36C26118Q0510-004.docx

36C26118Q0510

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

662-18-3-6048-0024 36C26118Q0510 05-29-2018 Angela Gerlitzki 916-923-4515 07-01-2018

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609 X X 811310 $7.5 Million X N/A X

VA

Northern California Healthcare System 5342 Dudley Blvd., Bldg. 209 McClellan CA 95652

612MCP

Department of Veterans Affairs Department of Veterans Affairs VA Northern California HealthCare System 3230 Peacekeeper Way, Bldg. 209 McClellan CA 95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Ventilation System Verification Testing and Balancing Service for the San Francisco VA Medical Center See Statement of Work for the detailed requirements.

Quote instructions are provided in provision 52.212-1.

Evaluation criteria i s provided in provision 52.212-2.

See Section E: FAR 52.237-1 SITE VISIT This is a Service Disabled Veteran Owned Small Business (SDVOSB) set-aside.

See CONTINUATION Page 662-3680162-6048-851100-2543 0100501X9 X X Jason T. Hill Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C261 Contract Specialist: Angela Gerlitzki Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609

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 FMS VA-9(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 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes 819.219-10 Notice of Service Disabled Veteran Owned Small Business Set-Aside. 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.

B.3 PRICE/COST SCHEDULE

Ventilation System Verification Testing and Balancing Service Period of Performance: Base Year and Four Option Years Base Year: August 1, 2018 through July 31, 2019

Option Year One: August 1, 2019 through July 31, 2020

Option Year Two: August 1, 2020 through July 31, 2021

Option Year Three: August 1, 2021 through July 31, 2022

Option Year Four: August 1, 2022 through July 31, 2023

Page 1 of Page 1 of

B.4 STATEMENT OF WORK

Ventilation System Verification Testing and Balancing Service Contract May 8, 2018

1. Basic Scope

1.1 Contractor shall furnish all equipment, labor, materials, apparatus, tools, parts, transportation, supervision, permits, disposal, reporting and expertise necessary to provide:

A. Testing/inspection report of the Supply Fans and Exhaust Fans listed in table 3.5.1 B. Preventive Maintenance report of belts for belt-driven exhaust fans listed in table 4.5.1 C. Quarterly Ventilation Testing and Balancing to the rooms listed below in table 5.4.1 up to 227. There may be an additional 10 rooms that can be added to this requirement.

1.2 All services will be provided at San Francisco VA Medical Center, 4150 Clement Street, San Francisco, CA 94121 and 1700 Owens Street, San Francisco, CA.

1.3 All reports, workbooks, spreadsheets, no matter what format used, are the property of the VA and must be sent unlocked and sortable. Any formulas, data, functions and calculation that are part of the reports, workbooks, spread sheets must be included and are the property of the VA. All final quarterly reports are provided in both electronic (Microsoft Excel and Adobe Acrobat pdf) and hard copy format.

2. Definitions/Acronyms

A. Operations Facilities Manager – Engineering Supervisor or designee

B. CO - Contracting Officer

C. COR - Contracting Officer Representative

D. PM - Preventive Maintenance Inspection. Services which are periodic in nature and are required to maintain the equipment in such condition that it may be operated in accordance with its intended design and functional capacity with minimal incidence of malfunction or inoperative conditions.

E. Balancing – Adjustments to supply or exhaust dampers, either electronically or manually, to bring a specific room into “balance”, to provide the required supply, exhaust, air changes necessary for each room and function

F. Acceptance Signature - VA employee who is authorized to sign-off on the quarterly final reports which indicate that the maintenance or report has been concluded or is still pending completion

G. Authorization Signature - COR signature; indicates COR accepts work status as stated

H. HVAC – Heating Ventilation and Air Conditioning

I. TIL – Technical Information Library: https://www.cfm.va.gov/TIL/

J. VAMC - Department of Veterans Affairs Medical Center, 4150 Clement St. San Francisco, CA 94121

K. MB – Mission Bay, 1700 Owens St. San Francisco, CA 94158

3. Fan Inspection Report

3.1 The Testing/Inspection Report for all Supply and Exhaust Fans shall include an inspection of all the fans listed in Table 1(3.5.1) serving most rooms listed in Table 3 (5.4.1). These inspections are made to confirm normal operation and safe conditions.

3.1.1 The COR or designee shall notify the Contracting Officer prior to adding or deleting any supply/exhaust fans from the contract. Equipment may be added or deleted from the service contract as needed upon notification by the Contracting Officer. Additions or deletions must be documented in writing via contract modification.

3.2 A quarterly report must be provided and accepted by the COR or designee at least one week prior to the start of Testing and Balancing, Section 5.

3.3 The Contractor shall perform necessary inspections according to manufacturer's specifications. The Contractor shall have written procedures to be followed and documented evidence demonstrating that each fan has been inspected according to those procedures.

3.4 The Contractor shall provide a printed and electronic check-off sheet noting the equipment being inspected and the specifications being met. Fan Inspection List Report must indicate date of service, the model, serial number and location of equipment serviced, and the services performed, and confirmation of test completion. Any fan that fails inspection, COR or designee shall be immediately notified of this failure in writing within 24 hours and provided recommended corrective action required.

3.5 The fans to be inspected and included in the Fan Inspection Report are listed in the table below.

Table 1: Fan Inspection List, 3.5.1

Supply Fans

Table 2: Fan Inspection List, 3.5.1 (Cont.)

Exhaust Fans

Rooftop Bldg 12 (old)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Top roof, above penthouse, Bldg 200

Top roof, above penthouse, Bldg 200

Rooftop Bldg 203-C

Rooftop Bldg 203-C

Rooftop, above Penthouse, Bldg 203

Rooftop, above ICU, Bldg 203

Rooftop, above ICU, Bldg 203

Rooftop Bldg 203-B SOUTH

Rooftop Bldg 203-B SOUTH

Rooftop Bldg 203-B SOUTH

Rooftop Bldg 203-B SOUTH

Rooftop Bldg 203-B NORTH

Rooftop Bldg 203-B NORTH

Rooftop Bldg 203-B NORTH

Rooftop Bldg 203-B NORTH

4. Replacement Belts.

4.1 The Testing/Inspection Report for all Belt-Driven Exhaust Fans shall include PMs of all belts on belt-driven exhaust fans serving the rooms listed in Table 3 (5.4.1). These inspections are made to confirm normal operation and safe conditions.

4.2 A quarterly report must be provided and accepted by the COR or designee at least one week prior to the start of Testing and Balancing, Section 5.

4.3 The Contractor shall evaluate all belts and replace according to manufacturer's specifications. The Contractor shall have written procedures to be followed and documented evidence demonstrating that each fan belt has been inspected according to those procedures. At a minimum, each belt must be replaced annually.

4.4 The contractor shall provide a printed and electronic check-off sheet noting the equipment being inspected and the specifications being met. The Belt Replacement Report must indicate date of service, the model, serial number and location of equipment serviced, and the services performed, parts replaced, and confirmation of test completion.

4.5 The fan belts to be inspected and included in the Belt Replacement Report are listed in the table below.

Table 2: Belt Replacement List, 4.5.1

Rooftop Bldg 12 (old)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop Bldg 12 (new)

Rooftop

Rooftop

Rooftop

Rooftop

Rooftop

Penthouse

Penthouse

Top roof, above penthouse, Bldg 200

Rooftop Bldg 203-C

Rooftop Bldg 203-C

Rooftop, above Penthouse, Bldg 203

Rooftop, above ICU, Bldg 203

Rooftop, above ICU, Bldg 203

Rooftop South

Rooftop South

Rooftop South

Rooftop South

Rooftop North

Rooftop North

Rooftop North

Rooftop North

5. Quarterly Testing and Balancing.

5.1 Testing and balancing will be scheduled and performed on a Quarterly basis.

a. Each report will indicate if room was balanced at the time of testing.

b. If corrections or errors identified by COR or designee are made after the testing report was submitted, a second report will be provided no later than 10 days after the adjustments or corrections were made.

c. It is the responsibility of the Contractor to Test and verify Balancing of each of the 227 rooms listed in 5.4.1 each quarter. There are also an additional 10 rooms that may be required as well.

d. Any room that cannot meet the required air exchange rate or balanced by damper adjustments, COR or designee shall be immediately notified of this failure in writing within 24 hours and provided recommended corrective action required. These deficiencies and recommendations will also be documented as well in the comments of the quarterly report.

5.2 Testing and balancing will be performed when the work will minimize disruptions to patients, patient services or research professionals. Where possible, testing and balancing should be done on weekends or after normal business hours.

5.2.1 Rooms with In-patients must be tested and balanced after breakfast and before evening meals are served, after 10:00 AM but before 4:00 PM every day. Testing and balancing should be scheduled in advance each quarter, and agreement made in writing, between the COR or designee and Contractor.

5.2.2 All Operating Suite rooms, Cardiac Catheterizations Lab/Interventional Radiology rooms, Minor Procedures/Urology rooms inspections must be done after hours or on weekends when the Procedure Rooms are not occupied.

5.2.2.1 For Operating Room, Operating Suite and SPS (Sterile Processing Service) inspections, the Contractor must be suited in appropriate, approved, protective, sterile clothing and shall ensure no debris, dust, or fallout from ducts remain behind.

5.2.3 Readings of registers are made with a certified Alnor Balometer. For rooms with a fume hood, a certified Shortridge Instruments Verigrid is used. Proof of equipment certification shall be provided with report submission.

5.2.4 When Balancing is required in any room, an approved self-containment unit must be used and contractor must follow VA infection control procedures when working above ceiling and or in a restricted area. It is the responsibility of the contractor to clean up after they perform work that may have disrupted debris during the process.

5.2.5 Mission Bay is a leased facility and all balancing must be performed with Lessor assistance. Balancing will be performed with Lessor’s Building Management System and pre-approved by COR or designee.

5.3 Contractor shall provide necessary manpower and supervision to properly prepare reports of the Testing and Balancing each quarter. All reports for the quarter must be submitted at least 14 days prior to the end of the quarter.

5.3.1 The Testing and Balancing reports are compiled in two Quarterly reports:

a. The Patient Care Report, which includes all rooms and facilities listed in 5.4.1 for Buildings 200, 203, 208; and,

b. The Research Facilities Report, which includes all rooms and facilities listed in 5.4.1 for Buildings 12, 41, and MB.

5.3.2 The Contractor must distribute the full reports to the COR or designee within 10 days after the completion of all quarterly testing and balancing of the rooms.

5.3.3 The Quarterly Testing and Air Balancing Report must provide the following for each room listed in 5.4.1:

a) Room Number

b) Building

c) Cubic Feet

d) Required Balance

e) Required Supply (CFM)

f) Required Exhaust (CFM)

g) Minimum Required Air Changes

h) Actual Supply (CFM) per register and total

i) Actual Exhaust/Return (CFM) per register and total

j) Actual Air Changes per Hour

k) Actual Percent POS/NEG

l) Comments from Readings and Observations (including if balancing performed)

m) Isolation Room Alarm Test Results

n) Latest VA HVAC Design Manual Reference page

5.3.4 Test and Balance Reports Requirements listed in 5.3.3, in regard to sections d) Required Balance, e) Required Supply (CFM), f) Required Exhaust (CFM), g) Minimum Required Air Changes, are provided and pre-approved by the COR or designee. Any changes must also be approved by the COR or designee. COR or designee will validate or relay any changes at the start of each quarter or prior to. These items must be included for each room on the Test and Balance Reports. Any changes to these requirements does not constitute a change to this contract.

5.4 The COR or designee can add up to 10 rooms for testing at no additional charge at any time during the quarterly cycle. COR or designee will relay any additions and which report type, either patient care or research facilities, no later than the end of the second month of the quarter. The minimum number of rooms required are listed in the table below.

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Table 3: Rooms requiring Testing and Balancing, 5.4.1

Building 200 Patient Non-Isolation Rooms (16)

Building 203 Patient Non-Isolation Rooms (11)

Building 200 Radiology Suite (10)

Building 200 Sterile Processing and Distribution (17)

Building 203 Patient Isolation Rooms (23)

Building 200 Operating Rooms (9)

Building 200 Operating Suite (25)

Building 200 Patient Isolation Room (2)

Building 200 Ground Floor Clean Storage (3)

Building 208 (2)

Building 203 Nuclear Medicine Suite Non-Isolation Rooms (14)

Building 41 (26)

Mission Bay 1700 Owens St. (19)

5.4.1 Required Balance Designations:

NEG - Negative Air Balance

D-NEG - Double Negative Air Balance

POS - Positive Air Balance

D-POS - Double Positive Air Balance

Neutral (o) - Neutral Air Balance

6. Qualification

3.1 Contractor shall have been engaged in maintaining/servicing/testing the equipment listed in table 3.5.1 for a minimum of three (3) years. Contractor shall have a field service representative who has received maintenance training specific to the models listed.

3.2 Contractor shall provide, upon request, evidence of appropriate training of any field service representative.

7. Quality Assurance

7.1 For the tasks listed in the Performance Requirement Table (PRT) below, the COR or designee will follow the methods of surveillance specified in this contract.

7.2 When a required service in the PRT indicates defective performance, the COR or designee will require the contract manager or representative at the site to document the observation and forward to the Contracting Officer to maintain in the file. The documentation of the observation does not necessarily constitute concurrence with the observation, only acknowledgment that he or she has been made aware of the defective performance. Government surveillance of tasks not listed in the PRT or by methods other than those listed in the PRT (such as provided for by the Inspection of Services clause) may occur during the performance period of this contract. Such surveillance will be done according to standard inspection procedures or other contract provisions. Any action taken by the contracting officer as a result of surveillance will be in accordance with the terms of this contract.

7.3 The Contractor and COR or designee will meet prior to end of each quarter to review reports and discuss any issues. These will be scheduled in person.

7.3.1 Performance Requirements

Table 4: Performance Requirements, 7.3.1

Surveillance Factors to consider for Option Year Renewal

Latest VA HVAC Design guide. Provide reports

Invoicing: All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

More information on the VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

Vendor e-Invoice Set-Up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

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

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

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

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

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

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

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

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) C.2 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.