36C26220R0173 02.docx

36C26220R0173

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

36C26220R0173 08-24-2020 Alfreda Hunter 951-601-4527 09-11-2020

4:00 PM

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X X 561621 $22 Million N/A X Department of Veterans Affairs VA Long Beach Healthcare System 5901 E. 7th Street Long Beach CA 90822 00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page Testing of the Fire, Life and Safety System and Maintenance of Alarm System for VA Long Beach Healthcare System.

See CONTINUATION Page X X X Alfreda Hunter Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center www.tungsten-network.com

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

B.2 SCHEDULE OF SERVICES AND PRICE/COST:

BASE YEAR: 15 OCT 2020 THRU 14 OCT 2021

Troubleshooting, repair, programming, downloading and installation. This includes updating all logs and any necessary software pertaining to the fire alarm system.

HRS

BASE YEAR TOTAL:

OPTION YEAR ONE: 15 OCT 2021 THRU 14 OCT 2022

Troubleshooting, repair, programming, downloading and installation. This includes updating all logs and any necessary software pertaining to the fire alarm system.

OPTION YEAR ONE TOTAL:

OPTION YEAR TWO: 15 OCT 2022 THRU 14 OCT 2023

Troubleshooting, repair, programming, downloading and installation. This includes updating all logs and any necessary software pertaining to the fire alarm system.

OPTION YEAR TWO TOTAL:

OPTION YEAR THREE: 15 OCT 2023 THRU 14 OCT 2024

Troubleshooting, repair, programming, downloading and installation. This includes updating all logs and any necessary software pertaining to the fire alarm system.

OPTION YEAR THREE TOTAL:

OPTION YEAR FOUR: 15 OCT 2024 THRU 14 OCT 2025

Troubleshooting, repair, programming, downloading and installation. This includes updating all logs and any necessary software pertaining to the fire alarm system.

OPTION YEAR FOUR TOTAL:

Base Year:

Option Year One

Option Year Two

Option Year Three

Option Year Four

AGGREGATE TOTAL:

B.3 STATEMENT OF WORK

1. The Contractor shall provide testing to the Fire, Life and Safety system for all buildings throughout the Department of Veterans Affairs Long Beach Healthcare System (VALBHS), 5901 E. 7th Street, Long Beach, CA. The Contractor shall provide all manpower, equipment, tools, transportation and supervision to perform services required by this contract.

2. The Contractor shall test all devices in each building as per National Fire Protection Association (NFPA) standards.

3. The Contractor has an allotted 1000 hours for troubleshooting, repairing, and programming of the fire, life and safety system per the schedule of services and price in section B.2.

4. The Contractor shall be onsite to troubleshoot any issues the facility may have on the fire alarm panel (EST-3 panel) and address the issue within 1-hour to ensure minimal downtime.

5. The Contractor shall maintain the fire, life and safety logbook. The Contractor shall update the logbook, note all the discrepancies, make the necessary repairs and note them in the logbook after testing each building. The Contractor shall ensure that after all testing of buildings; the new report is signed by both parties, the Contractor and Contracting Officer Representative (COR) before being submitted in the fire alarm logbook. The contractor shall make the necessary repairs found during the testing of the fire, life and safety system.

6. Annual Testing Requirements:

a. all smoke detectors

b. duct detectors

c. pull stations

d. tampers

e. water flows

f. heat detectors

g. door magnets/door releasing devices

h. speakers and strobes

i. A/C shutdown

j. elevator recall

k. annunciation to central station

l. annunciation to paging system

m. back up battery and power supplies

n. Audio visual testing of the strobes, speaker, bells, door magnets and door releasing devices.

7. Semi-Annual Testing Requirements: Water flows and tampers devices throughout the buildings.

8. Maintenance. If a device fails due to the device being dirty or faulty, during testing, the Contractor shall change it out to pass building inspection. If the device requires more troubleshooting and cannot pass inspection, the device shall be written up for repairs.

9. Inspection, Testing and Maintenance Service: The Contractor shall conduct mandatory inspection, testing, and maintenance service to all fire systems and equipment, so that they are continuously complete, reliable, and in safe operating condition as originally designed and intended. The Contractor shall address any deficiency. A deficiency is any problem or malfunction with a fire system that prevents the system from performing optimally. Additionally, the Contractor must conduct mandatory inspection, testing, and maintenance service to all electrical system components directly connected to or monitored by the fire alarm control panel.

10. Smoke Detector Cleaning: As part of the mandatory inspection, testing, and maintenance service, the Contractor shall clean all smoke detectors in accordance with requirements for the type of detector, addressable or conventional and as described below:

a. Addressable Smoke Detector:

The Contractor shall clean all addressable smoke detectors that indicate more than 49% unclean/dirty at the fire alarm control panel. This service requires the contractor to download the smoke detector status report from the fire alarm control panel, and print before and after cleaning. The report shall be annotated to indicate the name of the facility and building number and the report generation date. The Contractor shall submit the report electronically to the COR and submit a hard copy to the COR with the first service submittal of each month.

b. Conventional Smoke Detector:

All conventional smoke detector must be cleaned at least once annually. Additional cleaning may be necessary if the smoke detector becomes dirty after the initial cleaning and starts to malfunction. The Contractor must provide a written certification letter stating that all the conventional smoke detectors in a facility have been cleaned during the contract period. In addition to this letter, the Contractor must provide a map of each facility indicating the name of the facility and building number, location of detectors, and date detectors were cleaned. The Contractor and COR shall determine the appropriate format for the map and labeling method after contract award.

11. Deficiencies: The Contractor shall notify the COR of all the deficiencies discovered in the facility via the System Service Report. The COR will submit the deficiencies to the Contracting Officer (CO) to determine if it is within the contractor’s scope of work to repair the deficiencies. If deficiencies are within the contractor’s scope of work, the deficiency shall be corrected as soon as possible at no additional cost to the Government. If the CO determines that that deficiencies are not within the contractor’s scope of work, additional measures will be taken by the COR to correct the unresolved deficiencies.

12. Non-Functional/Non-Reliable Systems: If the Contractor discovers a deficiency that will compromise normal operating conditions or system reliability, the Contractor shall notify the COR by telephone immediately. If the Contractor is unsure that a deficiency requires immediate notification, then it should notify the COR anyway. If the Contractor is unable to notify the COR, then the Contractor must notify the Electronic Shop Supervisor.

13. Service Calls: A service is a request via telephone call from the COR or designated Government Representatives. The Contractor shall generate a service call report for every service call received. Service calls consist of determining the cause of system and equipment malfunctions, eliminating the cause(s), and restoring the system or equipment to satisfactory working condition. The Contractor shall make every attempt to correct the service call deficiency in one visit, and within applicable authorization limits. If the Contractor is unable to correct the deficiency in one visit, then the Contractor shall place the system in a safe condition that shall prevent further damage. Before leaving the facility, the Contractor shall contact the service call originator by telephone or in person to report: a description of completed work; overall status of the effected system(s); and description of any necessary follow-up service. Any necessary follow-up service shall be executed as maintenance.

14. Call Reception: The Contractor shall have adequate procedures for receiving and responding to service calls 24 hours per day, seven days per week, including weekends and holidays. A single local or toll-free telephone number shall be provided by the Contractor for receipt of all service calls. All telephone calls shall be answered by an individual fully familiar with the Contractor’s work control procedures, and the terms and conditions of this contract. The individual shall have sufficient English language skills to understand the reason for call and necessary actions to take.

Point of Contact: ______________________________________________

Telephone: ______________________________________________

E-mail Address: ______________________________________________

15. Contractor Response Time: The Contractor shall be onsite and working to resolve the service call issue within one (1) hour after receipt of a call from fire alarm technician (electronic shop personnel).

16. Procedures on Days of Service: Before commencing service, mandatory inspection, testing, and maintenance of each building, the Contractor shall notify the fire alarm technician of the electrical shop of the engineering department by telephone or in person. Additionally, the Contractor shall place notification signs at each facility where service is intended to be performed. These signs shall be located at the two main public entrances, determined by the Fire Alarm Technician, and at any electrical and mechanical room where the contractor is working. The signs shall have a yellow, red, or orange background color, and be large enough to be seen and read from 5 meters distance. The COR shall approve the Contractor signage prior to commencement of contractual service. This day of service notification requirement does not apply to an initial service call visit to a facility but is applicable to all call- related subsequent visits.

17. Maintenance Reports: The Contractor shall generate and submits the maintenance report upon completion of each maintenance request by the Government. The submittal of the logbook shall be finalized by the fire alarm technician of the VALBHS. The report shall include:

(a) Description of the deficiency(s), including cause(s)

(b) Date and time work began

(c) Date and time work service was completed

(d) Description of work actually completed

(e) Amount of direct hours expended to the half hour

(f) Description of material and parts used, including quantities and costs

(g) Total cost associated with the work, including call fees when applicable

(h) Signature or initials of the Contractor personnel performing the service or supervisor, indicating that the work has been completed

18. Service Call Report: The Contractor shall generate a service call report for each service call. This document must be submitted to the COR via email by 9:00 A.M. pacific time on the first Government workday following receipt of the service call. Format of the report shall be finalized by the fire alarm technician of the VALBHS. The report shall include:

(a) Date and time the Contractor received the call

(b) Call originator name

(c) Originator telephone number

(d) Facility number

(e) System identification

(f) Description of the problem generating the call

(g) Work Authorization Limits

(h) Date and time work began onsite

(i) Date and time work were completed onsite

(j) Description of any deficiency(s), including cause(s)

(k) Description of work actually completed

(l) Number of direct hours expended to the half hour

(m) Description of material and parts used, including quantities and costs (14) Total cost associated with the work, including call fees when applicable

(n) Signature or initials of the Contractor personnel performing the service or supervisor, indicating that the work has been completed

(o) Identified uncorrected deficiency(s) with a detailed description; proposed solution; required material and labor quantities and cost.

19. Government Furnished Office Space and Equipment. The Government shall not provide office space or operational facilities to the Contractor. The Government shall not provide any tools or equipment to the Contractor.

20. Government Furnished Information and Material. Within 5 days of contract award, the Government shall allow the Contractor to access and view the following documents: As-Built Drawings; Operation and Maintenance Manuals; Historical Inspection, Testing, and Maintenance Documents. These documents are provided for informational purposes only. The Government makes no representation as to the completeness or accuracy of these documents. Additionally, any necessary access keys shall be made available for the Contractor’s use during the term of the contract.

21. Material and Equipment: The Contractor shall maintain sufficient quantities of readily available materials and equipment on hand to support the maintenance requests. Lack of availability of materials or equipment shall not relieve the Contractor from the requirement to complete the work within the time limits specified in this SOW.

22. Standard of Conduct. All work under this contract shall be performed in a skillful and workmanlike manner. All Contractor personnel must be qualified and experienced in the skills and responsibilities of the position to which they are assigned and must be supervised by a technician provided with the proper qualification in accordance with applicable standards. The Contractor employees shall conduct themselves in a proper, efficient, courteous, and businesslike manner. The Government reserves the right to require removal from the job site of any employee who endangers persons or property or whose presence deters the accomplishment of work.

23. Management: The Contractor shall manage the total work effort associated with the services required herein to assure fully adequate and timely completion of the contract requirements. The Contractor shall provide the COR with a proposed schedule of when testing will commence. The status of any item of work must be provided within four (4) hours of the inquiry during working hours and within 48 hours after working hours.

24. Quality Assurance: The COR shall evaluate the Contractor’s performance through on-site inspections of the Contractor’s services. The COR shall generate a written complaint form and inform the Contractor within one hour from when the discrepant service was observed or reported. The Contractor has four (4) work hours to respond with re-performance of the service or notification of when the discrepancy shall be resolved.

25. Key Control System: The Contractor shall establish and implement a key control system to ensure keys issued to the Contractor are not lost, misplaced, or used by unauthorized personnel. The Contractor shall establish a log to show facility, name signing out/in the key, date and time out/in, and any other pertinent information necessary to control keys. The Contractor shall not duplicate any keys issued by the Government. The Contractor shall immediately report to the COR any occurrences of lost, unauthorized use, or unauthorized duplication of keys.

26. Records: Records include all documentation, including submittals, meeting minutes, and work history files generated by the Contractor in the performance of the Contractor contractual services. All contract records must be in English. The only acceptable software formats for the records are Microsoft Office, Microsoft Excel, and Adobe PDF. A complete work history file for each building fire system shall be maintained by the Contractor and be made available to the Government upon request. Files must include, but are not limited to, listing of all equipment in each building and facility by name and manufacturer model number, available manufacturer operation and maintenance literature, available warranty information, a copy of all completed system service reports, maintenance reports, service call report forms, and any other information pertaining to the fire systems. An electronic copy of all records shall be provided to the COR on two discs (DVD/CD) no later than 5 working days after completion of the current contract period; therefore, annually.

27. Meeting Minutes: The Contractor is responsible for recording the meeting minutes for all official meetings with the Government and distributing them, in English, via email to the COR within two (2) working days of the meeting. Official meetings include the Fire Service Coordination Meeting and those the Contractor has with the COR regarding the Contractor Quality or the Contractor Performance.

28. System Diagrams: If during the performance of a service, the Contractor discovers that the system diagram is missing or incorrect, the Contractor shall notify the COR via the System Service Report. Any time the Contractor makes a significant change to the system, the Contractor shall generate a new system diagram in AutoCAD format, and submit an electronic version (AutoCAD) to the COR for approval. Once approved, the Contractor shall post the updated diagram in the building or facility. The Contractor shall consult the COR to determine if a change is significant or not.

29. Troubleshooting and Repairs:

a. Contractor shall troubleshoot and repair water flow devices, water tampers, water flows, and water supervisory. Troubleshoot and repair improperly working audio/visual devices; speaker, strobes, and bells. Troubleshoot and repair the components on the EST-3 panel; amp cards, fiber network cards, battery boosters, all necessary relays and components that aid in operating the fire alarm monitoring system. Troubleshoot and repair all doors that are tied into the fire, life and safety system; magnetic door holder, key test switches, sliding doors, and rolling doors. Troubleshoot and repair any fire, life and safety devices that pertain to all kitchen equipment.

b. In troubleshooting the fire alarm device, the Contractor shall run new devices or wire (if needed) and all old wire shall be pulled out. Any necessary conduit that needs to be ran shall be done by the Contractor. Once the repairs have been completed, they shall be noted and documented properly and reported to the COR.

c. The Contractor shall include the installation of new devices that is needed while testing the fire, life and safety system. The Contractor is required to program and label all new devices and update the fire alarm log of the new devices.

30. Warranty: The Contractor shall take no action to void any Installer Warranty and Manufacturer Warranty without written approval from the COR. All defects in material or workmanship found by the Contractor shall be reported to the COR, at the time they are discovered. All the services, materials, and spare parts furnished by the Contractor for the performance of this contract shall be covered by a two (2) year warranty. The Contractor’s warranty with respect to work repaired or replaced must run for two (2) years from the date of repair or replacement.

31. Fire Electrical Systems: The Contractor shall service all the electrical system components associated with the Fire Systems indicated in the SOW. Specifically, the electrical connections required to operate the systems shall be maintained back to the source of electricity, up to, but not including circuit breakers and disconnects. Electrical wires (other than telephone lines) connecting remote station systems shall be maintained throughout the system. The Contractor shall be responsible for providing service to all electrical system components connected to or monitored by the Fire Alarm Control Panel. Some suppression systems have electrical system components which are further upstream of the First Control Valve. The Contractor shall be responsible for servicing and maintaining all back up power system components which are connected to the Fire Systems.

32. Clean-Up: During and at completion of all service, debris shall not be allowed to spread unnecessarily into adjacent areas nor accumulate in the service area itself. All such debris, excess material, and parts shall be cleaned up and removed by the Contractor at the completion of the service and at the end of each day the service is in progress. The Contractor shall dispose of all debris in accordance with all applicable laws and standards and submit the required corresponding documentation to the COR accordingly.

33. Replacement, Upgrade and Renovation: During the term of the contract, the Government may replace, renovate, and improve systems at the Government’s expense and by means not associated with this contract. All replaced, improved, updated, modernized, or renovated systems and equipment shall be maintained and serviced by the Contractor at no additional cost to the Government unless such changes result in an increase or decrease in contract requirements. Changes resulting in an increase or decrease in contract requirements shall be addressed by written agreement of the parties.

34. BADGES: All Contractor personnel are required to wear identification (I.D.) badges issued by the VA Long Beach Healthcare System security office during the entire time they are on the VALBHS grounds.

35. Hours of Service: The Contractor shall perform the services as specified herein Monday through Friday between the hours of 7:30 a.m. – 4:00 p.m. with the exception of National Holidays listed below:

When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a legal holiday by the U.S. Government agencies. Also included, would be any other day specifically declared by the President of the United States of America to be a National Holiday.

36. Authorized Services: Only those services specified herein are authorized under this contract. Contractor shall be cautioned that only the Contracting Officer (CO) may authorized additional services and that reimbursement shall not be made unless prior authorization is obtained.

37. Local VALBHS Requirements:

a. Weapons Policy: Possession of weapons is prohibited. Enclosed containers, including tool kits, are subject to search. Violations of VA regulations may result in citations answerable in the United States (Federal) District Court.

b. Parking Policy: It is the responsibility of Contractor employees to park only in designated parking areas. Parking information is available from the VA Police. The VA shall not validate or make reimbursement for parking violations of the Contractor’s employees under any circumstances.

c. Smoking Policy: Smoking is strictly prohibited on the grounds of any VHA facility. Per VHA Directive 1085 dated March 5, 2019, it is VHA policy that all VHA healthcare facilities, including hospitals.

36C26220R0173

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 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (JUN 2020)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and Federal Acquisition Regulation (FAR) 3.908.

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in FAR 3.908.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award.

(END-OF-CLAUSE)

C.3 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 30 days.

(End of Clause)

C.4 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.5 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (MAR 2020)

(a) Definition. "Small business concern," as used in this clause, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation.

(b) Applicability. This clause applies only to—

(1) Contracts that have been totally set aside for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(END-OF-CLAUSE)

C.6 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.7 SUPPLEMENTAL INSURANCE REQUIREMENTS

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