36C10G24R0014 02.docx

36C10G24R0014

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

01-04-2024 Shemika Wray

(202) 288-2144 02-05-2024 3:00 pm

EST

36C10G U.S. Department of Veterans Affairs OPAL | Strategic Acquisition Center

10300 Spotsylvania Ave | STE 400 Fredericksburg VA 22408-2697

X

334220 1250 Employees

N/A

36C10G U.S. Department of Veterans Affairs OPAL | Strategic Acquisition Center

10300 Spotsylvania Ave | STE 400 Fredericksburg VA 22408-2697

VAFSC

U.S. Department of Veterans Affairs Financial Services Center

PO BOX 149971

(see Section B.3 invoicing/payment) Austin TX 78714-8917 1 (877) 489-6135

See CONTINUATION Page

Title: Medical Emergency Alert Device Period of Performance: Base with four, one (1) year options

See CONTINUATION Page

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

The Strategic Acquisition Center (SAC) Contracting Officer (CO) is responsible for providing overall scope oversight, maintaining communication between contractors and the United States Department of Veterans Affairs (VA), ensuring contract compliance, administering base contract and modifications, and ensuring that annual performance evaluations are completed at the base contract level. The CO reserves the right to designate a Contracting Officer’s Representative (COR) at the IDIQ contract. The CO will issue a designation letter to the COR and the contractor to ensure that all parties understand the limited authority of the COR.

The IDIQ contract may only be modified by written modification, executed by a SAC warranted CO. The contractor shall not provide products that are not expressly stated in the contract or order. A COR does not have the authority or means to obligate the Government or change the terms and conditions of the IDIQ contract.

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer: Brian C. Love Strategic Acquisition Center Email: Brian.Love@va.gov

Contract Specialist: Shemika Wray Strategic Acquisition Center Email: Shemika.wray@va.gov

COR: To be assigned at time of award Veterans Health Administration (VHA) Email: TBD

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.

5. MINIMUM GUARANTEE: The minimum guaranteed amount is $2,500.00. Orders shall be determined by department needs. The Government has no obligation to award orders beyond the minimum guaranteed amount. The Government’s obligation for the minimum guaranteed amount applies only in year one ordering period of the contract. If the Contractor receives total orders for less than the minimum amount in year one, the Government will pay the difference between the amount ordered and the minimum amount guaranteed for the year one ordering period of the contract.

6. CONTRACTING OFFICER AUTHORITY

The SAC CO for the contract shall be the only individual authorized to direct/redirect the efforts under the base contract and in any way modify the items or terms of this base contract.

7. SUCCESSOR CONTRACTING OFFICER

The CO who signed this contract is the primary CO for the contract. Nevertheless, any CO assigned to the SAC and acting within his/her authority may take formal action on this contract when a contract action needs to be taken and the primary CO is unavailable.

8. EXTENT OF OBLIGATION

The Government is obligated only to the extent of authorized purchases actually made under the resultant contract. A minimum guarantee in accordance with (IAW) Federal Acquisition Regulation (FAR) 16.504(a)(1) of $2,500.00 will be placed against this contract per awardee upon award if the Indefinite Delivery, Indefinite Quantity (IDIQ) contract. The parties agree that the Government will fulfill its obligation to order a minimum quantity by paying the Contractor $2,500.00 at the end of the ordering period, unless it orders one unit or a combination of units that exceeds $2,500.00 before that time, which would otherwise fulfill the obligation. In accordance with FAR 16.504(a)(4)(ii), the maximum aggregate value for all orders awarded under the contract shall not exceed $178,460,000.00. The Government’s obligation for the minimum guaranteed amount applies only to the base period of the contract.

Source of Supply - The contractor must provide a source of supply of the established item(s) from which to satisfy the Government for the performance period of the resultant IDIQ. If however, the contractor anticipates terminating production of an established item(s) and contemplates replacement with alternative item(s), VA reserves the right to evaluate the potential replacement item(s).

9. PERIOD OF PERFORMANCE

The Government contemplates a five (5) year contract which includes a one-year base year period and four (4) one year option periods.

10. CONTRACT PRICES

The offered prices will apply throughout the life of the contract, including all four option years.

11. FEDERAL, STATE, LOCAL LAWS, AND REGULATIONS

The contractor shall conduct Medical Emergency Alert Device (MEAD) business operations that adhere to all applicable Federal, State, local laws, and regulations.

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

B.2 PRODUCT DESCRIPTION

B.2.1 The U.S. Department of Veterans Affairs (VA), Prosthetics Sensory Aid Service (PSAS) requires the acquisition of Medical Emergency Alert Devices (MEAD). The intent of this action is to streamline the purchase of MEADs to Veterans throughout the VA health care system. The Veterans Health Administration (VHA) manages the United States’ largest integrated healthcare system, providing care at 1,298 healthcare facilities, including 171 medical centers and 1,113 outpatient sites of care of varying complexity (VHA outpatient clinics), serving approximately 9 million enrolled Veterans each year.

B.2.2 The objective of this procurement is to ensure availability and consistency of the device nationwide and to obtain volume-based standardized pricing by establishing an enterprise-wide Indefinite Delivery Indefinite Quantity (IDIQ) contract. VHA desires to continue the practice of achieving cost avoidance while simultaneously balancing clinician considerations for obtaining quality medical supplies.

B.2.3 SCOPE OF WORK

The offeror shall provide an uninterrupted supply of products and delivery of MEADs as specified in description of supplies. The offeror shall conduct business operations that adhere to all applicable Federal, State, and local laws and regulations. The offeror shall provide a neck pendant device and a wristband device. The offeror shall provide instruction manual(s) for each Medical Emergency Alert Device (MEAD) offered. The instructions must be written in English and Spanish. The offeror will provide a Toll-Free Customer Service number from 8:00 am Eastern to 5:00 pm Pacific.

The offeror shall provide device warranties for a minimum of one (1) year. The offeror shall offer a MEAD option for when the device is still under warranty and after the warranty is expired. All damaged MEADs within the warranty period will be replaced at no cost to the veteran or the VHA. The device shall meet safety requirements that do not have pinch points or sharp edges and when wearing is latex-free or made of hyposensitive material.

B.2.4 DESCRIPTION OF SUPPLIES

The commodity to be acquired is a Medical Emergency Alert Device which meets and includes the following Minimum Technical Requirements (MTR) as described below. While MTRs are required other device functions more than the MTRs are also acceptable.

MINIMUM TECHNICAL REQUIREMENTS (MTR)

B.2.5 PERIOD OF PERFORMANCE

The period of performance will be 5-years which consists of an ordering period of one (1) base year and four (4) option years.

B.2.6 DELIVERY REQUIREMENTS

Standard Delivery: Delivery shall be directly to the Veteran or the VA Medical Center in the Continental United States and U.S. Territories to include delivery to Philippines and Puerto Rico.

1) Delivery shall be Free on Board (FOB) destination to the address indicated on the delivery order.

2) Deliveries will be shipped using a mail tracking system to identify location and proof of delivery. The contractor shall retain proof of delivery and shall provide the information upon request from the VA.

3) Regular deliveries shall be made within 10 business days after receipt of a delivery order and expedited delivery within 3 business days.

4) The Government acceptance of all delivery orders shall take place at the delivery point.

Alternate Delivery: To meet the needs of Veteran patients across the VA healthcare system, there may be times the local Prosthetic and Sensor Aids Service (PSAS) will require delivery to an alternate location.

The goal is to have the medical alert devices delivered directly to the Veteran once the prescribing practitioner has assessed, evaluated, and made a determination that the veteran needs the device. In the event a device cannot be delivered directly to the veterans home then the ordering practitioner will have the item provided via the alternative delivery such as prosthetics department within the individual VAMC.

All delivery procedures shall safeguard Protected Health Information (PHI) and Personally Identifiable Information (PII). PII is any information pertaining to an individual that is retrieved by the individual’s name or other unique identifier, as well as PHI regardless of how it is retrieved. PII is protected by the Privacy Act.

B.2.7 INFORMATION SECURITY CONSIDERATIONS

The Contractor shall safeguard Protected Health Information and Personally Identifiable Information. The Department of Veterans Affairs defines personally identifiable information as: “information which can be used to distinguish or trace an individual's identity, such as their name, social security number, biometric records, etc. alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, such as date and place of birth, mother’s maiden name, etc."

Protected Health Information - PHI is a subset of Health Information, including demographic information collected from an individual, that:

(1) is created or received by a health care provider, health plan, or health care clearinghouse (e.g., a HIPAA-covered entity, such as VHA); (2) relates to the past, present, or future physical or mental condition of an individual, or provision of or payment for health care to an individual; and, (3) identifies the individual or where a reasonable basis exists to believe the information can be used to identify the individual. NOTE: VHA uses the term PHI to define information covered by the Privacy Act and the Title 38 confidentiality statutes in addition to HIPAA.

Personally Identifiable Information - PII is any information pertaining to an individual that is retrieved by the individual’s name or other unique identifier, as well as PHI regardless of how it is retrieved. PII is a subset of personally identifiable information and is protected by the Privacy Act.

The HIPAA Privacy Rule defines Protected Health Information as PII transmitted or maintained in any form or medium by a covered entity, such as VHA. NOTE: VHA uses the term protected health information to define information that is covered by HIPAA but, unlike PII, may or may not be covered by the Privacy Act or Title 38 confidentiality statutes. In addition, PHI excludes employment records held by VHA in its role as an employer.

If invoice follow up is required with the ordering activity, transmission will be done by fax or encrypted email. Contractor shall encrypt email by purchasing licenses of Virtru Pro to initiate encrypted emails to VA. Government will not reimburse Contractor for purchases of Virtru Pro licenses. See www.virtru.com

B.2.8 PRODUCT REMOVAL OR RECALL

For any product awarded under this contract removed or recalled by the manufacturer due to defects in the product or potential dangers to patients, or if any required removal or recall is suggested or mandated by a regulatory or official agency, the manufacturer agrees to take following steps immediately:

Notify the Contracting Officer (CO) at the Strategic Acquisition Center in writing, by the most expeditious manner possible.

Provide copies of the notification to CO, CS, COR, and Manager at Product Recall Office, all Agencies and VA Facilities who purchased the product, which include, but not be limited to the following:

1) Complete item description and/or identification, order numbers from customers and the contract number assigned as a result, of an issuance on the solicitation.

2) Reasons for modifications, removal, or recall; and

3) Necessary instructions for return for credit, replacement, or corrective action.

A copy of the notification will be provided to:

Manager, Product Recall Office National Center for Patient Safety Veterans’ Health Administration 24 Frank Lloyd Wright Drive Ann Arbor, MI 48106

B.2.9 REPORTS

VA requires the contractor to submit the quarterly sales reports (QSR) in the approved format listed in Attachment 1- IDIQ Quarterly Sales Reporting (QSR) Tool. The QSR shall include the Contract Line-Item Number (CLIN), description of item, part number, quantity sold, unit cost and station location. The QSR shall be submitted in accordance with the Government fiscal calendar year. See below:

The contractor agrees that they shall adhere to this requirement. The contractor shall provide a QSR, after the end of each fiscal quarter ending December, March, June, and September and no later than the submission due dates.

Reports shall be sent electronically to the SAC IDIQ Government points of contact, Contract Specialist and Contracting Officer identified in section B.1 and VA Program Advisory Services (PAS) at VA003B1DEmp@va.gov; until the contractor is notified, in writing, of a different point of contact.

The contractor shall identify the remittance amount and submit the QSR to CO and CS for review prior to remitting the Service Level Agreement (SLA) fee in pay.gov. Read Section C, SAC 18-01 SAC Service Level Agreement Fee clause.

SAC Quarterly SLA Payments Process: In accordance with clause SAC 18-01 Service Level Agreement Fee and Submission of Quarterly Sales Reports, the website listed below should be used to provide help/clarification about using the Pay.gov website to send the required quarterly SAC SLA Fee payments. Should your team need assistance please feel free to reach out directly to Pay.gov as the contact information is listed below for their helpdesk in addition to a link to their help/FAQ page.

Pay.gov Customer Services: 800-624-1373 (Toll free, Option #2) Email: pay.gov.clev@clev.frb.org Pay.gov Hours (ET): 8:00 AM – 7:00 PM Monday – Friday Website for questions: https://www.pay.gov/public/help/faqs.

The current company ID for the SAC is listed below. Please share this information with your banking institution as payments may not be processed without it. SAC Company ID: 0360010477.

A Pay.gov conformation receipt is required for all payments and must be included in the quarterly sales report notification to the SAC Contracting Officer and Contract Specialist which is 60 calendar days after the quarter has ended. These are firm dates and must be properly adhered to by the Contractor.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Neck Pendant Medical Emergency Alert Device Base Ordering Period Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Wristband Medical Emergency Alert Device Base Ordering Period Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Neck Pendant Medical Emergency Alert Device Ordering Period 1 Contract Period: Option 1 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Wristband Medical Emergency Alert Device Ordering Period 1 Contract Period: Option 1 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Neck Pendant Medical Emergency Alert Device Ordering Period 2 Contract Period: Option 2 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Wristband Medical Emergency Alert Device Ordering Period 2 Contract Period: Option 2 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Neck Pendant Medical Emergency Alert Device Ordering Period 3 Contract Period: Option 3 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Wristband Medical Emergency Alert Device Ordering Period 3 Contract Period: Option 3 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Neck Pendant Medical Emergency Alert Device Ordering Period 4 Contract Period: Option 4 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Wristband Medical Emergency Alert Device Ordering Period 4 Contract Period: Option 4 POP Begin:

POP End:

PRINCIPAL NAICS CODE: 334220 - Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing PRODUCT/SERVICE CODE: 7G20 - IT and Telecom - Network: Analog Voice Products (Hardware and Perpetual License Software)

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.2 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

(a) Definitions. As used in this clause— Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means—

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another’s network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity’s possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115–232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115–232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

(c) Exceptions. This clause does not prohibit contractors from providing—

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:

(i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products or commercial services.

(End of Clause) C.3 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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; 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)…