36C77018Q0499-001.docx

36C77018Q0499

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

National CMOP 766-19-1-604-0002 36C77018Q0499 06-13-2018

GREGORY, NICOLE

(913) 684-0148 07-03-2018

5:00PM CST

36C770 Department of Veterans Affairs National CMOP 3450 S. 4th St. Trafficway Leavenworth

KS

66048-5581 X X 811310 $7.5 Million X N/A X 36C770 Department of Veterans Affairs Charleston, SC CMOP 3725 Rivers Avenue, Suite 2 Charleston

SC

29405-7038 36C770 Department of Veterans Affairs National CMOP 3450 S. 4th St. Trafficway Leavenworth

KS

66048-5581

Department of Veterans Affairs

FSC

PO Box 149971 Austin

TX

78714-8971 Generator Preventative Maintenance Services for the Charleston, SC CMOP This requirement will be a 100% Set-Aside for SDVOSB.

Prospective offerors must be verified in VIP at https://www.vip.vetbiz.gov/ at the time of response and at award.

POC for this RFQ is Nicole Gregory, nicole.gregory2@va.gov Alternate POC is Penny Capps, penny.capps2@va.gov 760-3680162-162-850100-2580 0100501X3 X X X Penny J. Capps 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 36C770 Penny Capps/Nicole Gregory Department of Veterans Affairs National CMOP 3450 S. 4th St. Trafficway

Leavenworth KS 66048-5581

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

FSC

PO Box 149971 Austin TX 78714-8971 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 VAAR 852.219-10 VA Notice of Total 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.

?.## STATEMENT OF WORK

DEPARTMENT OF VETERANS AFFAIRS

CONSOLIDATED MAIL OUTPATIENT PHARMACY (CMOP) CHARLESTON

GENERATOR PREVENTIVE MAINTENANCE

1.0 BACKGROUND: The VA Charleston Consolidated Mail Outpatient Pharmacy (CMOP) processes high volume, mail prescription workloads using integrated, automated dispensing systems from seven locations to eligible Veterans throughout the United States. The Charleston CMOP has a recurring requirement for Generator Maintenance.

The Charleston CMOP requires this service in the event of a commercial power outage and to perform regular maintenance on their generators. The resulting contract for this solicitation will be a firm fixed price, indefinite delivery/indefinite quantity (IDIQ) contract for a duration of one (1) year plus four (4) one-year options. Period of performance is estimated to begin on October 1, 2018.

2.0 OBJECTIVE: The objective of this procurement is to provide service to perform annual and semi-annual maintenance, emergency service and inspection of the emergency generators located at Charleston CMOP 3725 Rivers Ave Suite 2 North Charleston, SC 29405-7038.

3.0 STATION INFORMATION:

3.1 CONTRACTING OFFICER’S REPRESENTATIVE: Pursuant to VAAR Provision 852.270-1, Contracting Officer’s Representative (COR), shall be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract; perform inspections necessary in connection with contract performance; maintain written and oral communications with the Contractor concerning technical aspects of the contract; issue written interpretations of technical requirements, including Government drawings, designs, and specifications; monitor Contractor's performance and notify both the CO and Contractor of any deficiencies; coordinate availability of Government furnished property; and provide site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting contract.

3.2 ONSITE REQUIREMENTS: The Contractor's representative will schedule all work with the COR. The COR will be designated at the time of award. All contract personnel shall present a government picture ID and sign in to receive a Contractor identification badge before any work is performed.

3.3 WORK TIME: Routine preventative maintenance will be done during normal business hours (8:00 am through 4:00 pm, Monday through Friday), excluding holidays. The contractor’s representative shall report to the CMOP COR or designee prior to commencing work and at the completion of each workday.

Emergency response time is to be within 24 hours after the initial call is placed by the COR or designee. The hourly rate will commence at the time the technician reports to the COR in addition to the parts and material required for the repair which will be determined.

3.4 HOLIDAYS: The following Federal holidays are observed; however, circumstances may warrant approval for work on those days upon authorization.

4.0 SERVICES: The work described shall be performed by trained, qualified technicians in accordance with the manufacturer’s recommendations. Contractor will check in with the Contracting Officer’s Representative (COR) or designee each day before starting work to obtain a visitor badge and authorization to perform service that day. The Contractor must wear a visitor badge while on station and return that badge when work is concluded each day.

4.1 ANNUAL INSPECTION:

(a) FUEL SYSTEM:

1. General inspection of all components.

2. Change fuel filter, (filter to be furnished by contractor).

3. Change air filter (filter to be furnished by contractor).

4. Analyze diesel fuel for condition. Provide copy of report to Facility Manager. (Contractor to recommend fuel replacement or treatment if required).

5. Check entire unit for leaks.

6. Adjust valves and injectors as necessary.

(b) LUBRICATING SYSTEM:

1. Change oil and by-pass filter (oil to be furnished by contractor). Oil must meet unit manufacturer’s recommendation.

2. Annually take lube oil sample for contamination analysis. Provide report of oil analysis to COR.

3. Change oil filter, (Filter to be furnished by the contractor).

4. Check entire unit for oil leaks.

5. Clean crankcase breather.

6. Lubricate all parts as required by manufacturer’s service manual.

7. Check oil pressure for proper pressure.

(c) COOLING SYSTEM:

1. Change antifreeze solution (antifreeze to be furnished by contractor). Antifreeze to be changed on even numbered years (every other year).

2. Cooling system will be protected to – 20-degree Fahrenheit.

3. Clean exterior of all radiators.

4. Check all engine water pumps.

5. Examine all ductwork for looseness.

6. Check condition of all hoses and connections. Replace as needed (to be furnished by contractor).

7. Inspect, adjust and replace belts if necessary (Belts to be furnished by contractor).

8. Inspect block heater for proper operation.

(d) SERVICE BATTERIES:

1. Clean and inspect electrical connections; replace as necessary.

2. Perform specific gravity test on lead acid batteries.

3. Add distilled water to maintain proper electrolyte level.

4. Check charging rate.

5. Ensure battery trickle charging circuit operating properly.

(e) EXHAUST SYSTEM:

1. Check condition of muffler; exhaust lines, supports and connections.

2. Check for exhaust leaks and repair, as needed.

3. Inspect exhaust manifold and turbo-charge cap screws.

4. Check exhaust for evidence of wet stacking.

(f) GENERATORS:

1. Clean generator windings.

2. Check generator bearings.

3. Measure and record resistance reading of generator winding using insulation tester (Meg Ohm Meter (Megger)).

4. Inspect transfer switch and make repairs or replacement if indicted.

5. Inspect generator heater for proper operation.

6. On main switchgear and generator switchgear, operate every circuit breaker manually; visually check bus bars, and feeder connections for cleanliness and signs of overheating.

7. Check for unusual noise or vibration during operation

8. Vacuum inside the transfer switch and generator control panels.

9. Inspect slip rings.

10. Blow out with clean, dry compressed air.

(g) SYSTEMS CONTROLS:

1. Evaluate the setting of the voltage sensing and time delay relays, and adjust if needed.

2. Record the time intervals of the various increments of the automatic start-up and shutdown sequences.

(h) ENGINE SAFETY CONTROLS:

1. Check operation of all engine operating alarms and safety shutdown devices (generator will not be under load during this check).

2. Run generator under load, to check instruments including voltage, frequency, amperage, and make the necessary adjustments.

3. Check automatic transfer switch for proper operation, check operation, check contacts, trickle charge, voltage at contactor, phase protection relays and start relays.

4. Tune engine as required by manufacturer’s service manual.

(i) GOVERNOR:

1. Check all linkage and ball joints.

2. Check oil level, if applicable.

3. Observe for oil leakage.

(j) LOAD TEST: Contractor shall perform a monitored 90% resistive load bank test for 4 hours on both Generator Sets.

4.2 SEMI-ANNUALLY:

(a) ENGINE LUBRICATING SYSTEM:

1. Change oil, filter, and by-pass filter (if sufficient hours have accumulated.). Oil and filter to be furnished by contractor.

2. Clean crankcase breather.

(b) FUEL SYSTEM:

1. General inspection of all components.

(c) GOVERNOR:

1. Check all linkages and ball joints.

2. Lubricate with clean hydraulic oil.

3. Observe for oil leakage.

(d) COOLING SYSTEM:

1. General inspection of all components.

2. Clean exterior of all radiators.

3. Check condition of all hoses and connections, replace as needed.

4. Inspect, adjust and replace belts if necessary.

(e) GENERATOR:

1. Blow out with clean dry compressed air.

(f) SERVICE BATTERIES:

1. Clean and check electrical connections.

2. Make specific gravity test on lead acid batteries.

3. Add distilled water to maintain proper electrolyte level.

4. Check charging rate.

5. Battery trickle charging circuit operating properly.

(g) GENERATOR OPERATION:

1. Observe proper starting and operation of generator manually. (load not to be transferred)

(h) Submit a complete inspection report to the COR upon completion of services.

4.3 EMERGENCY SERVICES:

(a) Emergency services must be available to the Charleston CMOP and provided within twenty-four (24) hours of notification to ensure continual operations of the production system and support operations. These emergency repairs may be due to maintenance issues or natural disasters.

(b) Contractor will be required to submit a quote detailing the necessary work, including the labor and parts needed to make the repair. This must be presented to the COR prior to commencing work.

4.4 LISTS OF UNITS:

Generator Set #1

Gen Set # 1 Rear of Building, Onan/Cummins Gen Set DFCB ser# F970641949 300KW, Cummins Engine # 3035919 model NTB 855-G2, Onan Transfer Switch model OT 600 Ser # F970640442.

Gen Set # 2 Rear of Building, Onan/Cummins Gen Set model DFCB-5708391 ser # D050771770 300KW, Cummins Engine #30372183 model NTA-855-G2, Onan Transfer Switch Model OTPCC-5708392 Ser# D050774901.

(a)Equipment may change during the life of the contract due to depreciation or changes in technology, etc. New equipment within the scope of this contract to be serviced will be added via a bilateral modification to the contract.

4.5 TRAVEL: The cost of travel and/or travel time to and from the job site will be at the contractor’s expense, no cost to the Government.

4.6 WORKMANSHIP: All work will be performed by trained, qualified technicians in accordance with the manufacturer’s recommendations.

4.7 SERVICE TICKETS: All service tickets will show the Make, Model, Serial, and PM numbers of the equipment being serviced.

4.8 PERIOD OF SERVICE: The term of this contract is for the period of one year (1 October 2018 to 30 September 2019) with four optional years for renewal.

4.9 QUALIFICATION OF OFFERORS: Quotations will be considered only from offerors who are regularly established in the business called for and who in the judgment of the Contracting Officer are financially responsible and able to show evidence of their reliability, ability, experience, equipment, facilities and personnel directly employed or supervised by them to render prompt and satisfactory service.

4.10 SMOKING POLICY: Smoking is not permitted within or around the CMOP facility.

4.11 SAFETY REQUIREMENTS: In the performance of this contract, the contractor shall take such safety precautions as the Contracting Officer or his designee may determine to be reasonably necessary to protect the lives and health of the occupant of any building. The Contracting Officer or his designee will notify the contractor of any noncompliance with the foregoing provisions and action to be taken. After receipt of such notice, the contractor shall immediately correct the conditions to which attention has been directed. Such notice, when served on the contractor, his representative at the site of the work, shall be deemed sufficient for the purpose aforesaid. If the contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or any apart of the work and hold the contractor in default as provided for elsewhere in this contract.

4.12 STANDARDS OF CONDUCT: The Contracting Officer or Contracting Officer’s Representative shall refer to the Contractor for immediate action (including, but not limited to, removal from the work site) any contract technician whose personal or professional conduct jeopardizes or interferes with the regular and ordinary operation of the CMOP facility. Breaches of conduct include, but are not limited to, intoxication or debilitation resulting from drug use; theft; dereliction; negligence in performing tasks or other conduct resulting in complaints by staff or management.

4.13 DRUG SCREENING: Contract technicians performing services at the CMOP facility may be subject to random drug screening or screening for cause as determined by VA, to ensure compliance with the standard in 38 CFR 1.218.

4.14 CONTRACTOR RESOURCE REQUIREMENTS AND QUALIFICATIONS:

4.14.1 All contractors must be registered in the System for Award Management (SAM) database (http://www.SAM.gov) to be eligible for a government award.

4.14.2 All contractors providing a response as a Service Disabled Veteran Owned Small Business (SDVOSB) or Veteran Owned Small Business (VOSB) must be registered and verified in the Vendor Information Pages (VIP) database (https://www.vip.vetbiz.gov) at the time of the offer and at the time of award.

4.14.3 Contractor shall Contractor shall be required to provide documentation evidencing liability insurance coverage at the time of the offer, award and annually thereafter.

4.15 PAYMENT REQUIREMENTS: Upon notification of award, the Contractor must be vendorized in VA fiscal systems. The Contractor must:

(a) Submit a VA Form 10091 to the VA Finance Service Center (FSC), if one is not already on file.

(b) Submit a TIN and DUNS number to the Contracting Officer for vendorization in the local VA fiscal system, VistA, so a purchase order may be created.

(c) Register and create an account in the online VA payment system, Tungsten/OB10. Go to http://www.va.gov/oaa/invoicing/faqs.asp for more information

4.16 INVOICE SUBMISSIONS: Invoices shall be submitted upon completion of work. Pursuant to FAR Clause 52.212-4(g), payment will be made after receipt of properly prepared invoices, provided that the following has been met:

(d) Invoicing shall be accomplished using the OB/Tungsten network. Invoices mailed or faxed will not be paid. Invoices submitted directly to the FSC or the facility will not be accepted, and will delay payment.

(e) In order to properly administer this contract, it is mandatory that all technicians report to COR or designee, with the work/repair ticket after the work has been completed. This procedure is necessary to ensure that internal accountability is maintained for all repairs. Failure to follow this procedure may jeopardize the payment of maintenance work and the contractor’s technician who ignores this procedure does so at his/her own risk.

1. SCHEDULE OF SERVICES

a. Purpose

(1) The Contractor shall provide semi-annual maintenance and inspection and emergency repairs of two (2) Cummins Generators located at the Charleston Consolidated Mail Out-Patient Pharmacy (CMOP), 3725 Rivers Avenue, Suite 2, North Charleston, SC 29405-7038. The work described shall be performed by trained, qualified technicians in accordance with the manufacturer’s recommendations.

b. Contract Minimum and Maximum

(1) In accordance with FAR Clause 52.216-22, Indefinite Quantity, the overall “minimum” amount established is one semi-annual service visit and the overall contract maximum is $90,000.00.

B.3 COST/PRICE SCHEDULE

Base Period: October 1, 2018 through September 30,2019

CLIN*

DESCRIPTION:

UNIT PRICE:

TOTAL PRICE:

EA

DO NOT PRICE

*Contract Line Item Number

0. Option Periods: 1 – 4 Option Period 1: October 1, 2019 through September 30, 2020

CLIN*

DESCRIPTION:

UNIT PRICE:

TOTAL PRICE:

DO NOT PRICE

Option Period 2: October 1, 2020 through September 30, 2021

CLIN*

DESCRIPTION:

UNIT PRICE:

TOTAL PRICE:

DO NOT PRICE

Option Period 3: October 1, 2021 through September 30, 2022

CLIN*

DESCRIPTION:

UNIT PRICE:

TOTAL PRICE:

DO NOT PRICE

Option Period 4: October 1, 2022 through September 30, 2023

CLIN*

DESCRIPTION:

UNIT PRICE:

TOTAL PRICE:

DO NOT PRICE

Page 1 of Page 1 of

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) 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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of the contract through the expiration date of the contract.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $15,000.00;

(2) Any order for a combination of items in excess of $15,000.00; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 180 days after contract expiration.

(End of Clause)

C.6 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 10 days.

(End of Clause)

C.7 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 10 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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…