36C26019Q0597-001.docx

36C26019Q0597 CONTINUATION PAGE

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

687-20-1-020-0007 36C26019Q0597 08-09-2019 Charles Hartwick 360-852-9896 08-23-2019 17:00 36C260 Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662 X 621511 $32.5 Million N/A X 36C687 Department of Veterans Affairs Jonathan Wainwright Memorial VAMC Pathology and Laboratory Medicine 77 Wainwright Drive Walla Walla WA 99362-7197 Y Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

TBD

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO BOX 149971

Austin TX 78714-9971 See CONTINUATION Page Contract shall provide reference lab and courier services for the Walla Walla VA Medical Center in accordance with the Statement of Work.

Period of Performance:

Base Period: 10/1/2019-9/30/2020 Option Year 1: 10/1/2020-9/30/2021 Option Year 2: 10/1/2021-9/30/2022 Option Year 3: 10/1/2022-9/30/2023 Option Year 4: 10/1/2023-9/30/2024 See CONTINUATION Page 687-3600160-020-822300-2580 010022300 X Jacob Jackson Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C260

Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

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:

c. Other [X] Monthly

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

FMS-VA-2(101)

Financial Services 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:

B.2 STATEMENT OF WORK

STATEMENT OF WORK

Reference Lab Services For the Department of Veterans Affairs Jonathan Wainwright VA Medical Center 77 Wainwright Drive Walla Walla, WA 99362-3975

1. BACKGROUND

The Walla Walla VA Medical Center (VAMC) Laboratory Department requires clinical chemistry and microbiology reference lab services. This full-service reference lab services requirement will provide testing supplies, customer service, courier services, lab result reporting services and verification of certification for test results. This requirement will ensure accurate and timely test results are made available to the Walla Walla VAMC healthcare providers which will ensure high quality healthcare is provided to the Veterans at the Walla Walla VAMC.

2. SCOPE

a. The Reference Laboratory shall provide in accordance with all applicable federal, state, and local regulations, laws, and ordinances, and in accordance with the specifications outlined for accreditation certification if applicable, patient specimen testing for the specific range of referral testing within their capability.

b. Services shall include the performance of analytical testing as defined by the Laboratory's reference test manual, the reporting of analytical test results and consultative services as required assimilating the full scope of its laboratory operations to Walla Walla VA Laboratory Services.

c. All requirements and provisions defined in the specifications of this solicitation will apply to any laboratory, i.e. branch, division, sub-contractor, etc. performing reference testing on behalf of the Reference Laboratory.

d. The VA Facilities will be responsible for specimen collection and will provide laboratory specimens prepared according to the Reference Laboratory's laboratory user’s manual, identified, and labeled for testing.

e. The Reference Laboratory will provide collection Sites for FEE Labs and STAT testing throughout the Walla Walla catchment area.

f. The Reference Laboratory will provide patient specimen collections points at Hermiston, Oregon; Pendleton, Oregon; Baker City, Oregon; La Grande, Oregon; Richland, Washington; and Yakima, Washington, when lab draws are required by a Veteran who is unable to get to one of the CBOCS or the Main Laboratory due to travel issues, disabilities, or emergency closure of the CBOC clinics.

3. SPECIFIC TASKS

a. Clinical Chemistry:

i. Reference Laboratory shall provide laboratory services to include: preanalytic processing as defined in Reference Laboratory published user’s manual; analysis, reporting of analytic results and interpretation of analytic clinical results. The number of tests requested under this contract will change throughout the life of the contract. The volumes or amounts shown in the solicitation are estimates only and impose no obligation on the VA.

ii. The Reference Laboratory shall also provide the following support services: supplies, customer service, courier service (to include pickup of specimens and transport of specimens to its laboratory), reporting services, and verification of certification.

iii. Provide all necessary supplies as defined in the laboratory user manual, to include, but not limited to the following:

1) Requisition forms or agreed computer ordering system

2) Specimen containers

3) Dry ice and appropriate container

4) Special instructions

5) Log books for samples sent out and results returned

6) Specimen carriers

7) All forms, including Chain of Custody forms

iv. The Reference Laboratory shall provide to the VA Facilities the supplies and equipment within one (1) week of receipt of the delivery order. The VA Facilities will request replenishment of supplies from the Reference Laboratory on an as needed basis via telephone, email or fax. A confirmation of the order shall be supplied to the VA within 24 hours.

v. All supplies shall be shipped FOB Destination.

b. Microbiology:

i. If required the Reference Laboratory shall provide microbiology services for Walla Walla VA Medical Center, Walla Walla, WA. The number of tests requested under this contract will change throughout the life of the contract.

ii. Contractor shall provide laboratory services for Microbiology to include pickup and transport of specimens from the Walla Walla VA to its laboratory; pre-analytic processing as defined in its laboratory user’s manual; analysis, reporting of analytic results, and consultation regarding selection, collection, transportation and result interpretation. The contractor shall provide the following supplies/materials:

1) Special instructions

2) Specimen carriers

3) Special media or tubes for viral samples

4) All supplies for specimen preservation, special tests (e.g., but not limited to, viral studies)

iii. Microbiology preliminary reports shall be provided within 24hrs

4. ELECTRIC INTERFACE

a. If awarded the Reference Laboratory agrees to a transition period for providing a fully functioning interconnection for exchanging data between VISTA, VA Computer system, upcoming EHRM Cerner and the Reference Laboratory's electronic lab information system. During this time the Reference Laboratory will supply the VA Facility with available test menu and agrees to receive test orders as they are transitioned until full menu implementation.

b. System drivers must be compatible with the VA’s Vista Laboratory Electronic Data Exchange (LEDI) software and Cerner. The server and interface software will be owned and maintained by the Reference Laboratory. The Reference Laboratory must have a signed MOU (Memorandum of Understanding) with the VA Network and Security Operations Center (NSOC).

c. This interconnection shall be protected through the use of VA approved encryption algorithms and products as required and in compliance with HIPPA guidelines. Connections at each end shall be located within a controlled access facility. All access shall be controlled by authentication methods to validate approved users.

5. TESTING METHODOLOGY, REFERENCE AND TURN AROUND TIME

a. Routine test results shall be reported within the specified turnaround time (TAT) which is defined from time of specimen pickup to when results are available. TAT is established by the VA facility. In general, majority of Clinical Chemistry should be completed within 1-5 days, see attachment for details. In general, majority of Microbiology should be completed within 2-5 days, see attachment for details. If testing is not within TAT, notify the VA Facilities of the new estimated TAT within 12 hours.

b. Testing methodology and reference ranges for a test must be defined in the Reference Laboratory user manual and/or website. Reference Laboratory shall advise facility of any changes in methodology, procedure, reference ranges and any new tests introduced 30 days in advance.

c. Reference Laboratory agrees to maintain the minimum acceptable service, reporting systems and quality control. Exception handling: Reference Laboratory will notify VA Facilities Laboratory Service within 12 hours of any problems with specimens received.

d. The VA Facilities will provide laboratory specimens prepared according to the Reference Laboratory's user’s manual, identified, and labeled for testing.

e. Routine Microbiology test results shall be reported, preliminary at minimum, within 24 hours (within agreed TAT per each test). STAT test results shall be reported within 2 hours or less of specimen pick-up. Critical Value test results shall be reported immediately. Stat test results will be faxed or telephoned to Laboratory Service. Telephoned results will be confirmed with a follow-up by vendor via fax.

6. CUSTOMER SERVICE

a. The Reference Laboratory will provide VA Laboratory with a means of communication to permit immediate inquiry regarding the status of pending tests or specimen problem, 24 hours per day, 7 days per week.

b. The Reference Laboratory shall provide names and telephone numbers of technical Directors and Pathologists available to provide information.

7. COURIER SERVICES

a. The Reference Lab shall will provide courier services of VA specimens from the Veteran Affairs Community Based Outpatient Clinics (CBOCS) to Jonathan M. Wainwright Memorial Veteran Affairs Medical Center (Walla Walla, WA Laboratory Site) at least daily Monday to Friday, except Federal Holidays, and by request of the Walla Walla Core Lab or the CBOC for training days to transport laboratory specimens.

b. The Reference Laboratory shall be responsible for transporting and storing specimens in such a manner as to ensure stability and integrity of the specimen where applicable. Reference Laboratory shall supply any special preservatives required for specimen preservation.

c. Transport samples in such a manner as to ensure the integrity of the specimen.

d. Reference Laboratory shall supply any special preservatives required for specimen preservation.

e. Reference Laboratory shall notify VA Facilities of any specimen problems or discrepancies from the submitted manifest within 24 hours after shipping.

f. The VA Facilities laboratory manager or designee shall notify the Reference Laboratory during weekends and federal holidays, via telephone, when a pick-up courier is required.

g. The Reference Laboratory shall provide STAT (reportable within two hours or less of specimen pickup) specimen capability.

Community Base Outpatient Clinics:

1. Boardman (tele-medicine clinic), Enterprise (tele-medicine clinic) and La Grande, Oregon to Walla Walla, Washington

2. Lewiston to Walla Walla, Washington

3. Yakima, and Richland, Washington to Walla Walla, Washington

Core Lab and CBOC Addresses:

1. Jonathan M. Wainwright Memorial VA Medical Center 77 Wainwright Dr.

Walla Walla, WA 99362

2. Richland CBOC Federal building 825 Jadwin Avenue, Ste 250 Richland, WA 99352

3. Yakima CBOC 717 Fruitvale Blvd.

Yakima WA 98908

4. La Grande CBOC 202 12th St.

La Grande, OR 97850

5. Lewiston CBOC 1630 23rd Ave Ste 301and 401 Lewiston ID 83501.

6. Boardman Tele-Medicine VA Clinic 2 Marine Dr.

Boardman, Ore 97818

7. Enterprise Tele-Medicine VA Clinic 401 1st Street, Enterprise, Oregon 97828

8. DELIVERY AND REPORTING

a. Billing summaries shall begin the first day of the month and include the last day of the month.

b. Tests referred to another laboratory shall be at no additional transfer charge or confirmation charge to the government.

c. Deliveries must be accompanied by a delivery ticker or sales slip that contains the following information as a minimum:

1) Vendor Name

2) BPA Number, Task order number, and Purchase Order number

3) Date of Purchase

4) Date of Shipment

5) Description of item

6) Quantity of each item

7) Unit price and extended (quantity x unit price) price for each item

d. The Reference Laboratory shall provide a quarterly and end of year report showing sample issues, facility usage, and cost savings generated during the reporting period. The report will be due 45 days after the close of each government fiscal quarter.

e. Yearly antibiogram report to be supplied.

9. PERFORMANCE MONITORING

a. At the time of contract award the Contracting Officer will appoint a Contracting Officer Representative (COR) to assist with the contract monitoring requirements. The COR or designee will monitor such items as quality of service, contractor's ability to meet TAT's, correct billing, customer service, and review of the contractor's proficiency program.

b. Contractor shall provide to the COR or designee no later than Ninety (90) days prior to the end of each contract period a proficiency report. The COR or designee shall review the proficiency results. The contractor shall maintain a minimum of 95% success rate for proficiency testing to be considered successful. Failure to achieve 95% success rate two periods in a row could be grounds for Termination for Cause.

c. The COR or designee will ensure that services performed are in accordance with all terms and conditions of the contract.

d. The delegated COR or designee will notify the Contracting Officer of any non-compliance immediately upon his/her gaining knowledge of any such situation or incident. After such communication, the COR or designee will provide a written statement to the contracting officer along with any supporting documentation regarding the performance failure noted.

e. Upon receipt of a proper invoice, the COR or designee shall certify that the services identified have been performed. Once certification has been made, the invoice will be forward through the proper billing channels and payment shall be made to the Contractor.

f. It is the intention of both parties to conduct joint reviews prior to the expiration date of the contract to determine and evaluate if services being provided are in accordance with the contract terms, payments and billings are being properly handled and to jointly determine if this agreement is satisfactory to both parties in terms of services provided and consideration being received. This review may include. but not be limited to: analyze all billings, payments, costs, administrative issues, patient satisfaction, quality of care and other related documentation that identities that services have been received.

g. Upon conclusion of the initial contract period, and in coordination with the Contracting Officer, the using service shall provide a statement to the Contracting Officer providing a summary of contractor actions and a statement that all requirements of the contract were fulfilled as agreed. This information shall be forwarded by the COR or designee to the Contracting Officer prior to exercising any extension of this agreement (at least 60 days prior to contract expiration).

10. LICENSING AND ACCREDITATION

a. Reference Laboratory shall provide copies of all licenses, permits, accreditation and certificates required by law. Laboratory Director shall be a licensed American Board of Pathology certified pathologist or appropriately certified bio-analyst.

b. All medical facilities providing laboratory services under the contract must possess a valid state license and meet JC standards as well as CLIA requirements and standards of the College of American Pathologists (CAP).

11. PERSONNEL

a. The Reference Laboratory shall make sure employees have current and valid professional certifications before starting work under this contract.

b. The Reference Laboratory staff shall meet personnel qualifications required by Clinical Laboratory Improvement Act (CLIA) '88 Guidelines.

c. The Government’s reserves the right to request information or certification from the contractor verifying they comply with this contract requirement. If discovered the contractor is not in compliance with this requirement the contract shall be terminated for cause in accordance with clause 52.212-4.

d. d. The Reference Laboratory shall provide documentation of completed Courier training with current IATA transport handling regulations.

12. HOURS OF OPERATION

The Walla Walla VA is open Monday thru Friday from 6:30 AM to 5:00 PM and closed on Federal Holidays and may require services during those times.

13. PERIOD OF PERFORMANCE

Contract will be one Base Period plus Four (4) Option Years:

14. PATIENT INFORMATION SAFETY

a. The Reference Laboratory shall not use or disclose Protected Health Information (PHI) other than as permitted or required by the agreement or as required by law.

b. The Reference Laboratory shall use appropriate safeguards to prevent use or disclosure of the PHI other than is provided for by this agreement.

c. The Reference Laboratory shall report immediately any breach of safeguards and mitigate any harmful effects related to the use or disclosure of PHI by the Reference Laboratory or any of its agents, including sub-contractors.

15. SECURITY REQUIREMENTS

The Reference Laboratory shall be responsible for adhering to the following statements as they relate to the contract. Walla Walla VA, in coordination with their site Information Security Officer (ISO), shall monitor the work performed by contractor personnel, including sub-contractors, on a periodic basis to make sure contractor personnel are following the stated security requirements.

BACKGROUND INVESTIGATIONS AND SPECIAL AGREEMENT CHECKS

All Reference Laboratory employees are subject to the same level of investigation as VA employees who have access to VA sensitive information. The level of background investigation commensurate with the level of access needed to perform the work is: Low Risk. This requirement is applicable to all subcontractor personnel requiring the same access.

The Reference Laboratory shall bear the expense of obtaining background investigations. If the investigation is conducted by the Office of Personnel Management (OPM) through the VA, the Reference Laboratory shall reimburse the VA within 30 days.

16. DELIVERY SCHEDULE

Level

17. LABORATORY TEST LIST WITH ANNUAL VOLUME AND TAT

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Bulk funding for reference laboratory testing services in accordance with the Statement of Work.

Contract Period: Base POP Begin: 10-01-2019 POP End: 09-30-2020

Bulk funding for reference laboratory testing services in accordance with the Statement of Work.

Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

Bulk funding for reference laboratory testing services in accordance with the Statement of Work.

Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

Bulk funding for reference laboratory testing services in accordance with the Statement of Work.

Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

Bulk funding for reference laboratory testing services in accordance with the Statement of Work.

Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

GRAND TOTAL

B.4 DELIVERY SCHEDULE

77 Wainwright Drive Patient Care Support Manager (400) Walla Walla, WA 99362 3975

36C26019Q0597 CONTINUATION PAGE

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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…