36C24724Q0089_1.docx

36C24724Q0089

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

509-24-2-104-0007

11-21-2023 Brenda Carter None 12-01-2023 4:00p

CST

Department of Veterans Affairs Tuscaloosa VA Medical Center 3701 Loop Road East Tuscaloosa AL 35404-5088

X

811210 $34 Million

N/A

Department of Veteran Affairs Charlie Norwood VA Medical Center 950 15th Street Downtown

Augusta GA 30904

Department of Veterans Affairs Tuscaloosa VA Medical Center 3701 Loop Road East Tuscaloosa AL 35404-5088

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page Contractor shall provide preventative maintenance to a fleet of ventilators at the Charlie Norwood VAMC.

PLEASE REFERENCE B.2 PRICE COST DELIVERY SCHEDULE AND

STATEMENT OF WORK.

Contractor must provide letter authorizing them to work on the make & model ventilators, stated in the below SOW.

THIS IS 100% SDVOSB SET-ASIDE AND REGISTERED AS SDVOSB

TO BE CONSIDERED FOR AWARD.

All questions pertaining to this solicitation must be submitted by 4:00PM CST, Monday, November 27, 2023.

See CONTINUATION Page

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C247 Department of Veterans Affairs Tuscaloosa VA Medical Center 3701 Loop Road East Tuscaloosa AL 35404-5088

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.

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

Statement of Work Charlie Norwood VAMC Ventilator Service Contract Background: The Charlie Norwood VAMC (CNVAMC) at 950 15th Street, Augusta GA is currently seeking to procure a full coverage service contract for their fleet of ventilators as listed below. This service contract shall allow continued respiratory care at this facility with minimal down time on the ventilators covered.

A. Scope of Work:

1. Contractor shall provide safe effective products and services of the highest possible quality on a timely basis that meet or exceed the requirements and expectations of its customers and patients, and that follow applicable international, federal, state, and local regulations.

For services that will be performed during normal working hours, the Contractor (or Representative) shall sign-in and obtain a vendor work report form and an identification badge at the Biomedical Engineering Section office, Bldg. 801, Room 1B162, telephone (706) 733-0188, ext. 3342. The supplied identification badge shall be always worn while on station. After the completion of service, the Contractor shall return to the Biomedical Engineering Section office to sign-out, provide a completed vendor work report form signed by both the Contractor or representative and the Department EIL or alternative representative and return their badge. A representative of the Biomedical Shop must sign the service report before contractor leaves the facility. Failure to follow these procedures may result in delay of payment or nonpayment.

For service required after normal working hours, the Contractor is required to report to the Police & Security office at the main entrance to obtain an ID badge. Contractor is required to return the badge to Police & Security. Both the check-in and check-out procedures defined above are mandatory and will be strictly enforced. Payment of invoices may be delayed if the appropriate reports are not properly completed and submitted to the Biomedical Engineering Section as required above.

2. PREVENTIVE MAINTENACE: Contractor shall provide preventive maintenance (PM) services performed by a factory trained service representative/service technician. These service individuals must be factory trained on all items listed in the equipment schedule. PM services provided must also abide by all the following criteria.

a. All P.M. service shall be performed during normal V.A. working hours of 8:00 a.m. to 4:30 p.m. (deviations must be approved in advance by Contracting Officer).

b. P.M. inspections will be made in accordance with schedule listed in section 6. EQUIPMENT. During the P.M. visit, the contractor shall perform preventive maintenance to correct any equipment malfunctions and assure that the equipment meets manufacturer's factory specifications. Any calibration procedures or adjustments necessary to assure accurate and reliable equipment operation will be performed at this time.

c. P.M. procedures used to perform work under this contract are required to be submitted. Two copies of the P.M. procedures used must be presented in writing to the Contracting Officer within 10 days of contract issue. Failure to provide these procedures may result in delay of payment or non-payment.

d. During the P.M. visit, the contractor will replace such parts as may be necessary for the satisfactory functioning of the equipment. 10K and 15K rebuilds excluded. (See section 5 PARTS for quality of parts).

e. The contractor shall call Engineering Department, Downtown Division, at phone (706) 733-0188, ext. 3342, two (2) days in advance to confirm that the equipment can be serviced at a time that is agreeable to the VA and the contractor.

3. CORRECTIVE MAINTENANCE: Contractor shall provide emergency services initiated at the request of the Contracting Officer. Within these emergency services the contractor shall furnish all labor, material, repair parts (except where noted), equipment (not to include operating supplies), and travel necessary to correct any equipment to operational condition. The contractor shall guarantee that at the conclusion of any emergency maintenance performed that the equipment will meet manufacturer's factory specifications. Emergency services must also abide by all the following criteria.

a. After each service call, the contractor will submit a list containing each part installed to the VA Engineering Department office as noted above.

b. The contractor is required to provide Biomedical Engineering Department with any service representative's name, address, and phone number so the VA Medical Center can obtain emergency maintenance service after normal VA working hours. The contractor is responsible for notifying Engineering Department within 24 hours of any changes in the emergency response information.

c. Emergency service coverage will be eight (8) hours a day, five (5) days a week, not including federally recognized holidays. Any service not covered under this contract must have prior approval of the Contracting Officer before any work is performed. Thirty (30) minute response time by phone and 24-hour response time on station is required. Response time is defined as time vendor is first notified until time vendor responds.

4. WORK REPORTS: Contractor shall provide a complete and detailed service report to the Biomedical Engineering Department within 72 hours of completed corrective or preventive maintenance. Which shall include but is not limited to; working technicians name, date of services performed, unique identifier of equipment being worked on (serial number or asset number), location service was provided at, parts used in conjunction with service, initiate cause of equipment failure if applicable, resolution to equipment failure (including all measurables in relation to preventive maintenance services).

5. PARTS: Contractor shall maintain a sufficient stock of all parts meeting or exceeding the original manufacturer's design and specification needed for repair and maintenance of the equipment or be able to secure needed parts within one calendar day. VA reserves the right to inspect the contractor's facility to confirm the parts are locally available.

6. EQUIPMENT: Contractor shall provide documentation to the Contracting Officer with the bid certifying that the service representative or service technician has been trained and certified in the performance of this work by the equipment manufacturer. The contractor shall be able to fully service and PM the following types of ventilator devices:

· Hamilton Medical Inc - MR1 Ventilator

· Smith’s Medical - PARAPAC Ventilator

· Vyaire Medical Inc - LTV 1150 Ventilator

· Vyaire Medical Inc - LTV 1200 Ventilator

· Philips Respironics - V60 Ventilator

7. Contractor shall not be obligated to provide services under this Agreement for:

a. Damage to or destruction of instrument(s) covered where such damage or destruction is:

i. A result of or caused by fire or explosion of any origin, riot, civil commotion, aircraft, war, or any Act of God including but not limited to lightning, windstorm, hail, flood, earthquake, or

ii. Caused by the VAMC misuse or abuse of such instrument;

1. Decontamination due to spillage;

2. Interpretation of data;

3. Installation of unauthorized field modifications;

4. Accessories not listed nor included in agreement.

8. If the service vendor maintains that the problem is with the reagents, calibrators, operator error, or controls, the burden of proof is on the vendor. If the equipment, however, is found to be at fault, the vendor is required to pay for all tests sent out during the dispute period.

B. Equipment to be covered under this contract:

C. Safety Requirements The Contracting Officer or his/her designee will notify the contractor of any noncompliance with the foregoing provisions and the action to be taken. The Contractor shall, after receipt of such notice, immediately correct the conditions to which attention has been directed. Such notice, when served on the Contractor or his/her representative at the site of the work, shall be deemed sufficient for the purpose aforesaid. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all and any part of the work and hold the Contractor in default.

D. Period of Performance The estimated period of performance for this contract must be March 1, 2024 – February 28, 2029.

E. Place of performance Charlie Norwood VA Medical Center 950 15th Street Augusta, GA 30904 F. Hours of Operation Warehouse deliveries are accepted between 8am and 3:30pm, Monday through Friday, excluding holidays.

Hospital normal hours of operation are between 8am and 4:30pm, Monday through Friday, excluding holidays.

Federal Holidays

NOTE: When any of the above holidays fall on a Saturday it will be observed on the preceding Friday; holidays that fall on a Sunday will be observed on the following Monday. Any holidays declared by Presidential Executive Order shall be observed in the same manner as the holidays listed above.

G. Inspection

Unless a particular time is specified in the contract, the Contractor must notify the COR within thirty (30) days of acceptance of the contract. A confirmation of performance will be evaluated annually in accords to the requirements specified in section A: Scope of Work. This inspection will grade the contractor’s ability to meet all graded criteria.

H. Invoices

1. Payment will be made upon receipt of a properly prepared detailed invoice, prepared by the Contractor, validated by the Contracting Officer’s Representative (COR), and submitted electronically through OB-10 (https://portal.tungsten-network.com/).

2. A properly prepared invoice will contain:

a) Invoice Number and Date

b) Contractor’s Name and Address

RECORDS MANAGEMENT AND CONTRACT SECURITY

1. A. Contractor shall comply with VA Handbook 6300.1 Records Management Procedures and VA Handbook 6500.6 Contract Security. Both can be found at:

https://www.va.gov/vapubs/search_action.cfm?dType=2 **Note: This link is the complete list of VA Handbooks and are in sequential order.

**Instructions for accessing VA Handbooks at link listed above:

· • Click on link above and once it is opened, please scroll down on the left side until you get to VA Handbook 6300.1.

· • Once there, go to the PDF Format Column and click on PDF.

· • VA Handbook 6300.1 will then ask you to open or save the document.

B. Please follow the same instructions listed above for accessing VA Handbook 6500.6.

· All contractor employees working on this requirement are required to complete mandatory annual training entitled, “VA Privacy and Information Security Awareness” and “HIPPA Training” prior to providing service for each year of the contract with copies sent to the COR for each and available for audit as requested. The course numbers are VA10203 and VA 10176. You must select that you are a contractor. Contractor employees are to self-enroll into TMS via the link: https://www.tms.va.gov/learning/user/SelfRegistrationUserSelection.do

· A VA employee will escort the contractor when contractor is required to enter/work in sensitive areas.

B9. IDENTIFICATION, SMOKING AND VA REGULATIONS

The Contractor's FSE shall wear visible identification always while on the premises of the Augusta VA Medical Center. Contractor shall contact the Contracting Officer’s Representative (COR) upon contract award, to receive instructions on how to obtain a VA Identification Badge during the performance of this contract. Augusta VA Medical Center is a smoke free campus which includes both tobacco and e-cigarettes; tickets can be issued by Police Services. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court. Photography or Video on medical center premises is strictly prohibited. Additionally, pursuant to 38 CFR 1.218(b) (23) Use of recording devices of any kind to record patients or employees is strictly prohibited.

END OF STATEMENT

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

Ventilator Equipment/Model:

Hamilton-MR1 SSN: 3605

Contract Period: Base POP Begin: 03-01-2024 POP End: 02-28-2025

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

PARAPAC SSN: 1501324

PARAPAC SSN: 1412144

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

LTV 1150 & 1200 (36) SEE SOW FOR SERIAL NUMBERS AND MODELS

Contract Period: Base

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

V60 (6) SEE SOW FOR SERIAL NUMBERS AND MODELS

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

Contract Period: Option 1 POP Begin: 03-01-2025 POP End: 02-28-2026

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

LTV 1150 & 1200 (36) SEE SOW FOR SERIAL NUMBERS AND MODELS

Contract Period: Option 1

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

Contract Period: Option 2 POP Begin: 03-01-2026 POP End: 02-28-2027

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

LTV 1150 & 1200 (36) SEE SOW FOR SERIAL NUMBERS AND MODELS

Contract Period: Option 2

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

Contract Period: Option 3 POP Begin: 03-01-2027 POP End: 02-28-2028

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

LTV 1150 & 1200 (36) SEE SOW FOR SERIAL NUMBERS AND MODELS

Contract Period: Option 3

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

Contract Period: Option 4 POP Begin: 03-01-2028 POP End: 02-28-2029

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

LTV 1150 & 1200 (36) SEE SOW FOR SERIAL NUMBERS AND MODELS

Contract Period: Option 4

MAINTENANCE CONTRACT FOR Preventive maintenance, emergency repair service & calls, labor, travel and parts on the ventilator equipment.

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 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.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (SEP 2023)

(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 products and commercial services:

(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 (NOV 2021) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

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

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 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 products and commercial services:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (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).

[X] (8) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[X] (9) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[] (11) [Reserved] [] (12) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[] (13) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (14) [Reserved] [] (15)(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.

[] (16)(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.

[X] (17) 52.219-8, Utilization of Small Business Concerns (SEP 2023) (15 U.S.C. 637(d)(2) and (3)).

[] (18)(i) 52.219–9, Small Business Subcontracting Plan (SEP 2023) (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 (SEP 2023) of 52.219–9.

[] (19)(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.

[] (20) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[] (21) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[X] (22) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) (15 U.S.C. 657f).

[X] (23) (i) 52.219–28, Post-Award Small Business Program Rerepresentation (SEP 2023) (15 U.S.C. 632(a)(2)).

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

[] (24) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

[] (25) 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 (OCT 2022) (15 U.S.C. 637(m)).

[] (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[] (27) l(26) 52.219–33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

[X] (28) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[] (29) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (DEC 2022) (E.O. 13126).

[X] (30) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (31)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

[X] (32)(i) 52.222–35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

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

[X] (33)(i) 52.222–36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

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

[X] (34) 52.222–37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

[X] (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (36)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (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).

[X] (37) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

[] (38)(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.)

[] (39) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[] (40) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[] (41)(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.

[] (42)(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.

[] (43) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

[] (44)(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] (45) 52.223–18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

[] (46) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (47) 52.223-21, Foams (JUN 2016) (E.O. 13693).

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

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

[] (49)(i) 52.225-1, Buy American—Supplies (OCT 2022) (41 U.S.C. chapter 83).

[] (ii) Alternate I (OCT 2022) of 52.225–1.

[] (50)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (DEC 2022) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 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 [Reserved].

[] (iii) Alternate II (DEC 2022) of 52.225-3.

[] (iv) Alternate III (JAN 2021) of 52.225-3.

[] (v) Alternate IV (OCT 2022) of 52.225-3.

[] (51) 52.225–5, Trade Agreements (DEC 2022) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (52) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (53) 52.225–26, Contractors Performing Private…