES test, providing that all requirements listed in subparagraph 4e (above) are met.

3. CODES AND REGULATIONS

The Contractor shall comply with the public laws and statutes including all changes and amendments of federal, state and local environmental statutes and regulations in effect of date of issuance of this contract, including the applicable portions of the documents cited in the basic contract and below. NFPA cited references can be found in https://www.nfpa.org/. Occupational Safety & Health Standards 29 CFR1910 are located in http://www.OSHA.com.

· NFPA 70, National Electric Code.

· NFPA 101, Life Safety

· NFPA 70E, Personnel Protection

· NFPA 99, Health Care Facilities Code

· 29 CFR 1910 Occupational Safety and Health Standards

4. APPLICABLE DOCUMENTS

Contractor shall develop and maintain a quality program to ensure maintenance and repair services are performed during intervals required preventative maintenance and under normal commercial practices.

5. CONTRACTOR SUBMITTALS

Contractor shall submit the following:

· Project Schedule including sequencing, durations, and cost loaded schedule of values.

· The contractor shall coordinate with hospital Contracting Officer Representative (COR) / Point of Contact (POC) two weeks in advance to schedule work.

· The contractor shall coordinate with VA COR/POC to develop site specific Safety Plan

· Site superintendent Occupational Safety and Health Administration (OSHA) 30 certificates and OSHA-10 certificates for all other employees

· Manufacturer’s specifications for all testing equipment utilized and any replacement components used for replacement, in relation to the monthly testing schedule.

· Inspection reports and certificates for each generator tested.

· Within 15 calendar days after notification of award, the Contractor shall submit to the Contracting Officer (2) copies of the Preventative Maintenance Procedure (which will be used during the PM Services on this contract) including proposed dates when Preventive Maintenance Inspection (PMI’s) will be accomplished. In addition, the Contractor shall provide a copy of the Contractor’s site-specific safety plan, personal protective equipment (PPE), and Safety Data Sheets (SDS). These copies shall be received before any invoice can be certified for payment. A comprehensive record of testing will be provided by the Contractor to the COR/POC. Inspections shall be performed in FY-2020. The Contractor shall submit two (2) copies of the annual inspection reports within 7 calendar days of completion of inspections.

6. RESOURCES

a. Government-Furnished Resources: The Government will not provide any resources for the services required under this contract.

b. Contractor-Furnished Resources: The Contractor shall furnish all labor, tools, parts, materials, transportation, and all necessary items to provide routine inspection and test, scheduled preventive maintenance, emergency repair and on-call repair services for items identified in the schedule.

7. SPECIAL ROCKY MOUNTAIN REGIONAL VAMC REQUIREMENTS

8. PREVENTIVE MAINTENANCE

The contractor shall provide all personnel, supervision, professional expertise, vehicles, tools, materials, services, equipment and quality control to perform preventive maintenance as per manufacturer’s recommendations, Operation and Maintenance (O&M) Manuals and code requirements.

a. General Maintenance Requirements

(1) The hospital will perform a functional test of stored essential electrical system (SEES) every quarter for 5 minutes or as specified for its class (whichever is less). The hospital will perform an annual test at full load for 60% of the full duration of its class. The completion dates of the tests shall be documented. Note 1: Non-SEES battery backup emergency power systems that the hospital has determined to be critical for operations during a power failure (for example, laboratory equipment or electronic medical records) will be properly tested and maintained in accordance with manufacturer's recommendations. Note 2: SEES are intended to automatically supply illumination or power to critical areas and equipment essential for safety to human life. Included are systems that supply emergency power for such functions as illumination for safe exiting, ventilation where it is essential to maintain life, fire detection and alarm systems, public safety communications systems, and processes where the current interruption would produce serious life safety or health hazards to patients, the public, or staff. Note 3: Class defines the minimum time for which the SEES is designed to operate at its rated load without being recharged. For additional guidance, see NFPA 111, Standard on Stored Electrical Energy Emergency and Standby Power Systems, 1996 edition.

(2) The emergency generators and EES shall be tested twelve times per year at intervals of not less than 20 days and not more than 40 days for at least 30 continuous minutes. The completion dates of the tests shall be documented. This information will be made available to the contractor.

(3) The hospital will test monthly all automatic transfer switches. The completion date of the tests shall be documented. This information will be made available to the contractor.

(4) If a required emergency power system test fails, the hospital implements measures to protect patients, visitors, and staff until necessary repairs or corrections are completed.

(5) If a required emergency power system test fails, the hospital performs a retest after making the necessary repairs or corrections.

(6) The Medical Center generators and EES will be tested between the hours of 6:00 a.m. and 7:00 a.m. monthly on the first Wednesday. Immediately prior to the test, Facilities Management will verify that there are no on-going life sustaining activities requiring continuous electrical service (i.e. surgical procedures) by contacting the nursing supervisor. Other areas requiring specific notification should contact Facilities Management at 720-857-5500.

(7) At the scheduled time, a power outage will be simulated, causing emergency generators to start and pick up load. Testing will not be performed using artificial electrical loads unless required by code.

(8) The VA will perform monthly tests for diesel-powered emergency generators will be conducted with a dynamic load that is at least 30% of the nameplate rating of the generator or meets the manufacturer's recommended prime movers' exhaust gas temperature. If the hospital does not meet either the 30% of nameplate rating or the recommended exhaust gas temperature during any test in EC.02.05.07, EP 4, then the VA will arrange with the contractors to test the emergency generator once every 12 months using supplemental (dynamic or static) loads of 25% of nameplate rating for 30 minutes, followed by 50% of nameplate rating for 30 minutes, followed by 75% of nameplate rating for 60 minutes, for a total of 2 continuous hours. Note: Tests for non-diesel-powered generators need to be conducted with available load.

(9) The generator will normally run 1 hour under load. If there is a failure within the system, normal power will be restored. NFPA 110 (2013 edition): 8.4.2 Diesel generator sets in service shall be exercised at least once monthly, for a minimum of 30 minutes, using one of the following methods:

· Loading that maintains the minimum exhaust gas temperatures as recommended by the manufacturer.

· Under operating temperature conditions and at not less than 30 percent of the EPS nameplate kW rating.

· Should an emergency medical procedure preclude testing of the generator, the service responsible for the delay will notify the Nursing Supervisor and testing will be rescheduled one week later.

(10) FMS will record the generator test or the reason the test was aborted.

9. ADDITIONAL GUIDANCE DURING MAINTENANCE AND REPAIRS

a. Additional Work. The Contractor shall notify the COR/POC to determine the appropriate action if any work or repairs required are above and beyond the routine preventive maintenance and repair covered by this contract.

b. Tag Out. The Contractor shall tag out any generator at any time that a shutdown for service and/or repair is expected to be longer than twenty (20) minutes. The contractor shall make tags in accordance with VA local station policy. Tags shall be placed at each generator opening on each floor affected by the shutdown. The Contractor shall follow lock-out tag-out procedures to meet OSHA and VA requirements.

c. Patient Services. The Contractor shall ensure all equipment and materials shall not impede, block or disrupt flow of traffic within the patient/staff corridors. Never will any materials or equipment be stored in such a manner that would prevent the medical center staff from responding to patient emergencies or disrupt patient services.

d. Incidental Charges. The government will not be responsible for incidental charges including, but not limited to: parking, tolls, mileage, phone, etc. The Contractor shall provide all parts required for repairs at a cost mutually agreed to between the Contracting Officer and the Contractor. Parts that are replaced shall be new or equivalent and are to be warranted against defects in material and workmanship for at least 90 days. Major components replaced shall be warranted against defects in material and workmanship for at least one (1) year. Should parts not be available immediately, the contractor will notify the Contracting Officer or COR/POC and provide an estimated time of receipt of the part(s). Parts removed and replaced shall become the property of the government. All parts and materials shall be of the original manufacturer’s design and specification, or equal thereto. Lubricants used shall be in accordance with manufacturer’s recommendation.

10. INSPECTIONS

a. The Contractor shall execute annual generator inspections and performance tests required by NFPA 70 and NFPA 110. Testing, maintenance, and exercising of the EES, including all related components, shall be executed to meet the requirements of the NFPA 70 and NFPA 110, whichever is more stringent.

b. The COR/POC will notify the Contractor of the dates the above inspections/tests will be performed within five (5) business days of receipt of notice that the inspection/test will be performed.

c. All tests shall be performed between the hours 7:30am and 4:00pm, Monday through Friday, unless otherwise specified by the Contracting Officer or COR/POC or testing code constraints.

d. The Contractor shall not block corridor spaces, common areas, or walkways/hallways with its equipment, supplies, or materials at any time.

e. The Contractor shall furnish all labor and materials required to conduct the inspection/tests per the following:

· The Contractor shall be responsible for furnishing all necessary equipment, labor, and means of transportation throughout the medical center to various locations, as directed by the inspector.

· The Contractor shall document all discrepancies and submit the discrepancy report to the COR/POC not later than 1 calendar day after inspection/test. The Contractor shall complete all required repairs as soon as possible and coordinate with the COR/POC concerning time frame for repairs that cannot be accomplished immediately.

11. SERVICE MANUALS / TOOLS / EQUIPMENT

a. The VA medical center will not be responsible for providing tools, equipment, test equipment, laptops, service manuals or service diagnostic software to the Contractor.

b. The Contractor shall provide all operational and technical documentation (such as: operational and service manuals, schematics, and parts lists) and diagnostic equipment which are necessary to meet the performance requirements of this contract.

c. Existing wiring diagrams will be provided to the Contractor upon request. All existing wiring diagrams provided to the Contractor by the Medical Center shall remain as VA property.

12. QUALITY CONTROL

The Contractor shall develop and implement procedures to identify and prevent defective services from recurring in accordance with the guidance in Section 4c Applicable Documents above. As a minimum, the contractor shall develop quality control procedures that address all Vertical Transportation Equipment (VTEs) covered under this contract.

13. WORK SCHEDULE AND FEDERAL HOLIDAYS

a. All preventive maintenance shall be conducted during normal business hours Monday thru Friday from 7:30am to 4:00pm excluding Federal Holidays and any other day declared a federal holiday by the President of the United States listed below.

Christmas Day

b. If a holiday falls on Sunday, the following Monday will be observed as the National Holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a National Holiday by the U.S. Government.

c. Upon arrival at the station, the Contractor shall check in with the Electrical Shop to ascertain if there are any known generator problems at the start of the work day. If necessary, the Contractor will round to ensure all VTE are operational.

d. There is NO SMOKING in any VA building and smoking is only allowed in designated exterior areas.

14. BADGES AND PARKING

a. All Contractor personnel are required to wear identification (I. D.) badges issued by the VA RMRVAMC during the entire time they are on VA Facilities grounds. The process includes a background check. Failure of the background check may result in specific personnel not being allowed to work on VA premises and the Contractor will need to provide replacement personnel.

b. It is the responsibility of the Contractor’s personnel to park in the appropriate designated parking areas. Parking is available on a limited basis on the Medical Center campus. A parking pass shall be issued at time of award. The VA will not validate or make reimbursement for parking violations of the Contractor's personnel under any circumstance.

15. KEYS. Under no circumstances are Contractor personnel to remove VA keys from VA premises.

16. ENGINEERING UPDATES. The Contractor shall submit to the VA product improvement letters incorporate all engineering updates from manufacturers for each piece of equipment/generator under the price of this contract. All engineering updates shall be performed during the specified periods of coverage and shall normally occur during routine preventive maintenance.

17. ACCESS TO TECHNICAL SUPPORT. To limit/reduce the downtime of the generators, the Contractor’s electrician shall have direct unlimited access to manufacturer’s technical support for the equipment, at no additional cost to the Government. The assigned electrician shall have direct unlimited access to manufacturer’s technical support throughout the life of the contract. This requirement shall apply to any additional equipment that may be added to this contract by modification.

B.3 PRICE/COST SCHEDULE

Base Year: September 30, 2019 through September 29, 2020

Serial Numbers: DD500444; DD500445; DD500446; DD500447

Total Cost

Option Year 1: September 30, 2020 through September 29, 2021

Serial Numbers: DD500444; DD500445; DD500446; DD500447

Total Cost

Option Year 2: September 30, 2021 through September 29, 2022

Comprehensive maintenance on Caterpillar Generators. Make/Model: AA/3516C Serial Numbers: DD500444; DD500445; DD500446; DD500447

Total Cost

Option Year 3: September 30, 2022 through September 29, 2023

Serial Numbers: DD500444; DD500445; DD500446; DD500447

Total Cost

Option Year 4: September 30, 2023 through September 29, 2024

Serial Numbers: DD500444; DD500445; DD500446; DD500447

Total Cost

36C25919R0173

TOTAL:

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15 days of the contract expiration date.

For the purposes of the award of this Contract, the Government intends to evaluate the option to extend services under FAR 52.217-8 as follows:

The evaluation will consider the possibility that the option can be exercised at any time, and can be exercised in increments of one to six months, but not for more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be at the same rates as those in effect under the contract at the time the option is exercised. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8.

“The `specified' rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause.”

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.4 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability:…