RFQ 36C24420Q0663 REVISION.docx

36C24420Q0663

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

05-29-2020 Emily Hall 412-822-3763 06-19-2020

04:00 PM

00244 Department of Veterans Affairs Network Contracting Office 4 Acquisition (90C-A) 1010 Delafield Road Pittsburgh PA 15215-1802

X

Y 325120 1000 Employees

N/A

See attached schedule file

00244 Department of Veterans Affairs Network Contracting Office 4 Acquisition (90C-A) 1010 Delafield Road Pittsburgh PA 15215-1802

Austin Payment Center

PO Box 149971 Austin TX 78714-9971

(877) 353-9791

(512) 460-5429

See CONTINUATION Page

Medical Oxygen Please provide IAW Schedule, Statement of Work, and Terms and Conditions

Quotes must be submitted to Emily Hall at emily.hall5@va.gov no later than 4:00 PM on June 19, 2020.

Quotes may be submitted on this document or on the vendor's own form.

For information regarding this solicitation, please contact Emily Hall at emily.hall5@va.gov

NO PHONE CALLS WILL BE ACCEPTED

See CONTINUATION Page

Table of Contents

C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)…………………………….28 C.6 52.217-9 OPTION TO EXTEND THE TERM OF CONTACT (MAR 2000)………….28

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: CONTRACTOR PLEASE COMPLETE

b. GOVERNMENT: Contracting Officer 36C244

Network Contracting Office 4 Acquisition (90C-A) 1010 Delafield Road Pittsburgh PA 15215-1802

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.

Austin Payment Center Department of Veterans Affairs

PO Box 149971 Austin TX 78714-9971

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

Page 1 of

B.2 STATEMENT OF WORK

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

1. SCOPE OF CONTRACT: The Contractor shall provide oxygen for Government-owned cylinders with delivery twice per week. Tanks and gases are to be delivered to Building #1 loading dock at VA Butler Healthcare, 325 New Castle Road, Butler, PA 16001 and VA Butler Healthcare, 353 North Duffy Road, Butler, PA 16001. The contractor is to provide use of Gas Compressed, calibration cylinder E Tank, CGA973 as needed. The Contractor is to provide Nitrogen NF DEWARE refill Airgas, 1 Lt per month. The Contractor is to provide Tank Lung Diffusion DLCO, (Gas Lung Diffusion NIT-CO .3% Meth, 2 times a year. Tanks and gases are to be delivered to Building #1 loading dock at VA Butler Healthcare, 353 North Duffy Road, Butler, PA 16001 and VA Butler Healthcare, 353 North Duffy Road, Butler, PA 16001. Material Safety Data Sheets shall be provided to the Contracting Officer’s Representative (COR) upon request, at no additional charge for all services delivered to both addresses.

The quantities shown in the schedule are estimates of the activity’s annual requirements. There is no express or implied guarantee that these quantities will be purchased. All supplies and services are to be furnished F.O.B. Destination for the base period from date of award for one year with the Government’s option to extend the contract services for four (4) additional one-year option periods.

Contractor will provide 24/7 emergency contact name(s) and telephone number(s).

Additional charges such as delivery fees, hazardous materials fees, fuel surcharges, etc. shall NOT be billed for, or collected from the facilities for orders received under this contract.

2. PRODUCT SPECIFICATIONS: All medical gases shall conform to specifications prescribed in the United States Pharmacopeia and the National Formulary. All medical gas manufacturers and fillers of medical gases shall be registered with the FDA; and all medical gases shall be manufactured, processed, packed, transported, and stored according to the FDA’s Current Good Manufacturing Practice (CGMP) regulations and Title 21, Code of Federal Regulations, Part 210, 211 and 201 for labeling.

In addition, the following specifications apply:

(c) Compressed Gas Association (CGA) Publications G-7 Compressed Air for Human Respiration, dated May, 2008, and ANSI/CCGA G7.1 – Commodity Specification for Air, dated October, 2011.

All products, equipment, and services provided under this contract shall be in compliance with all applicable Federal, State, and local regulations.

3. DELIVERY REQUIREMENTS: The COR shall advise the Contractor of delivery schedule that will best meet the needs of the ordering activity. The Contractor will pick-up the empty tanks and replace them with filled tanks twice per week. The Contractor will not deliver on Federal holidays but will coordinate delivery with the COR to meet the twice per week delivery schedule.

4. GOVERNMENT PROPERTY: The Contractor upon pick up of Government property will visually inspect Government-owned cylinders and report any damage to the COR before removal. The contractor shall be responsible for damaged Government-owned cylinders while in their possession. If a latent defect is discovered by the Contractor up to the determination that a cylinder is non-repairable, the Contractor shall then return the non-repairable cylinder back to the ordering activity or dispose the Government property as instructed by the ordering activity. Return of Government property back to the ordering activity shall be performed at no additional cost to the Government.

In cases where the ordering activity requests that the Contractor dispose of any non-repairable Government-owned property (cylinders, parts, fittings, appurtenances, etc.) the Contractor shall make disposition of the property in accordance with the COR’s instructions at no additional cost to the Government.

5. CYLINDERS:

a. Laws and regulations: Cylinders shall comply with the Department of Transportation (DOT) specifications and shall be maintained, filled, marked, labeled, and shipped to comply with current DOT regulations (Title 49 – Transportation, Code of Federal Regulations). Filling, packaging, labeling, etc. for medical gases shall also comply with the Federal Food, Drug, and Cosmetic Act.

b. Marking: In addition to marking required by the aforementioned laws and regulations, Government owned cylinders will be clearly marked with “VA Butler” as an identifier.

c. Color Coding: Cylinders shall be color coded in accordance with CGA Publication C-9 – Standard Color Marking of Compressed Gas Containers Intended for Medical Use.

d. Valves: Valves shall comply with CGA Safety Bulletin SB-26 and CGA Publication V-1 – Compressed Gas Association Standard for Compressed Gas Cylinder Valve Outlet and Inlet Connections, dated May 2013. Valve protection caps for cylinders designed to receive such caps shall be securely attached to the cylinders in a manner to protect the valves from injury during transit and delivery to the purchaser’s receiving area.

e. Hydrostatic Testing: Government-owned cylinders which are eligible for extended hydrostatic retest period, testing by modified hydrostatic method, or visual inspection in lieu of hydrostatic testing, shall be serviced by the most economical means which will comply with the Department of Transportation regulations (49 CFR 173.34) unless otherwise specified by the ordering activity. When modified or reduced DOT test requirements are contingent upon past usage of the cylinders, a written statement from the ordering activity indicating that the cylinders have been used exclusively for a specific gas may be considered acceptable evidence of the cylinder’s eligibility for modified testing or inspection.

Hydrostatic testing shall be performed in accordance with CGA’s Publication C-1 Methods for Hydrostatic Testing of Compressed Gas Cylinders, February 2016.

Visual inspection shall be performed in accordance with the applicable CGA Publications C-6.1 – Standards for Visual Inspection of High-Pressure Aluminum Compressed Gas Cylinders, dated May 2013.

f. Ownership of Cylinders: Government-owned cylinders shall remain the property of the Government and shall not be exchanged for other cylinders, either Government-owned or Contractor-owned.

g. Method of Transportation: Empty Government-owned cylinders that are picked up from an ordering facility for re-fill or servicing shall be transported according to the Department of Transportation Regulations, using normal commercial practice to prevent damage to cylinders. All transportation charges from empty Government-owned from the ordering facility to the Contractor’s facility shall be at the expense of the contractor.

6. UNLISTED SERVICES: Unlisted service (including palletizing, when needed) are not covered by this contract and should be obtained by the ordering office according to applicable procurement regulations.

7. Government-FURNISHED EQUIPMENT: Through the duration of the contract, the Contractor shall be liable for the integrity, suitability, and safety of Government -owned tank(s) that will ensure compliance with applicable regulations, standards and normal good practices.

8. All equipment and materials required to perform the contract (other than what is specifically listed as Government-furnished property) shall be provided by the Contractor.

9. To permit orderly transition from one Contractor to another, the Contractor shall continue to honor the contract’s monthly equipment rental fee and medical oxygen contract price for a maximum of ninety days beyond the scheduled expiration of the contract period, unless transition from one Contractor to another is completed prior to the ninety day transition period. For any partial month, the Contractor shall prorate the monthly equipment rental fee accordingly. The Contractor shall continue to provide and maintain its equipment during this transition period.

10. CONTRACTING OFFICER’S REPRESENTATIVE (COR): A Contracting Officer’s Representative (COR) shall be designated for the ordering facility. The COR is responsible for local contract administration issues such as ordering and providing specific delivery instructions. A delegation of authority letter that outlines the COR’s specific responsibilities will be provided to the Contractor and COR within three (3) business days after contract award. With three (3) calendar days after contract award, the Contractor shall contact the COR to finalize the ordering method and clarify the specific details of any delivery instructions that are included in the contract schedule. If agreement cannot be reached between the Contractor and COR regarding any issue, the matter shall be referred to the Contracting Officer for resolution.

11. BADGES: All Contractor personnel are required to check in with the VA Police in Building #1 and at the main entrance on 353 North Duffy road, Butler, PA 16001 and wear ID badges provided by the VA Police if contractor personnel will be on campus for purposes other than delivery.

12. INSURANCE REQUIREMENTS:

a. The Contractor agrees to procure and maintain, while the contract is in effect, Worker’s Compensation and Employee’s Public Liability Insurance in accordance with the laws of the governing state.

b. Public Liability Insurance:

(1) The Contractor shall comply with all applicable Federal and State laws with regard to liability arising or resulting from injury to or death of an employee in performing the work under this contract and shall save and hold the Government harmless against any or all loss, cost, damage, claim expense or liability whatsoever, because of accident or injury to persons or property of others occurring in the performance of this contract.

(2) The Contractor will be responsible for all damage to property, which may be done by him, or any employee engaged in the performance of this contract.

c. Before commencing work under this contract, the Contractor shall furnish certification from his insurance company indicating that the coverage outlined in paragraphs (a) and (b) has been obtained and that it may not be changed or canceled without guaranteed thirty (30) days’ notice to the Contracting Officer. The Contracting Officer may waive the requirement if he determines that insurance certifications now on file are acceptable, however, new certifications shall be furnished prior to the expiration date.

13. SERVICE CALLS: Contractor shall provide in the space below the name, location, and telephone number of the office where service calls are to be placed:

NAME:

ADDRESS:

TELEPHONE:

POINT OF CONTACT:

14. GOVERNMENT HOLIDAYS: Services shall not be performed on Federal Holidays. When a holiday falls on a Sunday, the following Monday will be observed as a legal holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a legal holiday by U.S. Government agencies. Also included, would be any other day specifically declared by the President of the United States of America to be a National Holiday. Alternate delivery schedule, due to holidays, must be coordinated through the COR.

15. INVOICE AND PAYMENT: Payment to be made monthly, in arrears, upon receipt of a properly prepared invoice. The invoice must be entered into the OB-10 system ( Austin, Texas) for approval. Delivery receipts will accompany each delivery.

The invoice MUST be itemized to include the following information. Any information listed below not provided on an invoice will render that invoice incomplete and the invoice will be returned for immediate correction.

a. Time period being invoiced for,

b. Description of services,

c. Unit cost billed,

d. Extended amount due,

e. Invoice number, date, and

f. Contract and (VISTA number starting with 529) Obligation number.

B.3 PRICE/COST SCHEDULE

CLIN INFORMATION

B.4 DELIVERY SCHEDULE

Building #1 Loading Dock 325 New Castle Road Butler, PA 16001

VA Butler Healthcare 353 North Duffy Road Butler, PA 16001

casey.feick@va.gov See Schedule

Building #1 Loading Dock 325 New Castle Road Butler, PA 16001

VA Butler Healthcare 353 North Duffy Road Butler, PA 16001

See Schedule

Building #1 Loading Dock 325 New Castle Road Butler, PA 16001

VA Butler Healthcare 353 North Duffy Road Butler, PA 16001

See Schedule

Building #1 Loading Dock 325 New Castle Road Butler, PA 16001

VA Butler Healthcare 353 North Duffy Road Butler, PA 16001

Building #1 Loading Dock 325 New Castle Road Butler, PA 16001

VA Butler Healthcare 353 North Duffy Road Butler, PA 16001

See Schedule

B.5 FACILITY REQUIREMENTS – MEDICAL OXYGEN

SCHEDULE OF ITEMS – MEDICAL OXYGEN

BASE YEAR (09/01/2020 THRU 08/31/2021)

DESCRIPTION

1. MEDICAL OXYGEN, Government -owned aluminum cylinders, size D, 425 Liter

2. MEDICAL OXYGEN, Contractor supplied cylinders, 244 cubic feet (size H or RK), to loan (rent) to the VA a minimum of 20 filled cylinders, estimated refills is 1 per month.

4. Additional Cylinder Services

FIRST OPTION YEAR (09/01/2021 THRU 08/31/2022)

1. MEDICAL OXYGEN, Government -owned aluminum cylinders, size D, 425 Liter

2. MEDICAL OXYGEN, Contractor supplied cylinders, 244 cubic feet (size H or RK), to loan (rent to the VA a minimum of 20 filled cylinders, estimated refills is 1 per month

4. Additional Cylinder Services

4A. Hydrostatic retesting, repainting, and stenciling

4B. Valve replacement, Contractor shall supply and replace any broken, corroded, or non-conforming valve with and 870 toggle valve when hydrostatic retesting is completed.

4C. Fill gauge replacement; all govt.-owned D tanks are fitted with fill gauges. The contractor shall supply and replace any broken, rusted, or corroded gauges. Any gauges broken by the contractor while in their possession will be replaced at no cost to the government.

SECOND OPTION YEAR (09/01/2022 THRU 08/31/2023)

1. MEDICAL OXYGEN, Government -owned aluminum cylinders, size D, 425 Liter

2. MEDICAL OXYGEN, Contractor supplied

4. Additional Cylinder Services

4A. Hydrostatic retesting, repainting, and

4B. Valve replacement, Contractor shall supply conforming valve with and 870 toggle valve when hydrostatic retesting is completed.

4C. Fill gauge replacement; all govt.-owned D shall supply and replace any broken, rusted, or corroded gauges. Any gauges broken by the contractor while in their possession will be replaced at no cost to the government.

THIRD OPTION YEAR (09/01/2023 THRU 08/31/2024)

2. MEDICAL OXYGEN, Contractor supplied

4. Additional Cylinder Services

4A. Hydrostatic retesting, repainting, and

4B. Valve replacement, Contractor shall supply conforming valve with and 870 toggle valve when hydrostatic retesting is completed.

4C. Fill gauge replacement; all govt.-owned D shall supply and replace any broken, rusted, or corroded gauges. Any gauges broken by the contractor while in their possession will be replaced at no cost to the government.

FOURTH OPTION YEAR (09/01/2024 THRU 08/31/2025)

2. MEDICAL OXYGEN, Contractor supplied

4. Additional Cylinder Services

4A. Hydrostatic retesting, repainting, and

4B. Valve replacement, Contractor shall supply conforming valve with and 870 toggle valve when hydrostatic retesting is completed.

4C. Fill gauge replacement; all govt.-owned D shall supply and replace any broken, rusted, or corroded gauges. Any gauges broken by the contractor while in their possession will be replaced at no cost to the government.

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):

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

(End of Clause)

C.2 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)

C.3 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAR 2020)

(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 (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (MAR 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (MAR 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) 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 (MAR 2020) (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 (MAR 2020) of 52.219-9.

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

[] (18) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (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)).

[X] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15 U.S.C. 657f).

[X] (22)(i) 52.219-28, Post Award Small Business Program Rerepresentation (MAR 2020) (15 U.S.C 632(a)(2)).

[] (ii) Alternate I (MAR 2020) of 52.219-28.

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (MAR 2020) (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 (MAR 2020) (15 U.S.C. 637(m)).

[] (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[X] (26) 52.219-33, Nonmanufacturer Rule (MAR 2020) (15 U.S.C. 637(a)(17)) [] (27) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[X] (28) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2020) (E.O. 13126).

[X] (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (30)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

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

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

[X] (32)(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.

[] (33) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

[] (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (35)(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).

[] (36) 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.)

[] (37)(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.)

[X] (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[] (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[] (40)(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.

[] (41)(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.

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

[] (43)(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] (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) [] (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[] (47) (i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

[] (ii) Alternate I (JAN 2017) of 52.224-3.

[] (48) 52.225-1, Buy American—Supplies (MAY 2014) (41 U.S.C. chapter 83).

[] (49)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (MAY 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[X] (ii) Alternate I (MAY 2014) of 52.225-3.

[] (iii) Alternate II (MAY 2014) of 52.225-3.

[] (iv) Alternate III (MAY 2014) of 52.225-3.

[] (50) 52.225–5, Trade Agreements (OCT 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (51) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (52) 52.225–26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

[] (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[] (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

[] (55) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[] (56) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (57) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Oct 2018) (31 U.S.C. 3332).

[] (58) 52.232-34, Payment…