36C24220Q0156-001.docx

36C24220Q0156

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

632-20-1-080-0001 36C24220Q0156 12-1 -2019 Tina Cavalieri 914-737-4400 x2065 12-23-2019

8AM

36C242 Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904 X 334516 1000 Employees N/A X See Delivery Schedule

36C242 Department of Veterans Affairs James J. Peters VA Medical Center Network Contracting Office 2 130 West Kingsbridge Road Bronx NY 10468-3904

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

See CONTINUATION Page VISN 2 Downstate POC Glucose Testing Requirements contract.

This is for a base plus four year contract.

POP 2/1/2020 through 1/31/2025 The contract is for the following sites:

Northport East Orange New Jersey Manhattan Brooklyn Bronx Hudson Valley CBOC's See CONTINUATION Page X X X 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 36C242 Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904

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.

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

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

B.2 STATEMENT OF WORK

VISN 2 Down State

STATEMENT OF WORK

POINT OF CARE GLUCOSE TESTING

A. Scope

The Contractor shall provide approximately 284 glucose point-of-care glucose testing meters (glucometers), reagents, standards, controls, supplies, parts, accessories and any other item required for the proper operation of its’ contractor owned testing meters and peripherals necessary for the generation of fingerstick glucose cost per test (CPT) services. The glucose testing system shall be defined by the 1988 Clinical Laboratory Improvement Act (CLIA) to ensure the broadest range of users throughout each Medical Center. VISN 2 Down State consists of the following Veterans Administration (VA) medical facilities: Bronx, Hudson Valley (Montrose and Castle Point), New Jersey (East Orange and Lyons), New York Harbor (Manhattan and Brooklyn), Northport, as well as their respective Community Based Outreach Clinics (CBOC).

B. Definitions CBOC: Community Based Outreach Clinics CPT: Cost Per Test FS: Finger Stick, capillary method POC: Point-of-Care VA: Veterans Administration WBG: Whole Blood Glucose

C. General Requirements

The methodology must be a rapid, reliable, and state of the art. Currently, Point-Of-Care (POC) Whole Blood Glucose (WBG) testing by capillary finger-stick method is performed on all in-patients and out-patients seen at participating CBOCS. The glucose testing system consists largely of POC glucose meters, computer (workstations and server) hardware and software platforms.

D. Glucose Testing System (meter)

1. Glucose testing system (meter) shall provide accurate test assay result for sample specimens up to the manufacturer's defined maximum test per hour without excessive malfunctions, breakdowns, or service calls.

2. The glucose meter shall be CLIA waived to ensure a broad range of users.

3. All models of glucose testing systems (meters) shall be capable of producing accurate and reproducible assays on capillary blood samples by finger-stick method utilizing established in vitro diagnostic methods. Sample size shall be within industry standards. The meter shall have the capability of utilizing both capillary and venous samples.

4. The application of sufficient sample, the strip must have the ability to detect an adequate sample, must be acknowledged by the meter.

5. Test time from application of sample to result must be within a reasonable and acceptable timeframe (seconds) and no longer than 60 seconds.

6. The meter shall be portable in a carrying case shall be supplied for each meter.

7. A meter with a rechargeable battery supply is preferred. Battery life shall be visible to the user on the operating screen.

8. The meter shall have lock out capability to prevent access by unauthorized and/or uncertified users.

9. The meter should have the option of user override to continue testing in case of emergency (i.e. HL-7 interface failure or any related downtime).

10. Contractors shall provide a minimum six-month supply of glucose testing strips with the same lot number sequestered for each site.

11. The glucose testing strip package and/or vials shall indicate the lot number, expiration date (unopened), expiration date (opened), and a bar code to facilitate the user in identifying the strip in use.

12. The user shall be locked out from use of the meter if quality control performance has exceeded 24 hours, one or both levels of quality control fail, and if calibration is past due and/or the strip lot number is unrecognized by the meter.

13. Contractor shall provide a written clear and concise, minimal and effective calibration procedure(s) and daily maintenance routine during implementation.

E. Performance

1. Meter shall have the capability to read a barcode (specifically those in use and produced by VA and within VISN 2 Down State) in order to accurately match the identification of the patient with the glucose result. For example, read an in-patient wrist band and an out-patient VA VIC (VA Identification Card) card.

2. The meter shall provide critical alerts to the user at both the low (hypoglycemic) and high (hyperglycemic) levels. The critical level shall be determined by each facility and the meter shall have the capability of a user alert when a critical level is resulted by the meter. This notification shall be designed to alert the user to take appropriate action for patient care.

3. The acceptable hematocrit range shall be 20% to 65% with no limitations over the full glucose measurement range (10 to 600 mg/dL).

4. The contractor shall provide six-point linearity materials twice annually included in the cost per test. Linearity will determine the Analytical Measurement Range (AMR) and shall be within the range stated by the contractor.

5. The linear range shall be from 10 mg/dL to 600 mg/dL.

6. The meter to meter validation shall meet the Correlation Coefficient (r ) of less than 1.0 during initial installation.

7. The meter to glucose analyzer validation shall meet Correlation Coefficient of less than 1.0 during initial installation.

8. Contractors shall provide an inter-laboratory Quality Assurance (QA) program for Quality Control.

9. Contractor shall state all medications and/or other substances that may interfere with the accuracy and specificity of the result obtained from their meter.

F. Service

1. The contractor shall provide customer support via telephone, available 24/7 for troubleshooting defective meters and defective docking stations.

2. When a defective meter cannot be repaired with customer support, a new meter shall be sent to the site within 5 working days.

3. The defective meter shall be returned to the contractor only if identifiable patient information can be deleted from the meter, as verified by the sites Information Security Officer (ISO). If this cannot be verified, the meter shall be turned over to the ISO for destruction.

4. The contractor shall provide customer support via telephone, available 24/7 for troubleshooting middleware failures. For example, failure to upload patient result, failure to recognize new lot number, failure to receive patient results in middleware, and others.

5. All replacements and customer support service shall be included in the cost per test.

6. All replacements of meters and docking stations shall be new and not refurbished.

7. Return shipping at the expense of the contractor shall be included in cost per test.

G. Data Management

1. Glucose results shall be viewed and printed (if necessary) in a VA compatible data management system. We require a data management system currently compatible with our current Vista laboratory information system.

2. The data management system shall provide a reliable interface in compliance with VA regulations and shall be provided by the contractor. The interface shall include any middle-ware and software required to send the glucose result to the patient’s automated medical record in a timely manner.

3. The HL-7 interface shall be bi-directional.

4. Prior to upload, the operator should be able to scroll back to access a patient’s result.

5. The middleware and/or operating system shall have capability of generating error logs and reports.

6. The meter shall have a docking station to allow the upload of the patient glucose result in less than 2 minutes.

7. If the system is wireless, the wireless data transmission, the instrument must be FIPS compliant.

8. Future Upgrade: Contractor shall provide all future system, or other technology upgrades at no additional charges to VISN 2 Downstate. If the original instruments provided under the awarded contract become unsupported and/or obsolete, the contractor will provide instrument upgrades at no additional charges to VISN 2 Downstate. The offer shall include the potential to include a wireless connection mirroring the original standard hard-wired connection. If the original instruments provided under the awarded contract are still supported or not obsolete but an upgraded instrument is developed, the Contractor will provide this new instrument upon request at the same discounted rate percentage as the original instrument.

9. The contractor shall provide all equipment including, but not limited to:

a. Meters

b. Docking Stations

c. All cables and connections

d. Computer hardware (servers and workstations).

e. Contractor shall provide a diagram of proposed hardware, its data flow and how their system operates)

f. Software and all software update for the life of the contract.

H. Connectivity

1. Data is downloaded from the POC glucose meter through docks and workstations installed throughout each facility in VISN 2 Down State and/or wireless interfaces to a VISN POC Glucose system central stand-alone server. A Health Level 7 ( HL7) interface must exist between the POC Glucose system that is bi-directional. This interface must be real-time for the transferring data to VistA and Computerized Patient Record System (CPRS) into the electronic VA patient record.

2. All computer workstations are physically connected to each other and to a file server with management capabilities by twisted-pair, coaxial, or fiber optic cables to form a local area network (LAN). MDIA VLAN (Medical Device Isolation Architecture Virtual Local Area Network) communication is governed by a managing protocol and a network operating system. The file server processes and stores data in a database, stores applications programs, and by running the network operating system program, allows multi-user data access. Since the file server supports the whole network, failure of an individual workstation does not disable the entire system. All of the data gathered at any workstation can be sent to the file server through the network. File servers have access to long-term data storage.

I. Middleware and/or Operating System

1. The Glucose Testing System (meter) requires middleware and/or an operating system, the middleware and/or operating system shall be provided by the contractor and included in the cost per test.

2. The maintenance and/or upgrade of the middleware and/or operating system shall be included in the cost per test for the life of the contract.

3. The license for middleware shall be included in the cost per test, and the annual renewal of the licenses, if required.

4. The middleware and or/operating system shall be compatible with the current HL-7 system in place at each site (VistA and CPRS).

5. The glucose testing system shall be validated and comply with all applicable FDA and UL (Underwriters Laboratories) regulations pertaining to medical devices and VA Medical Device Isolation Architecture.

6. The Contractor shall maintain their equipment in accordance with the Conformance Standards Section, by furnishing all necessary labor, management, equipment, tools, materials, repair service, tools, instruments, software and hardware updates and parts for service in accordance with the terms, conditions and schedule of this Statement of Work. The contractor shall provide repair service such as adjusting, replacing parts, and maintaining the equipment, including all intervening calls necessary between regular services and calibrations.

J. Infection Control

1. The meter shall be easy to clean, with readily available disinfectant wipes without leakage inside the meter. The contractor shall state the minimal cleaning requirements and the allowable disinfectant products for the meter. The contractor shall state if different cleaning procedures are required to disinfect for potential C. difficile or other bacteria.

K. Transition and Implementation Requirements

1. We require the inclusion of all test strips and supplies necessary for initial validation and all required regulatory validations (for example, linearity, meter to meter correlation, meter to analyzer correlation, precision, accuracy, etc.) in the cost per test.

2. We require the lot number of strips used for the initial validation to be the same lot number as the first six-month supplied.

3. Travel expenses incurred by the contractor to accomplish any part of installation shall be the responsibility of the contractor.

4. The implementation of the services and requirements described in this solicitation shall be completed no later than 90 days after the award of the Contract. This timeline is based on a reasonable attempt of the Contractor to complete all the necessary implementation requirements within the stated timeframe. Contractor shall not be penalized for implementation timelines that extend beyond the 90-day timeframe, if the extension is through no fault of the Contractor and is a result of delays due to the Government.

5. Upon award of a Contract, the transition period of at least 90 days, but not limited to, for the awarded Contract to have all equipment and peripherals installed and operational shall be from date of award through 90 days. During this same period all initial training of VA personnel in the operation and maintenance of said award shall also be completed.

6. Contractor shall provide each site with its quotation along with an implementation plan for installation of new equipment. Contractor’s submitted plan shall be performed, but not limited to, 90 days. This will include the transition of all services under the awarded Contract including installation and training of personnel, transition of all testing materials, reagents and supplies, etc., performance of all correlations and validations. Failure of the Contractor to conform to the transition period shall be considered as sufficient cause to terminate Contract for cause under the Termination for Cause clause of the Contract.

7. At the end of 90 days from award of the Contract, the awarded Contractor shall have full and sole responsibility for services under the awarded Contract.

L. Training

1. Contractors shall provide a user training plan detailing the level and extent of training offered.

2. We require a vendor supported training plan that includes in-dept training for the point-of-contact Ancillary testing Coordinator and the Nurse Educators.

3. We require a vendor supported training plan that includes user training to all three shifts and weekends, approximately 90% of all users identified at each site.

4. We require vendor support on go-live date, with sufficient representation at emergency department, intensive care units, and other areas where critical patient testing may be performed.

5. We require a detailed operating procedure manual in WORD format.

M. Future Enhancements

1. During the contract period, in the event there is a major enhancement, upgrade or change in the operation of the meter, the contractor shall provide user training to all three shifts and weekends, approximately 90% of all users identified at each site.

2. During the contract period, in the event the contractor receives FDA clearance for meter and/or testing strips for use on patients defined as critically ill, the contractor shall provide this enhancement and/or upgrade at no additional charge for meters, strips, control, linearity, software, middleware, hardware, or training all users, if required.

a. Definition of Critically Ill Patient:

All of the VISN 2 Down State medical centers treat critically ill patients, defined as:

· Mean arterial pressure of <60 or Systolic <90 mm Hg

· On vasopressors

· With hypothermia (Temperature < 95 F or 35 C)

· With lactic acid over 4.0

· With ejection fraction less than 15%

· With mottling

· Anaphylaxis

· Patients with impaired peripheral circulation example include but not limited to patients with severe dehydration as a result of diabetic ketoacidosis, hyperosmolar non-ketotic syndrome, hypotension, shock, decompensated heart failure NYHA Class IV or peripheral arterial occlusive disease.

There are known clinical situations that interfere with meter performance. Many of these are common in critically ill patients, but they may also occur in other conditions. Rather than just use a clinical definition of critically ill, it is more relevant to consider the clinical circumstances known to cause errors BGM use. Patients at risk for these errors may not only be in intensive care units and may not only be acutely ill, since conditions affecting BGM performance may be present in chronically ill patients and outpatients.

· Capillary or finger stick samples should not be used for BGM in patients with altered perfusion or conditions significantly affecting the normal ratios of plasma constituents. These conditions may be associated with peripheral vascular disease, hypotension or shock, dehydration, hypothermia, hyperglycemic and hyper-osmolar states, edema, and vasopressor treatment.

· Very low or high hematocrits that either interfere with strip blood diffusion or change blood water content and glucose measurements

· Hypoxia and acid base disturbances interfering with certain glucose methodologies

· Drugs or other substances such as acetaminophen, triglycerides, uric acid levels, vitamin C, and icodextrin, that, when elevated, can interfere with specific meter and strip technology.

· Altered protein or lipid levels that can also affect plasma water and strip performance

· Sedation or abnormal mental status that may mask clinical signs of hypoglycemia and make it difficult to correlate meter results with clinical presentation

Workload Data

VISN 2 Downstate

GLUCOSE POINT OF CARE

ANNUAL WORKLOAD REPORT

CONTACT INFORMATION

ATC/OPD Supv/Ref Coord 631-261-4400 ext. 4117 Laura.Schriffen@va.gov Dolores M Grant, MS MT (ASCP) Laboratory Manager 631-261-4400 ext. 2885 Dolores.Grant@va.gov

Technical Specialist/ATC 718-584-9000 Ex. 6295/6296 Adedotun.Adekunle@va.gov Desiree Flores (COR) Logistics Acquisitionist.

718-584-9000 ext. 6411 Desiree.Flores@va.gov

ATC

973-676-1000 ext. 2813 Elise.tomczak@va.gov

NY HARBOR

Manhattan

Aristides Vera, MHA MLS (ASCP) BS

ATC

212-686-7500 ext. 6411 aristides.vera@va.gov Curtis Johnson Administrative Officer 718-836-6600 x3965 (NY) x4822 Curtis.johnson@va.gov

NY HARBOR

Brooklyn

Cindy Huynh, MLS (ASCP)

ATC

718-836-6600 ext. 6126 Cindy.huyn2@va.gov

Hudson Valley

Evans Ashong Laboratory Manager 845-831-2000 Ext. 5488 Evans.ashong@va.gov

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Glucose Point-of-Care Testing System Cost Per Test

12 MONTH BASE PERIOD

DESCRIPTION OF COST ELEMENTS

ESTIMATED COST ($)

JJP VA Medical Center Bronx, NY

103,789

VA New Jersey Healthcare System

115,000

VA NY Harbor HCS Brooklyn

43,600

VA NY Harbor HCS Manhattan

35,500

Northport VA Medical Center

55,827

VA Hudson Valley Healthcare System

18,136

BASE PERIOD TOTAL

Glucose Point-of-Care Testing System Cost Per Test

OPTION PERIOD ONE

DESCRIPTION OF COST ELEMENTS

ESTIMATED COST ($)

JJP VA Medical Center Bronx, NY

103,789

VA New Jersey Healthcare System

115,000

VA NY Harbor HCS Brooklyn

43,600

VA NY Harbor HCS Manhattan

35,500

Northport VA Medical Center

55,827

VA Hudson Valley Healthcare System

18,136

OPTION PERIOD ONE ESTIMATED TOTAL

Glucose Point-of-Care Testing System

OPTION PERIOD TWO

DESCRIPTION OF COST ELEMENTS

ESTIMATED COST ($)

JJP VA Medical Center Bronx, NY

103,789

VA New Jersey Healthcare System

115,000

VA NY Harbor HCS Brooklyn

43,600

VA NY Harbor HCS Manhattan

35,500

Northport VA Medical Center

55,827

VA Hudson Valley Healthcare System

18,136

OPTION PERIOD TWO ESTIMATED TOTAL

Glucose Point-of-Care Testing System

OPTION PERIOD THREE

DESCRIPTION OF COST ELEMENTS

ESTIMATED COST ($)

JJP VA Medical Center Bronx, NY

103,789

VA New Jersey Healthcare System

115,000

VA NY Harbor HCS Brooklyn

43,600

VA NY Harbor HCS Manhattan

35,500

Northport VA Medical Center

55,827

VA Hudson Valley Healthcare System

18,136

OPTION PERIOD THREE ESTIMATED TOTAL

Glucose Point-of-Care Testing System

OPTION PERIOD FOUR

DESCRIPTION OF COST ELEMENTS

ESTIMATED COST ($)

JJP VA Medical Center Bronx, NY

103,789

VA New Jersey Healthcare System

115,000

VA NY Harbor HCS Brooklyn

43,600

VA NY Harbor HCS Manhattan

35,500

Northport VA Medical Center

55,827

VA Hudson Valley Healthcare System

18,136

OPTION PERIOD FOUR ESTIMTED TOTAL

ESTIMATED GRAND TOTAL FOR FIVE YEARS

B.4 DELIVERY SCHEDULE

BASE YEAR: FEBRAUARY 1, 2020 THROUGH JANUARY 31, 2021

OPTION PERIOD ONE: FEBRUARY 1, 2021 THROUGH JANUARY 31, 2022

OPTION PERIOD TWO: FEBRUARY 1, 2022 THROUGH JANUARY 31, 2023

OPTION PERIOD THREE: FEBRUARY 1, 2023 THROUGH JANUARY 31, 2024

OPTION PERIOD FOUR: FEBRUARY 1, 2024 THROUGH JANUARY 31, 2025

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 2019)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[X] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (AUG 2018) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JAN 2017) of 52.219-9.

[] (v) Alternate IV (AUG 2018) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2019) (15 U.S.C. 657f).

[] (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C 632(a)(2)).

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (DEC 2015) (15 U.S.C. 637(m)).

[] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (DEC 2015) (15 U.S.C. 637(m)).

[] (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[] (26) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (OCT 2019) (E.O. 13126).

[] (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[] (28)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

[] (ii) Alternate I (FEB 1999) of 52.222-26.

[] (29)(i) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

[] (ii) Alternate I (JULY 2014) of 52.222-35.

[] (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

[] (ii) Alternate I (JULY 2014) of 52.222-36.

[] (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

[] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (33)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).

[] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[] (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

[] (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[] (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[] (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (OCT 2015) of 52.223-13.

[] (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-14.

[] (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42 U.S.C. 8259b).

[] (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-16.

[X] (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) [] (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (44) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[] (45) (i) 52.224-3, Privacy Training (JAN…