36C24826Q0215.docx

Presolicitation Notice Presolicitation Notice

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

36C24826Q0215 01-21-2026 Michael A Shook 813-927-7566 02-12-2026 14:00

EST

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) 10,000 Bay Pines Blvd Bay Pines

FL

33744 X Y 541620 $19 Million Net 30 Days N/A X

MCC: 90D

Department Of Veteran Affairs C.W. Bill Young VA Medical Center Bldg. 110 Warehouse 10,000 Bay Pines Blvd.

Bay Pines

FL

33744 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) C.W. Bill Young VA Medical Center 10000 Bay Pines Blvd.

Bay Pines

FL

33744

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page C.W. Bill Young Veterans Medical Center has a requirement for Bay Pines Water Management Plan Update. Please reference section 6 and 8 of this page for the official date and times of this solicitation.

See CONTINUATION Page X X X

ONE

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 Michael A Shook Department of Veterans Affairs Network Contracting Office 8 (NCO 8)

10,000 Bay Pines Blvd Bay Pines FL 33744

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:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

WMS-100 Water Management Audit (13 Water Lines) (Bay Pines) Contract Period: Base POP Begin: 02-13-2026 POP End: 02-12-2027 PRINCIPAL NAICS CODE: 541620 - Environmental Consulting Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

WMS-150 Water Management Services - Facilitation (Bay Pines) Contract Period: Base POP Begin: 02-13-2026 POP End: 02-12-2027

WMS-5600 Water Management Plan - Sterile Processing Development (Bay Pines) Contract Period: Base POP Begin: 02-13-2026 POP End: 02-12-2027

WMS-5650 Water Management Plan - Sterile Processing Facilitation (Bay Pines) Contract Period: Base POP Begin: 02-13-2026 POP End: 02-12-2027

WMS-100 Water Management Plan- Development (1 Water Line) (Lee County)

POP Begin: 02-13-2026 POP End: 02-12-2027

WMS-150 Water Management Services – Facilitation (Lee County)

POP Begin: 02-13-2026 POP End: 02-12-2027

WMS-5600 Water Management Plan – Sterile Processing Development (Lee County)

POP Begin: 02-13-2026 POP End: 02-12-2027

WMS-5650 Water Management Plan – Sterile Processing Facilitation (Lee County)

POP Begin: 02-13-2026 POP End: 02-12-2027

WMS-100 Water Management Audit (2 Water lines) (Bay Pines) Contract Period: Option 1 POP Begin: 02-13-2027 POP End: 02-12-2028

WMS-150 Water Management Services -

Contract Period: Option 1 POP Begin: 02-13-2027 POP End: 02-12-2028

WMS-5600 Water Management Plan - Sterile Processing Development (Bay Pines) Contract Period: Option 1 POP Begin: 02-13-2027 POP End: 02-12-2028

WMS-5650 Water Management Plan - Sterile

Contract Period: Option 1 POP Begin: 02-13-2027 POP End: 02-12-2028

WMS-100 Water Management Plan- Development (1 Water Line) (Lee County)

POP Begin: 02-13-2027 POP End: 02-12-2028

WMS-150 Water Management Services – Facilitation (Lee County)

POP Begin: 02-13-2027 POP End: 02-12-2028

WMS-5600 Water Management Plan – Sterile Processing Development (Lee County)

POP Begin: 02-13-2027 POP End: 02-12-2028

WMS-5650 Water Management Plan – Sterile Processing Facilitation (Lee County)

POP Begin: 02-13-2027 POP End: 02-12-2028

WMS-100 Water Management Audit (2 Water

Contract Period: Option 2 POP Begin: 02-13-2028 POP End: 02-12-2029

WMS-150 Water Management Services -

Contract Period: Option 2 POP Begin: 02-13-2028 POP End: 02-12-2029

WMS-5600 Water Management Plan - Sterile Processing Development (Bay Pines) Contract Period: Option 2 POP Begin: 02-13-2028 POP End: 02-12-2029

WMS-5650 Water Management Plan - Sterile

Contract Period: Option 2 POP Begin: 02-13-2028 POP End: 02-12-2029

WMS-100 Water Management Plan- Development (1 Water Line) (Lee County)

POP Begin: 02-13-2028 POP End: 02-12-2029

WMS-150 Water Management Services – Facilitation (Lee County)

POP Begin: 02-13-2028 POP End: 02-12-2029

WMS-5600 Water Management Plan – Sterile Processing Development (Lee County)

POP Begin: 02-13-2028 POP End: 02-12-2029

WMS-5650 Water Management Plan – Sterile Processing Facilitation (Lee County)

POP Begin: 02-13-2028 POP End: 02-12-2029

WMS-100 Water Management Audit (2 Water

Contract Period: Option 3 POP Begin: 02-13-2030 POP End: 02-12-2031

WMS-150 Water Management Services -

Contract Period: Option 3 POP Begin: 02-13-2030 POP End: 02-12-2031

WMS-5600 Water Management Plan - Sterile Processing Development (Bay Pines) Contract Period: Option 3 POP Begin: 02-13-2030 POP End: 02-12-2031

WMS-5650 Water Management Plan - Sterile

Contract Period: Option 3 POP Begin: 02-13-2030 POP End: 02-12-2031

WMS-100 Water Management Plan- Development (1 Water Line) (Lee County)

POP Begin: 02-13-2030 POP End: 02-12-2031

WMS-150 Water Management Services – Facilitation (Lee County)

POP Begin: 02-13-2030 POP End: 02-12-2031

WMS-5600 Water Management Plan – Sterile Processing Development (Lee County)

POP Begin: 02-13-2030 POP End: 02-12-2031

WMS-5650 Water Management Plan – Sterile Processing Facilitation (Lee County)

POP Begin: 02-13-2030 POP End: 02-12-2031

WMS-100 Water Management Audit (2 Water

Contract Period: Option 4 POP Begin: 02-13-2031 POP End: 02-12-2032

WMS-150 Water Management Services -

Contract Period: Option 4 POP Begin: 02-13-2031 POP End: 02-12-2032

WMS-5600 Water Management Plan - Sterile Processing Development (Bay Pines) Contract Period: Option 4 POP Begin: 02-13-2031 POP End: 02-12-2032

WMS-5650 Water Management Plan - Sterile

Contract Period: Option 4 POP Begin: 02-13-2031 POP End: 02-12-2032

WMS-100 Water Management Plan- Development (1 Water Line) (Lee County)

POP Begin: 02-13-2031 POP End: 02-12-2032

WMS-150 Water Management Services – Facilitation (Lee County)

POP Begin: 02-13-2031 POP End: 02-12-2032

WMS-5600 Water Management Plan – Sterile Processing Development (Lee County)

POP Begin: 02-13-2031 POP End: 02-12-2032

WMS-5650 Water Management Plan – Sterile Processing Facilitation (Lee County)

POP Begin: 02-13-2031 POP End: 02-12-2032

B.3 DELIVERY SCHEDULE

10000 BAY PINES BLVD.

BAY PINES, FL 33744

USA

(727) 398-6661 10404 wade.maclaren@va.gov

10000 BAY PINES BLVD.

BAY PINES, FL 33744

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STATEMENT OF WORK

1. GENERAL: C.W. Bill Young Veterans Medical Center located at 10000 Bay Pines Blvd. Bay Pines, Fl. 33744, and Lee County Veterans Healthcare Center located at 2489 Diplomat Pkwy E, Cape Coral, FL 33909 has a requirement to update the existing Water Management Plan (audit) to include adding the Lee County facility and incorporate the requirements of meeting the ST108 standard. The Bay Pines VHA and Lee County Healthcare center will need continued support after the WMP is updated and/or created to monitor water test results and give guidance on the best efforts to address issues from the results. Offerors or quoters are urged and expected to inspect the site where services are to be performed and to satisfy themselves regarding all general and local conditions that may affect the cost of contract performance, to the extent that the information is reasonably obtainable. In no event shall failure to inspect the site constitute grounds for a claim after contract award. highly recommended .

2. BACKGROUND: VHA directive 1061 requires all VHA facilities where patients, visitors and employees spend the night and for other services (i.e. Dental, Utilities (cooling towers)) to have a Healthcare Associated Legionella Disease (HCA LD) prevention plan (also known as a Water Management Plan (WMP). Bay Pines has a Water Management Plan that is dated October of 2017. Since this plan was completed one new building where patients spend the night has been completed (B111, Mental Health Hospital) and is being used and two buildings are anticipated to be completed in early 2026 (New Dental Clinic and Fisher House II). Because of this completed addition and planned additions the Water Management Plan needs to be updated.

The Lee County Healthcare Center does not have any buildings where patients stay overnight but does have a requirement that the cooling towers on site are tested for Legionella. Because of this Lee County needs to be part of the Bay Pines WMP.

In addition, the current plan does not address the water quality standard for Sterile Processing Services (SPS) which is ANSI / AAMI ST108 standard. VHA directive 1061 and others indicate that SPS services shall be following ST108 for water and steam quality. The updates to the WMP (or a separate WMP) need to include review of the facilities for meeting this standard.

Part of this request is continued support in terms of review of the water sampling results and suggestions for changes to address issues. Due to the continued legionella issues and ST108 out of compliance water that Bay Pines and Lee County Healthcare center have had the continued support is required. This part of the contract will review data with us and determine the best course of action to address issues. Bay Pines VHA and Lee County Healthcare Center have been sampling water from SPS for about 9 months to meet the ST108 standard so there is a good set of baseline data. Both locations have years of sampling data for legionella.

3. SCOPE OF WORK: The Contractor shall Complete a review and update of the existing Water Management Plan for Bay Pines VHA and create new one for Lee County Healthcare Center. A site visit is encouraged and expected but not mandatory. The site visit will be conducted on 2/5/2026 @ 9:30 a.m. to 1:00p.m. EDT. Please arrive on or before 9:00a.m. on the day of the visit. Please be prepared to ask questions about the solicitation during the visit, there will be no question and answer after the site visit.

1) Meet with the Water Management Committee (WMC) to discuss the evaluation process. The WMC will oversee and support the Water management plan (WMP) update.

2) Perform an onsite survey of the Client’s Water System(s) in the building(s), which will include Interviewing personnel familiar with the WMP and the Water System(s) in the building(s). Survey water systems involved in a Water Management Program to include (as applicable)

i) For Bay Pines;

(1) Surveying the Building potable water systems for

(a) buildings completed since last plan was completed (B111, Mental Health Hospital)

(b) changes to existing buildings covered under previous WMP

(c) buildings currently under construction (Dental Clinic and Fisher House 2)

(2) Utility water systems such as Cooling Towers (open loop) and Chillers (closed loop)

(3) HVAC systems containing cooling coils and/or humidifiers

(4) Water features (fountains)

(5) Sterile Processing

ii) For Lee County;

(1) Cooling Towers (open loop) and Chillers (closed loop)

(2) Collect disinfectant profile data (oxidant residual reading); locations will be determined during the site survey.

3) Review Potable and Utility “WMP Documents” to assess alignment with ANSI/ASHRAE Standard 188: Water Management Team Identification (Section 6.2.1*). (including Reference ANSI/ASHRAE Standard 188 Legionellosis: Risk Management for Building Water Systems )

a) Water System Surveys (Section 6.2.2*).

b) Process Flow Documents (Section 6.2.2 & Section 6.2.3*).

c) System Analysis (Section 6.2.4*).

d) Program Controls Summary – control measures, control locations, control limits, monitoring, corrective actions (Section 6.2.5, Section 6.2.6, Section 6.2.7*).

e) Validation Criteria (Section 6.2.8*).

f) Validation Response Plan / Contingency Response Plan (Section 7.1.4*).

g) Verification and Validation Schedule (Section 6.2.8*).

h) Risk Characterization Matrix (Section 6.2.4*).

4) Build a Work Plan for a 90-day evaluation/audit timeline.

5) Produce a report summarizing survey information, current state, and opportunities for improvement for both Bay Pines VHA and Lee County Healthcare Center.

3.1 Provide ongoing support to the Water Management Committee (WMC) as it relates to the WMP to include;

1) Participation in existing Water Management Committee meetings onsite or remotely via web / video conference. Updates given at meetings include…

a) Update of WMC documents in a web based platform. per WMC decisions.

b) Review program Validation Criteria, Verification & Validation Schedule, and Validation Response Log.

c) Verification that the client is implementing the program as designed by reviewing program control data and Corrective Action Log.

2) Give input for decisions for documentation and communication procedures (ANSI/ASHRAE Standard 188-2021 Section 6.2.9 Documentation and Communication*).

3) WMP Environmental validation testing (sampling locations) , as requested by WMC (locations, quantities, frequencies determined during program development by WMT)

4) WMC Training on a software platform, as requested.

5) Maintenance of websites and users.

6) Facilitate annual WMP reassessment with the WMC to keep documents current with systems and standard guidance.

7) Onsite or remote support for validation results, as requested.

8) Participation in meetings (onsite or remote) with state and local authorities, including municipal water providers

9) Assistance in implementation of sampling plan as required by state and local authorities, including to meet VHA requirements and directives.

10) Onsite or remote support for validation results.

3.2 Create a new Water management plan for the Sterile Processing service (SPS WMP) that includes Bay Pines VHA and Lee County Healthcare Center.

a) Meet with the existing WMC to facilitate the development of the SPS WMP.

b) Perform an onsite or remote survey of the Water System(s) the support SPS areas in the Bay Pines VHA and Lee County Healthcare center. This survey will include:

I. Interview personnel familiar with the SPS Water System(s) in the facilities.

II. Based on information gathered in the site survey, vendors may collect hazard control profile data; locations will be determined during the site survey.

1) Develop “WMP Documents” that include:

a) Executive Summary – Program Goals.

b) Master Document List (Section 6.2.9*).

c) Water Management Team Identification (Section 6.2.1*).

d) Water System Surveys (Section 6.2.2*).

e) Process Flow Documents (Section 6.2.2 & Section 6.2.3*).

f) System Analysis (Section 6.2.4*).

g) Program Controls Summary – control measures, control locations, control limits, monitoring, corrective actions (Section 6.2.5, Section 6.2.6, Section 6.2.7*).

h) Validation Criteria (Section 6.2.8*).

i) Validation Response Plan / Contingency Response Plan (Section 7.1.4*).

j) Verification and Validation Schedule (Section 6.2.8*).

k) Supporting Documents (Section 7*).

1. Conduct baseline qualification testing.

2. Provide training on sample collection to VA staff

3. Build a Work Plan for a six-week development timeline.

3.3 Provide ongoing support to the Water Management Committee (WMC) as it relates to the SPS WMP to include…

1) Participate in existing Water Management Committee meetings onsite or remotely via web / video conference. Updates given at meetings include…

a) Update of WMC documents in a web based platform. per WMC decisions.

b) Review program Validation Criteria, Verification & Validation Schedule, and Validation Response Log.

c) Verification that the client is implementing the program as designed by reviewing program control data and Corrective Action Log.

2) Give input for decisions for documentation and communication procedures. (ANSI/ASHRAE Standard 188-2021 Section 6.2.9 Documentation and Communication*).

3) SPS WMP Environmental validation testing, as requested by WMC (locations, quantities, frequencies determined during program development by WMC)

4) SP Environmental Validation retesting for results that do not meet validation criteria. Once retests are in alignment with ST108 standards, regular testing will resume.

5) WMC Training on a software platform, as requested.

6) Maintenance of the website and users.

7) Onsite or remote support for validation results, as requested.

4. PERIOD OF PERFORMANCE: The period of performance for this contract shall be for a base period of one base year followed by four one-year option periods.

5. PLACE OF PERFORMANCE: The Contractor shall support operations at Bay Pines VHA, 10000 Bay Pines Blvd, Bay Pines FL and Lee County Healthcare Center 2489 Diplomat Pkwy E, Cape Coral, FL 33909.

6. DEFINITIONS/ACRONYMS/ABBREVIATIONS

6.1. WMC – Water Management Committee. A VA led committee that meets monthly to review water quality data and make recommendations and action based on that data.

6.2. WMP – Water Management Plan. A document that describes the water flow to and through buildings and helps identify possible locations for water quality issues.

6.3. CFR – Code of Federal Regulation

6.4. Contractor / Vendor – Refers to both the prime Contractor and their employees, and any sub-contractor and their employees.

6.5. Performance of Work Statement (PWS) - A performance of work for performance-based acquisitions that describes the required results in clear, specific, and objective terms with measurable outcomes.

36C24826Q0215

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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 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023) (DEVIATION OCT 2025)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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.

(4) 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…