36C79120R0002-003.docx

36C79120R0002

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

36C79120R0002 03-02-2020 Sheila Kiker 303-273-6209 04-02-2020 1:00pm MST 36C791 Department of Veterans Affairs Commodities & Services Acquisition Svc (003B6E) 555 Corporate Circle Golden CO 80401-5621 X 335912 1000 Employees N/A X Department of Veterans Affairs Commodities & Services Acquisition Svc 555 Corporate Circle Golden CO 80401-5621 Department of Veterans Affairs Commodities & Services Acquisition Svc (003B6E) 555 Corporate Circle Golden CO 80401-5621

Department of Veterans Affairs Commodities & Services Acquisition Svc (003B6E) 555 Corporate Circle Golden CO 80401-5621 Denver Logistics Center (DLC) has a need of various types of batteries for prescribed medical devices to include hearing aids, cochlear implants, assistive listening devices, and home telehealth equipment. The batteries will range in various sizes and types based on medical device needs.

This will include, but not limited to, alkaline, lithium, NIMH, and zinc air.

Batteries must meet applicable ANSI standards.

See Statement of Work for more details.

X Sheila R. Kiker Contracting Officer Table of Contents

A.2 NOTES TO OFFERORS

(a) See Section E for instructions regarding proposal requirements and information.

(b) The Price Schedule of items is at Section B.5.

A.3 DUN AND BRADSTREET NUMBER / TAX IDENTIFICATION NUMBER:

(a) Offeror must provide Dun and Bradstreet Number: ____________________

(b) Offeror must provide Tax Identification Number: _____________________

A.4 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

A.5 NAICS Code: The NAICS code for this solicitation is 335912, Primary Battery Manufacturing. The small business size standard for this NAICS code is 1,000 employees.

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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:

a. CONTRACTOR: ________________________________________

b. GOVERNMENT: Contracting Officer 00791 Department of Veterans Affairs VA Denver Logistics Center (003A4D) 555 Corporate Circle Golden CO 80401-5621

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:

3a. INVOICING PROCEDURES Invoices shall be submitted no later than seven (7) calendar days after delivery of an order. Under the Austin Finance Center invoicing requirements all invoices submitted for payment must at a minimum include the following:

· Vendor Name

· Address

· City, State, Zip Code

· Phone Number

· Tax Identification Number or Social Security

· Applicable contract and purchase order number

· Any discount terms offered.

· Dollar amounts must be the agreed upon contract pricing

· Invoice number

All invoices must state “Invoice”. No “Statement” or any other type of document will be accepted. Only documents that state that they are an “Invoice”. All other documents will be rejected and must be resubmitted.

All invoices that consist of multiple pages must have page numbers included.

(i.e. 1 of 3, 2 of 3, 3 of 3, etc. )

3b. Vendor Electronic Invoice Submission Methods Fax, email and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted data transmissions below.

· VA’s Electronic invoice presentment and payment system-The FSC uses a third party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, for free.

· A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI).

· The X12 EDI Web site (http://www.x12.org).

Vendor e-invoice Set-up information:

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

· Tungsten e-Invoice setup information: 1-877-489-6135

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

· FSC e-Invoice contact information: 1-877-353-9791

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

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

· http://www.fsc.va.gov/einvoice.asp

COMMUNICATIONS:

· https://www.federalregister.gov/articles/2012/11/27/2012-28612/va-acquisition-regulation-electronic-submission-of-payment-requests

· http://fcw.com/articles/2012/11/27/va-epayments.aspx?s=fcwdaily 281112

B.2 BACKGROUND

The VA National Acquisition Center's, Denver Logistics Center (DLC) is a national distribution center which serves many eligible veterans by distributing hearing aid batteries and batteries to power other assistive devices as well as prosthetic items worldwide. The DLC is the VA organization that procures batteries, stocks them in its warehouse and ships them to authorized veterans and VA clinics to support the growing demand for VA prescribed medical device needs. The batteries provided to our veteran’s range in various sizes and types based on the medical device needs. The purpose of this solicitation is to obtain user uniformity and quality products at best available prices.

B.3 PURPOSE AND OBJECTIVE

This solicitation defines requirements for the Battery Program managed by the Department of Veterans Affairs (VA) Denver Logistics Center (DLC). It includes various types and sizes of batteries, ordering, invoicing, and shipping requirements. The objectives are to ensure availability and consistency of products for nationwide use and to obtain volume-based pricing.

B.4 SCHEDULE OF ITEMS

The MINIMUM PRODUCT DESCRIPTION for each CLIN listed in the SCHEDULE OF ITEMS is part of the minimum technical requirements for that battery.

EXPLANATIONS:

1.Schedule Chart Format.

· The first digit in the “No.” column represents the base or option year. The last digit in the “No” column is the contract line item number.

· Estimated quantities: See below. Estimates were based on historical sales data from the Department of Veterans Affairs, Denver Logistics Center. Usage trend projections were used for option year quantity estimates.

· Unit of Issue is one battery, not package. Package size is noted below the description of the contract line item.

· Unit Price is for one battery.

· Estimated Total Price is Unit Price times the estimated quantity.

· The CLIN SUMMARY TOTAL PRICE is the Estimated Total Price offered for the base year and all four option years combined.

· All pricing to be F.O.B. Destination.

2. Below each item CLIN description is packaging information. Standard Commercial Packaging shall include the quantity in the dial pack, box, etc. (e.g. 8/dial pack).

CONTRACT LINE ITEMS (Note: Offeror must complete the below information for each CLIN offered..

Brand: ___**________ Product Number: _____________ Standard Commercial Packaging: _______________ Intermediate Packaging: __________________ Master Shipping Packaging: ____________________

No.

Contract Period

Est. Qty Unit Issue

Unit Price Est.

Total Price

CLIN SUMMARY TOTAL PRICE $__341.00___

(This is the total price that will be used for evaluation purposes.) The above is an example to demonstrate how to fill the information and calculations. It is not intended in any way to be a representation of expected offers or awards.

**Brand: Contractor must supply the brand of battery proposed throughout the life of the contract. If a less expensive substitution is provided the VA expects a cost reduction. No substitutions will be accepted without a written, bilateral modification of the change.

Brand: ___________ Product Number: _____________ Standard Commercial Packaging: _______________ Intermediate Packaging: __________________ Master Shipping Packaging: ____________________

Unit Price Est.

Total Price

Base

333,500

EA

CLIN SUMMARY TOTAL PRICE $___________

Brand: _________ Product Number: ___________ Standard Commercial Packaging: _________________ Intermediate Packaging: ________________________ Master Shipping Packaging: _____________________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________ Product Number: _____________ Standard Commercial Packaging: ___________ Intermediate Packaging: _________________ Master Shipping Packaging: _________________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: _______________ Product Number: ___________________ Standard Commercial Packaging: _______________________ Intermediate Packaging: ______________________ Master Shipping Packaging: __________________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: _______________ Product Number: ______________ Standard Commercial Packaging: __________________ Intermediate Packaging: _________________________ Master Shipping Packaging: ______________________

Unit Price Est.

Total Price

CLIN SUMMARY TOTAL PRICE $___________

Brand: ___________ Product Number: ________ Standard Commercial Packaging: _______ Intermediate Packaging: _________ Master Shipping Packaging: _________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

CLIN MINIMUM PRODUCT DESCRIPTION

X007 ALKN, Alkaline, cylindrical type, 1.5-volt, non-rechargeable, size N. ANSI/NEDA No.910D.

Brand: _______________ Product Number: __________________ Standard Commercial Packaging: _________________ Intermediate Packaging: _______________________ Master Shipping Packaging: ________________________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE: $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________ Intermediate Packaging: _______________ Master Shipping Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

CLIN MINIMUM PRODUCT DESCRIPTION

X017 CR123A LITHIUM, Lithium, cylindrical type, 3-volt, non-rechargeable. ANSI/NEDA No. 5018LC.

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging Amount: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ____________________ Product Number: ____________________ Standard Commercial Packaging: _______________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ___________ Product Number: ________________ Standard Commercial Packaging: _______________________ Intermediate Packaging: ______________________________________ Master Shipping Packaging: ___________________________________

Unit Price

Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ___________ Product Number: ________________ Standard Commercial Packaging: _______________________ Intermediate Packaging: _______________________ Master Shipping Packaging: _______________________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: ___________ Product Number: ______________ Standard Commercial Packaging: _________________ Intermediate Packaging: ________________________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: _______________ Product Number: ____________________ Standard Commercial Packaging: _______________________ Intermediate Packaging: ____________________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Brand: _______________ Product Number: ____________________ Standard Commercial Packaging: _______________________ Intermediate Packaging: ____________________

Unit Price Est.

CLIN SUMMARY TOTAL PRICE $___________

Pricing negotiated/proposed for the most current base or option period will be utilized for any contract extension period exercised.

B.5 ORDERING

Department of Veterans Affairs Denver Logistics Center (DLC) is the only entity with authorization to place orders against the contract(s). The ordering entity can place orders directly with the Contractor.

(a) Delivery orders.

(1) Delivery Orders will be sent electronically to the Contractor. The Contractor must confirm receipt of delivery orders from VA DLC via e-mail within two (2) business days. Upon receipt of delivery order from the DLC, the Contractor shall fulfill the order and ship the items to the DLC address noted.

B.6 SHIPPING REQUIREMENTS:

1. The shipping container shall be clearly marked to indicate the following:

2. A packing list or other shipping document shall accompany each shipment. The packing list/shipping document, shall include the description of material shipped, including name of item, item number, quantity, number of containers, and package number (if any).

(a) If more than one order is shipped per container, each order shall be packed in a separate container or package and must contain an individual packing list for that order.

(b) Failure to provide this document may be documented in the performance record of the contract.

(c) MSDS sheets are to be provided for each battery (CLIN) awarded within 10 days of award.

3. All packaging (base, intermediate and master) must have UPC codes or distinguishable barcodes.

B.7 DELIVERY INFORMATION

(a) Delivery schedule specified on delivery orders issued against resultant contract is the date material is due in, not the shipping date. Orders may be shipped early in order to ensure delivery prior to the due-in date. See below for delivery time frames. Delinquent deliveries may be considered a serious negative performance issue and could result in the requirement for contractual remedies (see FAR 52.212-4), as appropriate.

(b) Delivery is F.O.B. Destination. Delivery location will be specified on orders placed against the contract.

(c) Partial deliveries are authorized; however, the complete order is due within the agreed contract delivery period. Any items not received within the agreed period will be considered delinquent. Packing slips included in partial shipments shall show the purchase order line item numbers for the included products.

(d) Deliveries to the DLC can be made to the following:

Overnight and Common Carrier

(e) Expedited Delivery. When the contract delivery schedule does not meet the urgent delivery requirements of the ordering activity, the Government reserves the right to request accelerated deliveries under this contract. In the event the Government desires expedited delivery, the order activity shall telephonically contact the Contractor and inquire into the feasibility of obtaining accelerated delivery. The Contractor shall respond to the inquiry within 24 hours. If the Contractor agrees to an accelerated delivery schedule acceptable to the ordering activity, no additional shipping charges will be incurred as a result of the accelerated delivery. Failure to provide accelerated deliveries will not affect annual performance evaluations.

(f) Delivery Schedule.

i. Delivery to be made according to the following schedule:

ii. Contractor(s) that do not clearly fall within the required delivery period specified above, will be considered late and this information will be used during performance ratings.

36C79120R0002

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(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;

(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;

(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.

(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.

(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 52.216-18 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 September 1st through August 31st of each year authorized by the VA.

(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.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government…