36C77020Q0616.docx

36C77020Q0616

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

NCO 15 Contracting Ofc - CMOP 766-20-4-604-0233 36C77020Q0616 07-30-2020 Gregory, Nicole 913-684-0148 08-12-2020 08:00 36C770 Department of Veterans Affairs NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway Leavenworth KS 66048-5012 X X 811310 $8 Million N/A X VA CMOP Charleston 3725 Rivers Avenue, Suite 2 North Charleston, SC 29405-7038

36C770 Department of Veterans Affairs

NCO

15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway Leavenworth KS 66048-5012

Department of Veterans Affairs

FSC

PO Box 149971 Austin TX 78714-8971 See CONTINUATION Page Description of Requirement:

Air Compressor Preventative Maintenance & Repair at the Charleston, SC CMOP See attached Statement of Work for additional information This requirement is set aside for Small Business Wage Determination 2015-4427 Revised 6/3/2020 will apply to this solicitation Offeror shall be registered and active at System for Award Management (SAM) at https://www.sam.gov at the time of offer and award to the Government POC for this RFQ is Nicole Gregory, nicolegregory2@va.gov Alternate POC is Penny Capps, penny.capps2@va.gov See CONTINUATION Page X X X Nicole Gregory 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 Gregory, Nicole Department of Veterans Affairs NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway Leavenworth KS 66048-5012

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 STATEMENT OF WORK

Charleston-CMOP Low Pressure Air Compressor Preventative Maintenance and Emergency Service Request

1.0 BACKGROUND: The Charleston Consolidated Mail Outpatient Pharmacy (CMOP) is a 78,000 square foot facility located at 3725 Rivers Avenue, Suite 2, North Charleston, South Carolina. As a provider of outpatient pharmaceutical services to twenty-two VA Medical Centers and associated community clinics, Charleston CMOP dispenses approximately 115,000 prescriptions daily for direct to patient delivery by various mail carriers The Charleston CMOP has a recurring requirement for Air Compressor Maintenance.

The Charleston CMOP uses two Atlas Copco Low Pressure Air Compressors, an Ingersoll Rand (IR) refrigerated dyer, and an IR mist separator to provide clean/dry pressurized air to the facility for various industrial uses including, but not limited to pneumatic actuators for the main conveyor and critical automated pharmaceutical dispensing systems. A contractor with the ability to diagnosis and service Atlas Copco equipment is required to perform annual full-service inspections, preventative maintenance and operational tests on both Atlas Copco compressors every year, as recommended by manufacturer. The contractor shall also maintain and service air dryer, separator and change all external filters once per year. In the case of equipment breakdown, CMOP desires the ability to place emergency service calls with a response time of no more than two business days. 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 two (2) one-year options. Period of performance is estimated to begin on September 15, 2020.

2.0 OBJECTIVE: The objective of this procurement is to provide annual service to maintain the full operational capability for each compressor and a separate line item for emergency repair services 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 (5:30 am through 11:30 pm, Monday through Friday), although preferred hours are 7:30AM through 6:00PM. Work should be conducted to minimize the duration of the compressor outage. 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 two (2) business days 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 compressor service shall include a minimum of one, on-site service including, but not limited to the following minimum requirements in the activity list below for each compressor: The number of oil changes should be 2.5x2.4 using RotoXtend oil or equal. All parts for service must be OEM or equal. 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 SERVICE:

4.1.1 Compressors

Clean cooler block (int/ext)

Replace element(s) (use exchange elt.)

4.1.2 Air Dryer:

Visit Type I Visit A Visit

Clean air paths electric motor(s) Clean converter prints with air jet x Inspect all hoses Replace hoses Change compressor oil filter Clean/Change Air Filter Oil change depending on oil type/condition Replace filter elmt:gear case breather Replace solenoid valves overhaul condensate check valve Check electrical components x Overhaul bleed off valve Overhaul check valve disassemble and repair hydraulic. cylinder Change thermostatic valve Grease main drive motor bearings clean/service contactors Change coupling element(s) Check Intellisys functions x Check for air- water- & oil leakage Check safety valve and switches

Check condition of air intake chamber

Check service readings Clean air paths electric motor(s) Clean converter prints with air jet Inspect all hoses x Replace hoses Change compressor oil filter Clean/Change condensate containment vessel x Oil change depending on oil type/condition Replace filter elmt:gear case breather Replace solenoid valves overhaul condensate check valve Check electrical components Overhaul bleed off valve Overhaul check valve disassemble and repair hydraulic. cylinder Change thermostatic valve Grease main drive motor bearings clean/service contactors Change coupling element(s) Check Intellisys functions Check for air- water- & oil leakage Check safety valve and switches Check/clean (s) x Clean coolers (outside only) Check temperatures and pressures.

Check condition of air intake chamber

4.2 EMERGENCY SERVICES:

As a separate bid item, vendor will provide a parts and labor rate for emergency repairs with a two (2) business day maximum response time to commence repairs. If repair parts are not available, expedited procurement must be pursued to minimize compressor downtime. Vendor will provide a valid quote each time emergency repair services are requested prior to commencing repairs, unless the technician can repair immediately with minimal expense (less than $1500). The quote process is to validate the cost of the repair and to ensure that the contract funding is sufficient and should not delay the start of repairs unless the government requests a delay.

4.3 LOCATION

Work shall be performed on the air compressors on-site at the following address:

VA Consolidated Mail Outpatient Pharmacy Attn: Troy Wesley 3725 Rivers Avenue-Suite 2 North Charleston, SC 29405

4.4 LISTS OF UNITS:

(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 (September 15, 2020 to September 14, 2021) with two 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 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.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

0.00

SEE STATEMENT OF WORK FOR REQUIREMENTS

Contract Period: Base POP Begin: 09-15-2020 POP End: 09-14-2021

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

PLEASE PROVIDE PRICING FOR A SERVICE CALL FEE

PLEASE NOTE IF PRICING INCLUDES A MAXIMUM NUMBER OF HOURS

Contract Period: Base

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

PLEASE PROVIDE PRICING FOR REPAIRS DONE DURING NORMAL BUSINESS HOURS

7:30AM - 6:00PM

Contract Period: Base

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

PLEASE PROVIDE PRICING FOR REPAIRS DONE DURING OUTSIDE NORMAL BUSINESS HOURS

Contract Period: Base

0.00

SEE STATEMENT OF WORK FOR REQUIREMENTS

Contract Period: Option 1 POP Begin: 09-15-2021 POP End: 09-14-2022

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

PLEASE NOTE IF PRICING INCLUDES A MAXIMUM NUMBER OF HOURS

Contract Period: Option 1

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

7:30AM - 6:00PM

Contract Period: Option 1

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

Contract Period: Option 1

0.00

SEE STATEMENT OF WORK FOR REQUIREMENTS

Contract Period: Option 2 POP Begin: 09-15-2022 POP End: 09-14-2023

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

PLEASE NOTE IF PRICING INCLUDES A MAXIMUM NUMBER OF HOURS

Contract Period: Option 2

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

7:30AM - 6:00PM

Contract Period: Option 2

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

Contract Period: Option 2

0.00

SEE STATEMENT OF WORK FOR REQUIREMENTS

OPTIONAL 6 MONTH EXTENSION, TO BE USED ONLY IF NEEDED

Contract Period: Option 3 POP Begin: 09-15-2023 POP End: 03-14-2024

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

PLEASE NOTE IF PRICING INCLUDES A MAXIMUM NUMBER OF HOURS

OPTIONAL 6 MONTH EXTENSION, TO BE USED ONLY IF NEEDED

Contract Period: Option 3

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

7:30AM - 6:00PM

OPTIONAL 6 MONTH EXTENSION, TO BE USED ONLY IF NEEDED

Contract Period: Option 3

0.00

UNSCHEDULED AND EMERGENCY REPAIR SERVICE CALL AS REQUIRED FOR THE ABOVE LISTED EQUIPMENT. THIS WILL ONLY BE USED IN THE EVENT OF AN EMERGENCY.

OPTIONAL 6 MONTH EXTENSION, TO BE USED ONLY IF NEEDED

Contract Period: Option 3

B.4 DELIVERY SCHEDULE

North Charleston, SC 29405 7038

USA

661-886-6016 Troy.Wesley@va.gov

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

(End of Addendum to 52.212-4)

C.2 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

(a) Definitions. As used in this clause— Electronic Funds Transfer (EFT) indicator means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

Registered in the System for Award Management (SAM) means that—

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into SAM;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

System for Award Management (SAM) means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

Unique entity identifier means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See http://www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) If the solicitation for this contract contained the provision 52.204–7 with its Alternate I, and the Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

(c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement. The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in SAM 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 SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d)(1)(i) If a Contractor has legally changed its business name or ‘‘doing business as’’ 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 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 SAM;

(B)Comply with the requirements of subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(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.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in SAM. 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.

(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(e) Contractors may obtain additional information on registration and annual confirmation requirements at www.sam.gov.

(End of Clause)

C.3 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2016)

(a) Definition. As used in this clause— Commercial and Government Entity (CAGE) code means—

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

(b) Contractors shall ensure that the CAGE code is maintained throughout the life of the contract. For contractors registered in the System for Award Management (SAM), the DLA Commercial and Government Entity (CAGE) Branch shall only modify data received from SAM in the CAGE master file if the contractor initiates those changes via update of its SAM registration. Contractors undergoing a novation or change-of-name agreement shall notify the contracting officer in accordance with subpart 42.12. The contractor shall communicate any change to the CAGE code to the contracting officer within 30 days after the change, so that a modification can be issued to update the CAGE code on the contract.

(c) Contractors located in the United States or its outlying areas that are not registered in SAM shall submit written change requests to the DLA Commercial and Government Entity (CAGE) Branch. Requests for changes shall be provided at https://cage.dla.mil. Change requests to the CAGE master file are accepted from the entity identified by the code.

(d) Contractors located outside the United States and its outlying areas that are not registered in SAM shall contact the appropriate National Codification Bureau (points of contact available at http://www.nato.int/structur/AC/135/main/links/contacts.htm) or NSPA at https://eportal.nspa.nato.int/AC135Public/scage/CageList.aspx to request CAGE changes.

(e) Additional guidance for maintaining CAGE codes is available at https://cage.dla.mil.

(End of Clause)

C.4 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 through .

(b) All delivery orders or task orders are subject to the terms and conditions of this contract.