36C24521Q0242.docx

36C24521Q0242

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

36C24521Q0242 02-22-2021 Phillip G Duba 304-263-0811 X2043 03-08-2021 1:00pm

EST

Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg

WV

25405 X 561613 $22 Million N/A X Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 308B Martinsburg

WV

25405 Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 308B Martinsburg

WV

25405

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp http://www.fsc.va.gov/einvoice.asp

See CONTINUATION Page This solicitation is for Armored Car Services in accordance with the Statement of Work for the Louis A Johnson VAMC.

Anticipated Periods of Performance:

BASE: April 1, 2021 - March 31, 2022 OP One: April 1, 2021 - March 31, 2022 OP Two: April 1, 2021 - March 31, 2022 OP Three: April 1, 2021 - March 31, 2022 OP Four: April 1, 2021 - March 31, 2022 All questions are due on Monday, March 1, 2021 by 1:00PM EST to Phillip.Duba@va.gov.

All final technical and price proposals are due no later than Monday, March 8, 2021 by 1:00PM EST to Phillip.Duba@va.gov.

See CONTINUATION Page 540-3610152-4106-842100-2660 010040109 X X X Phillip G Duba Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C245 Phillip G Duba Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg WV 25405

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.

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp http://www.fsc.va.gov/einvoice.asp ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

LOUIS A JOHNSON VA MEDICAL CENTER

ARMORED TRANSPORT SERVICES

STATEMENT OF WORK

1. SCOPE:

This contract is going to be a firm fixed price, Base Plus Four (4) Option Periods.

BASE: April 1, 2021 – March 31, 2022 OP One (1): April 1, 2022 – March 31, 2023 OP Two (2): April 1, 2023 – March 31, 2024 OP Three (3): April 1, 2024 – March 31, 2025 OP Four (4): April 1, 20225 – March 31, 2026

The contractor is to furnish all necessary labor, licensed and bonded personnel, insurance, equipment, transportation, required to provide armored car transportation service for the Louis A Johnson VA Medical Center (LAJVAMC Canteen), 1 Veterans Center Drive, Clarksburg, WV 26301. Service is for the pickup and/or delivery of cash and other financial instruments directly to BB&T Bank (locally). Pickup financial instruments (e.g., cash, coins, checks and other securities) designated for the LAJVAMC from the BB&T Bank, located at 100 S. 4th Street, Clarksburg, WV 26301, and deliver the financial instruments to the LAJVAMC. It is agreed and understood that only one (1) charge per round-trip will be rendered.

a. The scheduled days for delivery and/or pickup will be Monday, Wednesday and Friday of each week. When the delivery and/or pick up fall on a Federal Holiday, the contractor will provide service either Tuesday or Thursday. The Agent Cashier does not require regular pickups/deliveries; rather the Agent Cashier will request, in advance, a pickup or delivery service for a subsequent Monday, Wednesday or Friday, such that the armored car services contractor can service the Agent Cashier during its visit to service the VCS on a Monday, Wednesday or Friday. Pickups and Deliveries for the Agent Cashier must also be performed between 8 AM and 11 AM.

b. The Agent Cashier’s Office is located in room number 1175 and the Veterans Canteen Service is located in room number 1200.

c. Parking must be by the Emergency Room Entrance, the Right side of Hospital, and call 304-623-3461 ex 3890 upon arrival to have the VA Police located in Room number 1230 to be escorted throughout the premises during the performance of services.

2. FEDERAL HOLIDAYS:

The ten (10) holidays observed by the Federal Government are New Year’s Day, Martin Luther King’s Birthday, President’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving, Christmas and any other day specifically declared by the President of the United States to be a national/federal holiday.

3. QUALIFICATIONS:

The contractor shall meet all requirements of federal, state, county and city codes applicable to firms providing the service required by this contract. The contractor must be regularly established in the business called for and financially responsible and have adequate equipment and personnel to furnish service in the volume required by this contract. Contractor must be license and bonded under West Virginia statutes and must provide the Contracting Officer a notarized copy of coverage prior to contract award.

a. PERSONNEL:

The Contractor shall furnish the Contracting Officer or authorized designee, a list of personnel authorized to make pick-ups and deliveries under this contract. All personnel shall be provided with a proper identifiable uniform and individual identification by the Contractor. New and or additional personnel may be added to the list, in writing, anytime during the term of this contract. If during this contract, any personnel who no longer are authorized to make pick- ups is terminated by the Contractor, the Contracting Officer or Designee shall be informed immediately by telephone and follow-up in writing.

b. BADGES:

All contractor personnel authorized for pick-up and delivery of currency to and from LAJVAMC shall wear the Contractor’s pictured identification badge with name, signature and badge number clearly visible, and which is consistent with the name, signature and badge number of the list of authorized agents provided by the contractor.

c. A copy of vendor’s current licenses authorizing vendor to operate as an Armored Transport service provider in the Clarksburg, West Virginia service area.

d. A copy of the vendors current Insurance and Bonding certificates.

e. SUBCONTRACTING: Due to the delicate nature of the services required herein, subcontracting will not be permitted.

4. LOSSES:

The Contractor agrees to assume liability, as hereinafter limited, for any loss, plus damage or destruction of property (hereinafter called “loss”) from the time it is received by him/her until such time as it is delivered to the individual/office designated by the LAJVAMC Canteen to receive same, or, in the event of non-delivery, until its return to the VA; but the Contractor does not assume liability for the property while in safe(s) on the VA’s premises. The sole liability of the Contractor in the event of loss for whatever cause except as hereinafter limited, shall be payment to the VA of the declared value as it appears on the shipment document, which shall not exceed $200,000 liability per shipment.

a. If a shipment is lost or stolen, Contractor shall immediately notify the LAJVAMC Canteen Manager, who will in turn notify the Chief, Fiscal Service, or his designee, who will in turn notify the Medical Center Director’s Office.

b. The VA, in the event of loss or destruction, will cooperate to the fullest extent to which it is capable in reconstructing checks constituting a part of said loss and as to said checks, the contractor’s liability except as limited herein above shall be the payment to the VA of:

1) Reasonable costs necessary to reconstruct the checks plus when the checks are reconstructed, any necessary costs incurred because of stop payment procedures, etc.

2) The face value of checks which cannot be reconstructed.

a) It is understood and agreed by the parties of this contract that the words “reconstruct, reconstructs, and reconstructed” shall mean to identify the checks only to the extent to determine the face value of said checks and identify the maker or the endorser of each.

b) It is further understood and agreed that the word “shipment” wherever used in this agreement, shall mean a single consignment of one or more items of property from one shipper at a time, at one address to one consignee at one destination address.

c) The VA agrees to notify the contractor, in writing, via certified mail, or any claim for loss within twenty-four (24) hours after loss is discovered or should have been discovered in the exercise of due care, and in any event within forty-five (45) days after delivery to the Contractor of the property in connection with which the claim is asserted and unless such notice shall have been given, such claim shall be deemed waived.

5. RISK CONTROL:

a. Task 1 – Liability for Loss:

1) The LAJVAMC Canteen agrees that it will prepare in securely and distinctively sealed and/or locked packages or containers properly tagged or marked with the name of the designated consignee thereof all funds, securities, and/or instruments for prompt delivery to the contractor pursuant thereto.

2) Deposits must be ready at time of pick up. If storage of deposits is required in company vault overnight or weekend, deposit of money will be made morning of workday following pickup. Receipt shall be obtained from bank and delivered to the appropriate Canteen office.

3) Additional unscheduled trips may be required, with no more than two per month. These would be considered emergency pick up. Contractor agrees to make emergency pickups if necessary, at the request of the COR. Emergency pickups are expected to be made within 6 hours of the Contractor being notified.

4) The contractor's responsibility for the safekeeping of shipment shall commence when the contractor has received the same and a receipt (for example, a Chain of Custody, or similar document) provided and shall terminate when delivery is completed.

5) A record of all deliveries and pickups will be maintained in an accountable register furnished by the contactor.

6) Contractor will provide LAJVAMC Canteen personnel with a listing of names and identification of authorized messengers.

7) All firearms shall be holstered or secured while inside the medical center.

8) Bagged money returned to LAJVAMC Canteen must be handled carefully in such a manner to prevent rolled coins from breaking open.

9) The Contractor agrees to assume the liability for any loss, according to the terms of this Agreement of the securely sealed container(s) from the time contractor signs for and receives physical custody of the sealed container(s) and responsibility terminates when the LAJVAMC Canteen or its designated consignee takes physical possession of the sealed container(s) and signs Contractor's receipt. If it is impossible to complete the delivery, contractor shall be responsible for any loss until the sealed container(s) is returned to the VA or its designated agent and a signed receipt obtained.

10) While the sealed container(s) is stored in the LAJVAMC Canteen premises, contractor does not assume the liability for any loss. If the LAJVAMC Canteen conceals or misrepresents any material fact or circumstance concerning the property or container, or the contents thereof, contractor will have no liability for any loss in any way related to such fact or circumstance.

11) Under no circumstance will the Contractor be liable to LAJVAMC Canteen for lost profits or for any indirect, incidental, consequential, special, punitive or exemplary damages: such as, but not limited to, loss of revenue, loss of interest, lost data, data transmission error of anticipated profits or loss of business.

12) The sole liability of the Contractor in the event of loss for whatever cause except as herein after limited, shall be payment to the LAJVAMC Canteen of the declared value as appears on the shipment document, which shall not exceed the liability per shipment and in any event will not exceed the maximum liability amount of $45,000.

b. Task 2 - Notification if Lost or Stolen:

If the shipment is lost or stolen: Contractor shall immediately notify the LAJVAMC Canteen or designated LAJVAMC Canteen Manager, who will in turn notify the Chief, Fiscal Service at VA or such other appropriate LAJVAMC Canteen authority.

c. Task 3 – Event of Loss or Destruction

1) The LAJVAMC Canteen, in the event of lost or destruction, will cooperate to the fullest extent to which it is capable in reconstructing checks constituting a part of said loss and as to said checks, the Contractor's liability except as limited herein above shall be the payment of the LAJVAMC Canteen of:

2) Reasonable costs necessary to reconstruct the checks plus when the checks are reconstructed, any necessary costs incurred because of stop payment procedures, etc., not to exceed $10,000

3) The face value of check, which cannot be reconstructed.

a) It is understood and agreed by the parties of this contact the words "reconstruct, reconstructs and reconstructed" shall mean to identify the checks only to the extent to determine the face value of said checks and identify the maker or the endorse of each or other relevant information to allow Contractor to recover any and/or all item(s) or cash associated with loss.

b)It is further understood that the LAJVAMC Canteen agrees to notify the Contractor, in writing, via certified mail, of any claim for loss within four (4) calendar days after loss is discovered or should have been discovered or should have been discovered in the exercise of due care, and in any event within forty-five (45) days after the pick-up by Contractor of the securely sealed container of property in connection with which the claim is asserted and unless such notice shall been given, such claim shall be deemed Waived.

6. CONTRACTOR PERSONNEL AND VEHICLE:

The contractor’s personnel shall be professional in appearance. While in performance of services the contractor personnel shall be in uniform with insignia of company. The contractor’s vehicles shall be identified with the transporter’s logo and applicable state permits while in performance of services.

7. APPLICABLE DOCUMENTS, STANDARDS, LAWS AND/OR REGULATIONS:

The following are a list of various applicable standards, policies, regulations, and/or governing bodies. This list is not all-inclusive; therefore, it is the responsibility of the contractor to ensure all applicable standards, policies, regulations, and/or governing bodies not listed here are adhere to. Furthermore, the contractor is responsible to adhere to all current addition of applicable standards, policies, regulations, and/or governing bodies.

a. VA Handbook 0730, Security and Law Enforcement, Appendix B

b. https://www.ncjrs.gov/pdffiles1/Digitization/43348NCJRS.pdf

8. ADDITIONAL REQUIREMENTS:

a. REPORTING REQUIREMENTS: The Contracting Officer’s Representative (COR) and Points of Contact assigned will be provided in writing to the contractor in a separate letter, within 10 days of award. Upon arrival at the facility to perform any contracted services, the Contractor shall check in by calling 304-623-3461, ext. 3890 upon arrival to have the VA Police located in Room number 1230 escort the Contractor throughout the premises during the performance of services. This check in shall be conducted before performing any services on site. This check-in is mandatory. When the service is completed, the Contractor shall document services rendered on a legible Service Report. A legible signed service report shall be provided directly to the COR at the e-mail addresses monthly. This report shall include date and time of service and a description of work accomplished.

b. The responsibilities of the Contracting Officer (CO) are to administer the contract and ensure that the contractor performs in accordance with contract documents. The CO is the only responsible official for the Government in all-contractual matters that involve change, direction, work performance, time and money. All correspondence and any questions shall be directed to the CO for advisement.

c. The Contracting Officer is the only person authorized to change the terms and conditions of the contract. This includes adding/deleting of locations, changing of locations pick up or delivery. All changes will be made in writing via a modification to the contract. Any services performed without the Contracting Officer’s approval and /or authorized modification will be at the expense of the contractor.

d. Any technical questions pertaining to this contract should be directed to the Contracting Officer's Representative (COR) as delegated by the CO. (Refer to Delegation of Authority issued after award). The COR has duties and limited responsibilities as detailed in the Delegation of Authority, which the Contractor is cautioned to read. The Contractor may be held liable if they follow direction for which the COR has no authority to issue.

9. SPECIFICATIONS:

a. The contractor shall provide delivery and/or pickup Monday – Wednesday - Friday of each week:

Louis A. Johnson VA Medical Center 1 Medical Center Drive Clarksburg, WV 26301

b. The contractor shall deliver deposits and make pickups (Coin, cash, etc.) to:

BB&T Bank 100 South 4th Street Clarksburg, WV 26301

c. Services shall be performed on Monday-Wednesday-Friday (three times weekly) between the hours of 8:00 am and 11:00 am, except on Federal Holidays, as listed above.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ARMORED CAR SERVICES FOR VETERANS CANTEEN SERVICE AND AGENT CASHIER AT THE CLARKSBURG VA MEDICAL CENTER. ALL WORK TO BE PERFORMED IN ACCORDANCE WITH THE STATEMENT OF WORK.

PSC: V127

Contract Period: Base POP Begin: 04-01-2021 POP End: 03-31-2022

ARMORED CAR SERVICES FOR VETERANS CANTEEN SERVICE AND AGENT CASHIER AT THE CLARKSBURG VA MEDICAL CENTER. ALL WORK TO BE PERFORMED IN ACCORDANCE WITH THE STATEMENT OF WORK.

Contract Period: Option 1 POP Begin: 04-01-2022 POP End: 03-31-2023

ARMORED CAR SERVICES FOR VETERANS CANTEEN SERVICE AND AGENT CASHIER AT THE CLARKSBURG VA MEDICAL CENTER. ALL WORK TO BE PERFORMED IN ACCORDANCE WITH THE STATEMENT OF WORK.

Contract Period: Option 2 POP Begin: 04-01-2023 POP End: 03-31-2024

ARMORED CAR SERVICES FOR VETERANS CANTEEN SERVICE AND AGENT CASHIER AT THE CLARKSBURG VA MEDICAL CENTER. ALL WORK TO BE PERFORMED IN ACCORDANCE WITH THE STATEMENT OF WORK.

Contract Period: Option 3 POP Begin: 04-01-2024 POP End: 03-31-2025

ARMORED CAR SERVICES FOR VETERANS CANTEEN SERVICE AND AGENT CASHIER AT THE CLARKSBURG VA MEDICAL CENTER. ALL WORK TO BE PERFORMED IN ACCORDANCE WITH THE STATEMENT OF WORK.

Contract Period: Option 4 POP Begin: 04-01-2025 POP End: 03-31-2026

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.204-2 SECURITY REQUIREMENTS (AUG 1996)

(a) This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret."

(b) The Contractor shall comply with (1) the Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (DOD 5220.22-M), and (2) any revisions to that manual, notice of which has been furnished to the Contractor.

(c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

(End of Clause) C.2 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014) 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 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

(End of Addendum to 52.212-4)

C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (NOV 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 2020) (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 (JUN 2020), 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 (JUN 2020) (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.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (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. (JUN 2020) (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.

[X] (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 (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 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 (JUN 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 (JUN 2020) of 52.219–9.

[] (v) Alternate IV (JUN 2020) of 52.219–9.

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

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[X] (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)).

[] (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 (NOV 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)).

[] (26) 52.219-33, Nonmanufacturer Rule (MAR 2020) (15 U.S.C. 637(a)(17)) [X] (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.

[X] (31)(i) 52.222–35, Equal Opportunity for Veterans (JUN 2020) (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 (JUN 2020) (29 U.S.C. 793).

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

[] (33) 52.222–37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

[X] (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 (OCT 2020) (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.)

[] (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 (MAY 2020) (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 (JUN 2020) (E.O. 13513).

[] (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.

[] (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).

[X] (55) 52.229–12, Tax on Certain Foreign Procurements (JUN 2020).

[] (56) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[] (57) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (58) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Oct 2018) (31 U.S.C. 3332).

[] (59) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

[] (60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[] (61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[] (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

[] (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx.