36C24822Q0312.docx

36C24822Q0312 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 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) Commerce Building 300 E. University Ave. Ste. 180 Gainesville FL 32601-3460

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.

Department of Veterans Affairs Financial Services Center

P.O. Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Room reservation, Weekday (Mon-Sun) IAW the Statement of Work, only rooms used will be invoiced/paid for under this Not-to-Exceed amount.

Contract Period: Base POP Begin: 04-01-2022 POP End: 03-31-2023 PRINCIPAL NAICS CODE: 721110 - Hotels (except Casino Hotels) and Motels PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Claim amount may vary, but Not-to-Exceed for the year.

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

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Room reservation, Weekday (Mon-Sun) IAW the Statement of Work, only rooms used will be invoiced/paid for under this Not-to-Exceed amount.

Contract Period: Option 1 POP Begin: 04-01-2023 POP End: 03-31-2024

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Claim amount may vary, but Not-to-Exceed for the year.

Contract Period: Option 1 POP Begin: 04-01-2023 POP End: 03-31-2024

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Room reservation, Weekday (Mon-Sun) IAW the Statement of Work, only rooms used will be invoiced/paid for under this Not-to-Exceed amount.

Contract Period: Option 2 POP Begin: 04-01-2024 POP End: 03-31-2025

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Claim amount may vary, but Not-to-Exceed for the year.

Contract Period: Option 2 POP Begin: 04-01-2024 POP End: 03-31-2025

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Room reservation, Weekday (Mon-Sun) IAW the Statement of Work, only rooms used will be invoiced/paid for under this Not-to-Exceed amount.

Contract Period: Option 3 POP Begin: 04-01-2025 POP End: 03-31-2026

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Claim amount may vary, but Not-to-Exceed for the year.

Contract Period: Option 3 POP Begin: 04-01-2025 POP End: 03-31-2026

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Room reservation, Weekday (Mon-Sun) IAW the Statement of Work, only rooms used will be invoiced/paid for under this Not-to-Exceed amount.

Contract Period: Option 4 POP Begin: 04-01-2026 POP End: 03-31-2027

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

Claim amount may vary, but Not-to-Exceed for the year.

Contract Period: Option 4 POP Begin: 04-01-2026 POP End: 03-31-2027

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

NSP

Room reservation, Weekday (Mon-Sun) IAW the Statement of Work, only rooms used will be invoiced/paid for under this Not-to-Exceed amount.

NOTE: The specified rates under clause 52.217-8 will be those rates in effect pursuant to the CLINs under which the contractor is currently providing services.

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

________________NSP

__NSP_________

Claim amount may vary, but Not-to-Exceed

NOTE: The specified rates under clause 52.217-8 will be those rates in effect pursuant to the CLINs under which the contractor is currently providing services.

PRODUCT/SERVICE CODE: V231 - Transportation/Travel/Relocation - Travel/Lodging/Recruitment: Lodging, Hotel/Motel

GRAND TOTAL

B.3 PERFORMANCE WORK STATEMENT

Gainesville Hoptel Service

1. Scope of Work: The Department of Veterans Affairs, NF/SG Veterans Health System (NF/SG VHS) requires Sunday through Saturday temporary lodging services for authorized eligible Veteran beneficiaries. The contractor shall provide furnished hotel/motel rooms per day as described in Room Requirements. Non-wheelchair transportation service is requested between the hotel/motel and the Malcolm Randall VAMC (MRVAMC) for Veteran beneficiaries who may need transportation. Pet friendly rooms are also requested to be available. The hotel/motel shall be within walking distance to eateries/restaurants.

2. Place of Performance: Hotel/motel shall be located within 15 miles or 30-minutes radius of MRVAMC, located at 1601 SW Archer Rd, Gainesville, FL 32068.

3. Period of Performance: The period of performance will be a base year, with four (4) one-year option periods.

4. Type of Contract: This shall be a Firm Fixed Price (FFP) contract.

5. Background: Social Work Service of the NF/SG VHS requires a contractor to provide Hoptel Lodging. The Hoptel Temporary Lodging Program is designated for furnished lodging to eligible Veteran beneficiaries receiving VA health care services. Hoptel Lodging is the term used for rooms to accommodate those Veteran beneficiaries who meet VA lodging criteria. Veteran beneficiaries using this benefit shall be medically stable and capable of self-care (unsupervised) or are accompanied by an individual to provide care.

The rooms are to accommodate those Veteran beneficiaries who may have to travel long distances for evaluation before, during, and after treatment received. Only Veteran beneficiaries normally discharged to their home will be considered for lodging.

6. Room Requirements: Contractor shall provide the following:

Monday – Thursday: forty (40) furnished hotel or motel rooms per day, to include five (5) American with Disabilities Act (ADA) compliant. One (1) of the ADA compliant room shall have a roll-in shower.

Friday and Saturday: five (5) rooms will be available each night, to include one (1) with roll-in shower.

Sundays (not before Federal Holidays): twenty (20) rooms to include two (2) ADA compliant, one (1) with roll-in shower.

Sundays (if before a Federal Holiday): five (5) rooms with one (1) Roll in shower.

The contractor shall guarantee the MRVAMC the number of rooms as described. After 5:00 pm each day, all unreserved rooms except for one (1) will be automatically released back to the contractor. NF/SG VHS shall not be financially obligated to pay for any rooms that are not used.

Contractor shall guarantee the MRVAMC that there shall be no “Blockout Dates”. Contractor shall guarantee the MRVAMC the estimated rooms per night. Rooms shall be available to the MRVAMC 365 days per year to include the high or busy season period (September 2 through November 21) or whenever the hotel/motel reaches high capacities.

Rates:

All rooms will be charged at the same rate regardless of the time of or type of room reservation. Room rates shall be calculated at checkout time/date. Any late checkouts shall be the Veteran beneficiary’s responsibility. The VA is a Federal Government Department and is tax exempt. At the issuance of this contract a copy of the state tax exemption form will be provided.

The Veteran beneficiary will be responsible for pet deposit and/or pet clean up fees, which will require the Veteran beneficiary to provide the hotel/motel with a credit or debit card upon check in.

The Veteran beneficiary will not be asked to provide a credit card to the hotel to have on file for damages. The NF/SG VHS or Veteran beneficiary shall not be liable for any incidentals, loss or damage to the property of the contractor; this is the responsibility of the contractor. The Veteran beneficiary shall not be liable for any incidentals, loss or damage to the property of the contractor; however, NF/SG VHS will pay for incidental damages up to $500 or the insurance deductible amount, whichever is less. In the event of damages, the contractor must present an itemized invoice of the damages. Quoting vendors must provide in their response to the solicitation their insurance deductible per incident along with the ability to verify this figure.

Daily room rates shall include all applicable taxes, fees, and any other no-charge services offered to guests of the hotel/motel. The NF/SG VHS or Veteran beneficiary is not responsible any parking fees. Amenities, if not included with the hotel/motel daily room rate, shall be the responsibility of the individual Veteran beneficiary (s) (room service, pay-per view, movies, etc.). It will be the contractor’s responsibility to collect payment for all non-included amenities from the Veteran beneficiary directly.

Should additional services be requested (extension of stay) outside of the services authorized by NF/SG VHS, such services shall be at the expense of the Veteran beneficiary. Extensions to the original request may be granted, but permission must be given prior to the Veteran beneficiary staying the night at the hotel or motel and communication must occur with the Social Work Coordinator or Hoptel Staff about an extension. If approval is not provided prior to the evening’s stay, the Veteran beneficiary will be responsible for the expense of the stay. If the Veteran beneficiary is admitted or stays overnight in the VA facility, stays of family members or guests in the contracted lodging facility shall be at their own expense.

1. Transportation/shuttle services to and from the MRVAMC must be provided. Transportation may consist of property owned shuttle or alternate transportation mode at the contractor expense (ex: taxi, Uber, etc). Some Veteran beneficiaries may need to report to the Medical Center for an appointment at an earlier time than normal business hours, which shall be provided of and should be arranged for ahead of time. Minimum hours of shuttle operation will be Sunday-Saturday 0600-2000 hrs.

b. The fully furnished hotel/motel rooms shall include contractor provided utilities and other specified services with minimum of clock, refrigerator, TV with basic cable, and local phone service. The telephone service shall be equipped with voice messaging system or front desk message service and may be capable of long distance when calls are placed using a calling card or other telephone charge method.

c. All rooms shall be non-smoking rooms. As these rooms are contracted by the NF/SGVHS and are non-smoking rooms, smoking will not be permitted in these rooms. The contractor will provide a “designated smoking area” with proper signage. No disruptive or illegal behavior will be tolerated in or on the contracted facility property at any time. If any Veteran beneficiary is found doing so, he/she may jeopardize their eligibility for the Hoptel Program.

d. Transportation may consist of property owned shuttle or alternate transportation mode at the contractor expense (ex: taxi, Uber, etc).

e. Rooms must be neat, clean and sanitized upon Veteran beneficiaries check-in.

f. Contractor shall supply all utilities including heat, air conditioning, electricity, water and sewer.

g. Rooms shall have an allowance for pet-friendly rooms as an option. Veteran beneficiary will be responsible for pet deposit and/or pet clean up fees, which will require the Veteran beneficiary to provide the hotel/motel with a credit or debit card upon check in.

7. Room Availability: The contractor shall guarantee the MRVAMC the number of rooms as described. After 5:00 pm each day, all unreserved rooms except for one (1) will be automatically released to the contractor. MRVAMC shall not be financially obligated to pay for any rooms that are not used.

8. Room Reservations: All reservations will be made and cancelled by the VA Social Work Service Coordinator, Hoptel Staff, or designee. The following information will be provided:

Reservations may be requested as late as the day of need, in such cases, the reservation must be completed within 30 minutes of request. The contractor will notify the VA representative on the contact listing, of the reservation, if it is made after 4:30 pm and on weekends. The contractor shall provide a confirmation number to the VA upon notification of each reservation. If reservation needs to be cancelled, contractor shall provide a cancellation number for tracking purposes

9. Alternate Accommodations: In the event accommodations are not available upon notification of arrival of Veteran beneficiary, the contractor shall be responsible for providing alternate lodging of like quality and same pricing and in a timely manner from an approved partner. The contractor will notify the VA representative on the contact listing, of the reservation, if it is made after 4:30 pm and on weekends.

10. Check-In: Upon arrival, VA beneficiaries will be required to give the front desk their full name and present a photo ID. Once received, the Veteran beneficiary shall be checked in and explained the fire/safety plan. Room folio shall be shown to the Veteran beneficiary. Check-in: at least by 3:00 p.m./check-out: no later than 11:00 a.m. If the Veteran is allowed to check in earlier or check out later without any additional charge, this is at the discretion of the contractor. NF/SG VHS will not incur charges for early check ins or late check outs.

11. Cancellations: Any reserved room may be cancelled prior to 5:00pm the night of the reservation by the VA or the Veteran beneficiary. NF/SG VHS shall not be financially obligated to pay for any rooms that are not used.

12. Patient Emergencies: In the event a Veteran beneficiary is in a medical emergency, the contractor shall contact 911 emergency medical services to respond to the emergency. Once the emergency has ended the contractor shall notify the Social Work Service Coordinator, Hoptel Staff, or designee at the VA of the situation.

13. General Building Requirements and Specifications: Facility and all rooms must meet or exceed industry standards, National Fire Protection Association (NFPA 101) Life Safety Code, and American Disability Act (ADA). The contractor shall comply with all city, county and state building codes and ordinances applicable to the ownership and operation of the building in which the rooms are located.

Fire Safety:

(1) Buildings in which space is offered shall be evaluated in accordance with latest editions of the

a. The standards of the Life Safety Code (National Fire Protection Association (NFPA) #101);

b. The fire and safety code imposed by the State Law; and

c. City, State, and Federal requirements concerning licensing and health codes

(2) Equipment, services, or utilities furnished and activities of other occupants shall be free of safety, health, and fire hazards. When hazards are detected, the contractor shall promptly correct hazards.

(3) Maintenance of contractor-owned fire extinguishers shall be provided by the contractor in accordance with NFPA Standard No. 101.

a. As required by code, smoke detectors/alarms shall be installed in each room, office, storage area, hallways and other common areas.

(4) Wheelchair Accessibility: Rooms will be wheelchair accessible. Common areas such as hallways shall provide for accessible path of travel for wheelchairs.

(5) Elevators: If elevators are a part of the room complex, they shall conform to the latest requirements of the American National Standard A171 and A171a Safety Code for Elevators, except for elevator emergency recall and shall be inspected and maintained in accordance with American National Standard A17.1, Inspector’s Manual for Elevators or equivalent local code. The elevators shall also comply with local codes and ordinances.

(6) Miscellaneous: No activity to the building and/or grounds that would cause an increase in dust, dirt or spores to be airborne (i.e., renovation to the building, movement of earth on the grounds) shall take place without the contractor’s written notification to the VA at least seven (7) calendar days in advance of the event.

(7) Inspection: The Government reserves the right, at any time before and after contract award and during the term of the contract, to inspect the rooms and all other areas of the complex access to which is necessary to ensure a safe and healthy environment for the Veteran beneficiary.

(8) Pest Control: Regular and as needed pest control services shall be maintained in common areas and in guest rooms. If issues arise, Contractor shall immediately address the issue and provide a plan of correction if issue persists.

14. Quality Assurance: Contractor shall have an on-going quality assurance program designed to objectively and systematically monitor/evaluate the quality/cleanliness of rooms and accessibility and resolution of identified problems. The written plan shall delineate the objective of the quality assurance activities, scope of the activities, activities for monitoring and evaluation, methods for reporting results, mechanisms for taking follow-up action and responsibilities of staff for each activity of the quality assurance program. The objectives, scope, organization, and effectiveness of the quality assurance plan shall be evaluated at least annually and revised as necessary.

a. Reports

(1) Contractor shall provide to the Contracting Officer’s Representative (COR) or contracting office, monthly reports on their customer service surveys to include outline of any specific issues/problems for that month along with their solutions to correct any issues.

(2) Contractor shall provide to the COR quarterly activity reports, with the following information:

· Number of complaints regarding wheelchair (special mode) accessibility noted by Veteran beneficiaries, and/or, others who accompany a veteran and provide equivalent of familial support

· Number of complaints regarding unclean rooms upon check-in noted by Veteran beneficiaries, and/or, others who accompany Veteran beneficiaries and provide equivalent of familial support

· Number of complaints noting none working available electronic equipment in Veteran beneficiaries’ room such as the clock alarm, lighting, television, etc.

15. Customer Service: The Contractor shall provide all complaints noted by Veteran beneficiaries, and/or, others who accompany the Veteran beneficiary and provide equivalent of familial support. Contractor shall develop a customer service survey form to be completed by the customer. This shall be part of the Contractor’s Quality Assurance Program.

16. Performance Standards: The contractor shall provide all validated complaints noted by Veteran beneficiaries, and/or, others who accompany the Veteran and provide equivalent of familial support. Contractor shall develop a customer service survey form to be completed by the customer as a part of the Contractor’s Quality Control Program. The government will only pay for services properly performed in accordance with the Acceptable Quality Standards (AQL) below:

PERFORMANCE STANDARD AND QUALITY STANDARDS

1. One (1) Rooms ADA Compliant

See SOW Paragraph 2b

Periodic Inspection and/or Valid Customer Complaint

Contractor notified immediately.

2. Rooms meet industry standards such as clean at all times of Veteran beneficiaries check-in.

See SOW Paragraph 2e

Contractor notified immediately.

17. Monitoring Performance: In an effort to minimize the performance management burden, the government shall use simplified surveillance methods to evaluate contractor performance when appropriate. These primary methods of surveillance are:

a. Random monitoring, this shall be performed by the COR.

b. 100 percent Inspection – Each month, the COR, will review the generated documentation and enter summary results into the Surveillance Activity Checklist.

c. Periodic Inspection, which may be performed by the COR or Contracting Officer.

d. Customer Complaint- Valid customer complaints will be used to determine quality levels.

Customer Complaint Feedback

a. The contractor is expected to establish and maintain professional communication among its employees, guest, COR, Program Manager and the Contracting Officer. The primary objective of this communication is customer satisfaction. Customer satisfaction is the most significant external indicator of the success and effectiveness of all services provided and will be measured through customer complaints.

b. Although performance management encourages the contractor to be customer focused by initially and internally addressing customer complaints and investigating the issues and/or problems, Veteran beneficiary and/or customers shall always have the option to communicate complaints to the Contracting Officer (CO) or COR, as opposed to the contractor.

c. For Customer complaints, and Customer Complaint Forms to be considered valid, they must set forth clearly in writing the detailed nature of the complaint; must be signed; and must be forwarded to the COR. The COR will accept those customer complaints and investigate using the Quality Assurance Monitoring Form –

d. Customer feedback may also be obtained either from the results of formal customer satisfaction surveys or from random customer complaints. Customers can be anyone involved in the VA system from Directors of Hospitals to patients.

18. Invoices: The Contractor will furnish with invoice, signed documented proof that services have been rendered in accordance with this contract. Room charges are only for actual room use. Invoices shall be submitted monthly in arrears to Tungsten OB10 electronic invoice/payment system. Invoices shall not exceed the authorized contract rate and shall not include tax, as the Federal Government is tax exempt. Invoices at a minimum should include:

Name of Contract Number of Contract Name of Veteran beneficiary Purchase Order Number (located on each annual order) Station Number (573) Time period covered by the invoice (per room per night) The cost being billed (for each schedule line item)

19. Payment: All payments by the Government to the Contractor will be made in accordance with FAR 52.232-34, Payment by Electronic Funds Transfer – Other Than System for Award Management. Payment will be made in arrears upon receipt of a properly prepared invoice. Payment shall be rendered for actual room charges only.

20. Termination: The VA reserves the right to terminate the contract at any time.

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (SEP 2021)

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

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

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

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

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

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

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

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

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).

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

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [X] (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) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

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

[] (10) [Reserved] [] (11) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (SEP 2021) (15 U.S.C. 657a).

[] (12) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (SEP 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

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

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

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

[] (ii) Alternate I (MAR 2020) of 52.219-7.

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

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (SEP 2021) (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 2021) of 52.219–9.

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

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

[X] (19) 52.219–14, Limitations on Subcontracting (SEP 2021) (15 U.S.C. 657s).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (SEP 2021) (15 U.S.C. 657f).

[X] (22) (i) 52.219–28, Post-Award Small Business Program Rerepresentation (SEP 2021) (15 U.S.C. 632(a)(2)).

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

[] (23) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (SEP 2021) (15 U.S.C. 637(m)).

[] (24) 52.219–30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (SEP 2021) (15 U.S.C. 637(m)).

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

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

[X] (27) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

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

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

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

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

[X] (31)(i) 52.222–35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

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

[X] (32)(i) 52.222–36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

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

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

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

[X] (35)(i) 52.222-50, Combating Trafficking in Persons (OCT 2020) (22 U.S.C. chapter 78 and E.O. 13627).

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

[X] (36) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

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

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

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

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

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

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

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

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

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

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

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

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

[] (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

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

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

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

[] (48) 52.225-1, Buy American—Supplies (JAN 2021) (41 U.S.C. chapter 83).

[] (49)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (JAN 2021) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[] (ii) Alternate I (JAN 2021) of 52.225-3.

[] (iii) Alternate II (JAN 2021) of 52.225-3.

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

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

[X] (51) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the…