36C24726Q0038.docx

36C24726Q0038

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

508-26-1-537-0001 36C24726Q0038 09-09-2025 Marcus Watts 334-725-3166 09-16-2025 1:00

EDT

Department of Veterans Affairs Central Alabama Health Care System 215 Perry Hill Road Montgomery

AL

36109-3798 X X 238160 $19 Million N/A X Department of Veterans Affairs Atlanta VA Medical Center 1670 Clairmont Road Decatur

GA

30033 Department of Veterans Affairs Central Alabama Health Care System East Campus 2400 Hospital Road Tuskegee

AL

36083-5001

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 repair maintenance on roofs at the Atlanta VA Medical Center IAW Statement of Work.

This is a Service-Disabled Veteran Owned Small Business set-aside.

VA Notice of Limitations on Subcontracting - Certificate of Compliance: To be eligible for evaluation and consideration for award, offerors must return the entire Limitations on Subcontracting Certificate of Compliance clause containing a fully completed certification at the time offers are due or the offer will be rejected and not forwarded for evaluation.

In addition to completing the offeror ‘fill-in’ requirements for this clause, offerors must insert the offeror’sname in the brackets containing the following verbiage “[Insert Name of Offeror]” to have a fully completed certification.

See CONTINUATION Page 508-3660162-537-851100-2580 0100J0092 x x x Marcus Watts Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

Left Blank Intentionally

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 Marcus Watts Department of Veterans Affairs Central Alabama Health Care System

215 Perry Hill Road Montgomery AL 36109-3798

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:

Page 1 of Page 1 of

STATEMENT OF WORK FOR

Preventative & Corrective Roof Maintenance Service Contract

1. REQUIREMENT:

This requirement for a base plus one year service contract for the preventative and corrective maintenance of existing roofs at the Atlanta VA Medical Center located in Decatur, Georgia; the Fort McPherson VA Clinic in Atlanta, Georgia; and the Trinka Davis Veterans Village in Carrollton, Georgia. Contractors shall only use no odor adhesive repair materials for the work performed as part of this contract.

2. BACKGROUND:

2.2. Preventative maintenance is required on 234,000 SF over 53 different roof sections located at the Atlanta VA Medical Center. This work must be scheduled in advance and taken place during normal business hours.

2.3. Corrective maintenance is required at the Atlanta VAMC, Fort McPherson VA Clinic, and Trinka Davis Veterans Village. This work will be on an as needed and will encompass both non-emergent and emergent basis.

2.3.1 Location and Background:

2.3.1.1 Three (3) roofs located at the Atlanta VA Medical Center: Building A has three (3) separate tiers of various ages and conditions totaling approximately 21,000 SF; Building B has five (5) separate tiers of various ages and conditions totaling approximately 15,000 SF; and Building C single tier over the 12th floor various conditions with numerous pieces of equipment totaling approximately 12,500 SF,

2.3.1.2 Five (5) roofs located at the Fort McPherson VA Clinic: all buildings have a pitched roof and are approximately 14 years old: building 125 approximately 15,000 SF (note that there is a portion that is approximately 8,000 SF); building 128 approximately 15,000 SF; building 129 approximately 15,000 SF; building 130 approximately 15,000 SF; building 131 approximately 18,000 SF

2.3.1.3 Eleven (11) roofs located at the Trinka Davis Veterans Village: All buildings have a pitched roof of terracotta tiles and TPO Bladder Flat roofs and are approximately 14 years old totaling approximately 116,451 SF. Terracotta Roofs approximated at 51,148 SF: Patient Waiting Area & Entrance 1; Clinic Corridor 2 & 3; D-House 4; B-House 9; A-House 10; C-House 5; Gathering Place/Library 7; CLC Corridor 6&8; Ambulatory CLC Entrance 11. 60 Mil TPO Roofs approximated at 65,303 SF: Clinic; Facility Operations Building; D-house; B-House; A-House; C-House; Awning; Parking Deck.

2.3.2 The work will need to be completed on either a planned and/or scheduled basis or emergent basis depending on the severity.

3. PERIOD OF PERFORMANCE:

3.1 Period of performance is based upon award date and shall not exceed one (1) base year plus one (1) option year to complete all items listed under ‘Performance Requirements’.

3.2 Hours Of Operation: Roof repair services shall be performed Monday through Friday, apart from National Holidays (see National Holiday schedule below), between the hours of 7:00 a.m. – 4:30 p.m. The Contractor may work during the weekends (Saturday & Sunday) during the hours of 8:00 a.m. – 4:30 p.m., with advance notice to the COR/POC. Emergent work will be completed under the specified CLIN and must be submitted/approved by COR or the identified station POC

3.3 National Holidays: Work that falls on any Federal holiday will require additional coordination with the COR/POC. The 12 holidays observed by the Federal Government are as follows:

New Years Day Martin Luther King Jr.’s President’s Day Memorial Day Juneteenth Day Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Day Christmas Day Or any other day specifically declared by the President of the United States to be a National Holiday.

4. PLACE OF PERFORMANCE:

4.1. Atlanta VA Medical Center

1670 Clairmont Rd Decatur, GA 30033 POC: Josh Thibedeau

4.2. Fort McPherson VA Clinic

1701 Hardee Ave SW Atlanta, GA 30310 POC: Daryl Lewis

4.3. Trinka Davis Veterans Village

180 Martin Dr.

Carrollton, GA 30117 POC: Adam Doty

5. PERFORMANCE REQUIREMENTS:

5.1. Contractor: will provide their own tools, materials, labor, and supervision. The Contractor must have completed a similar contract in scope, size, and complexity within the past 5 years. Contractor must be licensed and insured to do roofing work in the state of Georgia. The Contractor must provide documentation to show that 70% of their business is allocated to roofing work. Contractor can submit a Site Specific Safety Plan that incorporates all locations within 10 business days after the contract is awarded for approval by the VA Safety and Facilities teams. The COR shall inspect all work and may reject if the quality of work does meet industry standard. Each roof repair will be under warranty for 1 year. Vendor will provide all services required to include, but not limited to:

5.2 : Survey and Procedures

5.2.1 Preventative Maintenance (CLIN 0001 in base year): Contractor to provide site specific safety plan, schedule and preventative maintenance plan within 10 business days of contract award to complete the following work:

5.2.1.1 Atlanta VAMC: Emergency Department Roof – 6,900 SF 27-30 year old fully adhered EPDM; Platinum Clinic Roof – 3,900 SF 24-27 year old single ply membrane

5.2.1.1.1 Roof Inspection and Preventative Maintenance

a. Metal edge flashing components – incidental tears, splits, and breaks in the membrane flashings will be repaired with appropriate repair mastics and membranes.

b. Incidental tears and splits in the flashing membrane will be repaired with appropriate repair mastics and membranes, Incidental open or split flashing strip-ins will be repaired with appropriate repair mastics and membranes. Unsecured rooftop equipment will be secured. Exposed fasteners will be sealed. Intermittent voids in termination bar and counter flashings sealant will be resealed.

c. Roof membrane maintenance repairs – incidental tears, breaks and splits in the flashing membrane will be repaired with appropriate repair mastics and membranes. Incidental splits and blisters that threaten the roof integrity will be cleaned, primed and repaired with appropriate repair mastics and membranes. Intermittent voids in metal projections (hoods and clamps) sealants will be resealed.

5.2.1.1.2 Housekeeping

a. Remove of all debris from the roof membrane

b. Removal of debris from the roof drains and gutters on flat roofing

c. All debris will be disposed of at contractor’s expense off station and adhere to all EPA standards

5.2.1.1.3 Roof Inspection Reporting

Contractor will submit a comprehensive report for every roof inspected which will include photos and documentation of all repairs made.

5.2.2 Corrective Maintenance at the Atlanta VAMC, Ft. McPherson VA Clinic, and Trinka Davis Veterans Village:

5.2.2.1 Routine/Scheduled

5.2.2.1.1 IR Scan

a. Scan area with an IR Camera, mark all wet areas on the roof surface with visible paint markings, verify all wet areas with core cuts, secondary verification with a nuclear gauge, take Thermograms of wet areas and standard photos, provide a drawing package with all the information.

b. Submitted repair plan to COR/POC within 5 business days of site investigation

c. Repair Plan components: report of current state, recommended repair, cost of repair, projection of how long the repair will hold, and means/methods of the roof repair activities.

d. VA COR will review the repair plan and provide comments within 4 business days of receipt. Only minor repairs (i.e. repairing minor leaks, replacing missing shingles, sealing flashing, or fixing isolated areas of damage without major structural changes), would be allowable under this contract and if during any inspections or emergency situations, it’s discovered that a major roof repair would be needed, a separate construction procurement would be pursued

5.2.2.2 Emergent Leak Response

a. Contractor will provide the COR with a single 1-800, 24 hour-a-day phone numbers to which leaks can be reported.

b. Contractor to respond within 24 hours of notification that there is a leaking roof. Contractor is expected to have a repair plan submitted to the VA within 36 hours of notification of the VA that there is a leaking roof.

c. Only minor repairs (i.e. repairing minor leaks, replacing missing shingles, sealing flashing, or fixing isolated areas of damage without major structural changes), would be allowable under this contract and if during any inspections or emergency situations, it’s discovered that a major roof repair would be needed, a separate construction procurement would be pursued

d. Each roof repair shall be completed within 2 business days of initial notification that there is a leak. Contractor to notify VA point of contact and/or COR if there will be any deviation from the proposed timeframes and if the roof repair can be expedited. The Contractor shall provide an after-action report in writing outlining what was done and reference the affected area of the roof. It is imperative that the roof be repaired as quickly as possible.

e. The Medical Center will provide specifications to the Contractor for each roof that shall be repaired. It is the responsibility of the Contractor to provide the VA with a submittal of the roof repair plan for approval, the timeline to get the materials shipped, and the cost to expedite the shipment (when possible). The VA will respond within 2 business days with approval or rejection.

f. Placement of Orders: The estimated quantity of roof repairs indicated in the Price Schedule will not be needed all in one delivery, but as the Medical Center continues to experience damaged roofs. The Government anticipates ordering, and the Contractor furnishing, approximately $50,000 of roof repairs annually. Roof repair orders shall be placed on an “as-needed / as requested” basis.

g. Orders for roof repairs a the VA properties covered shall be placed by the COR/POC. While notifications can be done both verbally and in writing, repairs will only be approved in writing via email. Roof repair orders shall be placed on an “as-needed / as requested” basis.

h. The interior of the building shall be protected for the duration of the repair. Any repairs required as a direct result in failure to protect the interior of the building for the duration of the repair work will be the responsibility of the Contractor.

i. Contractor shall notify COR/POC upon completion of roof repair for a quality inspection.

j. Contractor shall contact the COR/POC during adverse weather conditions while repairs are underway to prevent any safety issues during roof repair and preventing damage to the interior of the building.

k. Debris & Waste Removal: The Government shall not provide receptacle(s) for disposal of debris related to this contract. Removal of all debris / waste away and off Medical Center grounds is the Contractor's responsibility. Any debris left after the roof repair shall be cleaned up thoroughly and removed from the Medical Center. At the end of each occasion, the Contractor will remove all debris from the Medical Center site resulting from the work at the end of each day.

l. The Contractor shall preserve and protect all structures, equipment, and vegetation on or adjacent to the work site, which is not to be removed and which does not interfere with the work required under this contract. The Contractor will take extreme precaution when repairing the roof not to hit, damage, mark or knock structures, equipment, and vegetation. Due to security requirements the Contractor cannot have any materials or equipment delivered directly to the Medical Center

5.3 CHECK-IN REQUIREMENTS:

Contractor and all Contractor’s Service Personnel shall check in and out with Engineering prior to performing and upon completion of all required service. This information is required to contact mechanics in case of an emergency during regular hours.

5.4 SAFETY REQUIREMENTS:

5.4.1 Contractor shall ensure all tools and equipment are secured at all times. Tools and equipment shall be removed from open areas or stored in secured location during breaks, lunch, and/or at the end of each workday. All debris shall be removed from the facility upon completion of service each day. Contractor shall ensure proper signage, barriers, and/or blockage of service area is provided where applicable, especially at hoist way doors and clearly visible to ensure patient/employee safety is adhered to.

5.4.2 The Contractor shall meet all safety requirements of the Department of Veterans Affairs, OSHA, and the State of Georgia. It is incumbent upon the Contractor to be familiar with these requirements. "Safety" shall also include the Contractor having a safety representative who maintains regular and routine contact with the Safety Officer of the Medical Center.

5.4.3 Adequate warning devices, barricades, guards, flagmen or other necessary precautions shall be taken by the Contractor to give advice and reasonable protection, safety, and warnings to persons and vehicular traffic within the area.

5.4.4 Contractor shall demonstrate a clear understanding of, and the sensitivity to, such environmental issues as groundwater contamination, wetlands, etc., and be consistent be and fully compliant with all applicable Federal, State, County and City laws, ordinances, Right-to-Know laws, EPA guidelines, and regulations.

5.4.5 Reporting "on-the-job" Injuries: The Contractor is required to report all "on-the-job" injuries incurred by the Contractor, its agents or employees, resulting from performance of this contract. Contractor will notify the COR/POC in writing within twenty-four (24) hours of the injury and provide details and exact location of the incident. This will be followed up by a written notice to the COR/POC. Any Contractor (including its agents and employees) that knowingly files a false claim may be criminally prosecuted.

5.4.6 Tobacco and/or smokeless nicotine use is not permitted at any VA Facility at any time.

5.5 TRAINING REQUIREMENTS:

30-Hour OSHA Construction Training for Project Manager 10-Hour OSHA Training for all personnel involved with the required service

6. INVOICES:

Payment will be made upon receipt of a properly prepared detailed invoice, prepared by the Contractor and submitted through Tungsten Network (formerly known as OB10) https://www.tungsten-network.com/. A properly prepared invoice shall contain:

Invoice Number and Date Contractor’s Name and Address Accurate Purchase Order Number Supply or Service provided Period Supply or Service Provided Total Amount Due

Please begin submitting your electronic invoices through the Tungsten Network for payment processing, free of charge.

If you have questions about the e-invoicing program or Tungsten Network, contact information is as follows:

Tungsten e-Invoice Setup Information: 1-877-489-6135 Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com FSC e-Invoice Contact Information: 1-877-353-9791 FSC e-invoice email: vafsccshd@va.gov

Web Address: HTTP://WWW.FSC.VA.GOV/EINVOICE.ASP

In accordance with FAR 52.212-4 (l) The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience.

8. 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.

B. IDENTIFICATION, SMOKING AND VA REGULATIONS

The Contractor's FSE shall wear visible identification always while on the premises of the Atlanta 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. Columbia 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.

““VA Notice of Limitations on Subcontracting - Certificate of Compliance: To be eligible for evaluation and consideration for award, offerors must return the entire Limitations on Subcontracting Certificate of Compliance clause containing a fully completed certification at the time offers are due or the offer will be rejected and not forwarded for evaluation. In addition to completing the offeror ‘fill-in’ requirements for this clause, offerors must insert the offeror’s name in the brackets containing the following verbiage “[Insert Name of Offeror]” to have a fully completed certification.”

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide preventative repair maintenance on roofs at Atlanta VAMC only as outlined in section Contract Period: Base POP Begin: 10-01-2025 POP End: 09-30-2026

LOCAL STOCK NUMBER: 0001

Assess roof damage and submit repair plan complete with estimate on an "as needed/as requested" non-emergent basis.

POP Begin: 10-01-2025

LOCAL STOCK NUMBER: 0002

Repair roof on an "as needed/as requested" non-emergent basis.

POP Begin: 10-01-2025

LOCAL STOCK NUMBER: 0003

Assess roof damage, submit repair plan, and estimate on an "as needed/as requested" emergent basis.

POP Begin: 10-01-2025

LOCAL STOCK NUMBER: 0004

Repair roof on an "as needed/as requested" emergent basis.

POP Begin: 10-01-2025

LOCAL STOCK NUMBER: 0005

Provide preventative repair maintenance on roofs at Atlanta VAMC only as outlined in section Contract Period: Option 1 POP Begin: 10-01-2026 POP End: 09-30-2027

LOCAL STOCK NUMBER: 0001

Assess roof damage and submit repair plan complete with estimate on an "as needed/as requested" non-emergent basis.

POP Begin: 10-01-2026

LOCAL STOCK NUMBER: 0002

Repair roof on an "as needed/as requested" non-emergent basis.

POP Begin: 10-01-2026

LOCAL STOCK NUMBER: 0003

Assess roof damage, submit repair plan, and estimate on an "as needed/as requested" emergent basis.

POP Begin: 10-01-2026

LOCAL STOCK NUMBER: 0004

Repair roof on an "as needed/as requested" emergent basis.

POP Begin: 10-01-2026

LOCAL STOCK NUMBER: 0005

VA247-13-C-0189

VA247-13-C-0189

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [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 (JAN 2025)

(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 Covered Entities (DEC 2023) (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.)

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved] [] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115–390, title II).

[X] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[X] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) (31 U.S.C. 6101 note).

[] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

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

[] (16) 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).

[] (17) [Reserved] [] (18)(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.

[] (19)(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] (20) 52.219-8, Utilization of Small Business Concerns (JAN 2025) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(i) 52.219–9, Small Business Subcontracting Plan (JAN 2025) (15 U.S.C. 637(d)(4)).

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

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

[] (iv) Alternate III (JAN 2025) of 52.219–9.

[] (v) Alternate IV (JAN 2025) of 52.219–9.

[] (22)(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.

[] (23) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[] (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[X] (25) 52.219–27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (FEB 2024) (15 U.S.C. 657f).

[X] (26) (i) 52.219-28, Postaward Small Business Program Rerepresentation (JAN 2025) (15 U.S.C. 632(a)(2)).

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

[] (27) 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)).

[] (28) 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)).

[] (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[] (30) 52.219–33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 637(a)(17)).

[X] (31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[] (32) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2025) (E.O. 13126).

[] (33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

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

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

[X] (35)(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] (36)(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] (37) 52.222–37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

[X] (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (39)(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] (40) 52.222-54, Employment Eligibility Verification (JAN 2025). (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.)

[] (41)(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.)

[] (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (MAY 2024) (42 U.S.C. 7671, et seq.).

[] (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (MAY 2024) (42 U.S.C. 7671, et seq.).

[] (44) 52.223-20, Aerosols. (MAY 2024) (42 U.S.C. 7671, et seq.).

[] (45) 52.223-21, Foams (MAY 2024). (42 U.S.C. 7671, et seq.).

[X] (46) 52.223-23, Sustainable Products and Services (MAY 2024) (E.O. 14057, 7 U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671I).

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

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

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

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

[] (49)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (NOV 2023) (19 U.S.C. 3301 note, 19 U.S.C.