36C24826Q0640.docx

36C24826Q0640

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

546-26-2-400-0119 36C24826Q0640 07- -2026 David Henry 561-631-3352 08-03-2026 14:00

EDT

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) West Palm Beach VA Medical Center 7305 North Military Trail West Palm Beach FL 33410-6400 X 339113 800 Employees N/A X Department of Veterans Affairs Miami VA Medical Center 1201 N.W. 16th St.

Miami FL 33125-1624 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) West Palm Beach VA Medical Center 7305 North Military Trail West Palm Beach FL 33410-6400

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5429 See CONTINUATION Page 546 - Patient Lifts Replacements lease see section B for Statement of Requirements Must be registered and in good standing in SAM.gov All quotes are to be sent to David.Henry3@va.gov See CONTINUATION Page 546-3660160-400-824100-3131 010044175 X X X

1(ONE)

David Henry

VA-VHA-RPOE-2023-0132

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 David Henry Department of Veterans Affairs Network Contracting Office 8 (NCO 8) West Palm Beach VA Medical Center 7305 North Military Trail West Palm Beach FL 33410-6400

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.

http://www.fsc.va.gov/einvoice.asp https://www.tungsten-network.com/customer-campaigns/veteransaffairs/ ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

36C24826Q0640

Page 1 of Page 1 of

B.2 STATEMENT OF WORK

1. PROGRAM REQUESTOR/MANAGER.

Address:

Fax Number:

2. Contract Title. Patient Lift Replacement. A Vendor Site Visit will be conducted on 07/24/2026 at 1:00 PM EDT to allow Prospective Vendors to view areas to be worked, and to take any photographs or measurements they deem required aid in the preparation of their quotes. Vendors will be met by CO D. Henry and Mr. Desruisseaux. At the Main Entrance of the Miami VA Medical Center 1201 N.W. 16th St. Miami, FL. 33125-1624.

3. Background.

Miami VA is soliciting a contractor to furnish all design, site evaluation, labor, materials, and equipment to install permanent ceiling mounted patient care lifts in existing facilities. Numerous utility systems occupy this space and must be considered when installing new equipment above the ceiling. It is strongly recommended that the contractor perform a thorough site evaluation prior to submitting a proposal.

4. Scope.

The Contractor shall provide a technical and cost proposal for turn-key services to install patient lift systems in accordance with this scope of work. This cost proposal shall be for providing installation of all new and removal/de-installation of all lift system equipment including but not limited to; slings, lift devices, rails, support material, bracing and all other associated components required for complete, functional installation for ceiling lift in with scale and continuous charge ceiling lift systems. This proposal is also a request for the vendor to provide a buy-back proposal for any old systems that are being removed. This proposal shall also be for installation of the lift systems including but not limited to any required plans, engineering details and documents, tools, labor, testing, training, cleaning supplies, containment systems, etc. All new lift systems must have a lifting capacity of no less than 880 lbs. The rail systems must be designed, constructed, and installed in an H, X-Y (room-covering) design; in such a manner as to allow for maximum utilization of patient room space. Operation of the system must be smooth with no fast or jerky starts and stops. Operation of the system must allow for adequate lifting height allowing for transfer of patient from bed. Track systems shall be self-supporting either from the ceiling or from a post mounted system as required due to existing conditions. All rails will be a continuous charge system. All lift systems must have the ability to weigh a patient in kilograms and pounds. Existing hangers, Unistrut, or other support components shall not be utilized to support the lift tracks. No existing utility systems or support shall be used for support or for bracing the lift system. All new supports must be connected directly to building structural components.

5. Specific Tasks.

1) Contractor should provide a plan for each room detailing location of lift rails, support structure above, and means of attachment.

2) The lift systems must meet or exceed seismic bracing requirements as outlined in the VA Seismic Guidelines (H18-8). A written report certifying compliance with this standard shall be provided to the facility for each lift installation.

3) Door frames are not to be cut or modified if it is a historical place and/or if additional cost will occur. If contractor proposes to cut or modify an existing door frame, documentation supporting this practice and providing modification procedures must be provided and certified by a licensed structural engineer and accepted by the VA.

4) The VA has a specific need for hoists that have the capability to automatically provide hands free, dynamic body weight support and fall protection in real time during rehab or mobility sessions. Clinical staff must be able to enter a specified “offload” weight directly into the hand control, after which the lift must continually offload the specified weight as patient moves and their center of gravity changes, without the need for staff to continue operating the hand control. Offload weight must be adjustable during a single session so that a patient can progress during that session. At all other times the hoist must be able to be used as a normal ceiling lift system for standard transfers and repositioning, as well as weighing patients without the need for an external scale system. The ceiling lift system must be compatible with logistical systems that are already in place such as slings.

5) All lifts shall be weight tested prior to acceptance. Test weight shall be 150% of rated capacity and shall be applied to all points of suspension and traverse rail. Prior to testing, contractor shall submit rail deflection testing standards to the VA. Testing shall be observed by the VA COTR and a written report shall be provided following each test. The report should include deflection measurements taken at locations of maximum deflection during the weight test. All deflection points shall be within defined code limitations.

A certified contractor will not perform any work/preventive maintenance inspections in an area/room occupied by a patient. Unless otherwise approved by contract COR (or designee), certified contractor will be required to perform all work during the hospital normal business hours (M-F 8:00 AM – 4:30 PM) excluding federal holidays. Contractor will provide all travel, labor, parts, test equipment (to include weight set), tools, and incidentals necessary to perform all required inspection services. Any overtime needed that would cause an increase in invoicing must receive prior approval by the VISN Contracting Officer, through the COR (or designee).

All services for this contract must meet manufacturer's performance and technical specifications, Federal Regulations, and other specifications that may apply such as National Electric Code (NEC), Life Safety Code (LSC), Joint Commission (JC), and VA Regulations. There is a potential for exposure to blood borne or other infectious material with equipment throughout the hospital.

All contractor maintenance persons must use the “Universal Precautions” during cleaning and maintenance/repair procedures required by this service request. Contractor will be responsible for providing their own Personal Protective Equipment as applicable.

A certified contractor for the ceiling lift company must annotate all aspects of annual inspection performed on the annual inspection checklist to include date and time of completed preventive maintenance; type, model, and serial number of the lifting system on which preventive maintenance was performed, maintenance performed and all repairs and/or repair parts (if applicable) used to maintain operating efficiency per manufacture specifications of the equipment. The contractor will also complete checklists for Installation or Relocation Checklist for Ceiling Mounted Patient Lifts and/or Corrective and Preventive Maintenance Checklist for Ceiling Mounted Patient Lifts as outlined in VACO Patient Safety Alert AL14-07PSA. The applicable checklist must be completed and signed by the inspector/technician, the facility representative, and the unit manager where the work is done. The annual inspection checklist along with the VA inspection checklists (as applicable) shall be sent to the applicable facility POC (BMET, Facilities, or SPHM Facility Coordinator).

6) Final equipment certification shall be provided in writing prior to acceptance by the VA.

7) Any lift installation that modifies the function of a room’s privacy curtains shall be addressed by lift installer. The mitigation plan must be submitted to and approved by the VA.

8) Lift installation shall include dust containment during installation. All rooms shall be returned to the VA in their original condition. Any damage inflicted shall be corrected by the contractor. Contractor shall provide tacky mats at each entrance to the area where work is being done. Upon completion of installation all surfaces shall be vacuumed and/or wet wiped to remove dust/debris.

The certified contractor will be required to perform a complete and comprehensive Preventive Maintenance Inspection on any/all patient overhead lifting systems in the facility that will meet and comply with original equipment manufacturer certification specifications and also include deflection testing as required in Veterans Affairs Central Office (VACO) Patient Safety Alert AL14-07PSA Checklists for Installation or Relocation Checklist for Ceiling Mounted Patient Lifts and/or Corrective and Preventive Maintenance Checklist for Ceiling Mounted Patient Lifts.

Contractor shall provide the following to be considered for award:

1) Disclosure of all Tort claims against vendor either pending or resolved regarding proposed system.

2) Education/Training Plan by vendor on use of all equipment, after installation completion, with specific timelines -- all shifts, all areas and possibly refresher courses. Include training plan for Bio-Medical staff which details any annual weight testing/inspection requirements required system warranty/certification.

3) Standardization of location of charging units in identified rooms.

4) Written plan for installation of track lift system as applicable including mechanical anchor designs.

5) Written plan for modifying existing structural, mechanical, electrical, and other infrastructure systems if necessary.

6) Provide drawings to show how rail system will be anchored to the structural concrete.

7) Provide a specific timeline for installation.

8) Provide an installation Infection Control Plan that meets the facility’s infection control risk assessment requirements.

9) Provide an Installation Plan including phasing and indicating time per unit with minimum interference with patient care. Example: installed on days when patient population is down, possibly weekend or Monday and Friday. The least amount of disruption to patient’s comfort and care is expected.

10) Specify all previous work done by vendor in VISN. Is it complete, including all training?

11) Provide Plan of Equipment Certification after install.

12) Provide Plan reflecting availability of vendor for follow- up, to include but not limited to: repairs, adjustment, sling replacement after installation is complete; and address after hours and weekend response during warranty period.

13) Initial set up must include expendable accessories, such as slings. Provide one non-disposable, or two disposable or wipeable, slings per lift, as per facility specifications.

14) Shall submit enough product information to allow the Government to evaluate the product(s) being offered.

15) Equipment installed shall be subject to the following Specs:

· Available as UL listed full-system installations (UL 60601-1)

· Up to 26’ span for unspliced rail

· 23’4” traverse rail span capability at a minimum of 750 lbs.

· 20’ traverse rail span capability at 1,000 lbs.

· Supplier system engineered lateral bracing brackets (Not after market)

· Optional InfraRed remote control of lift available

· Optional InfraRed remote control of lateral movement for motor and traverse rail

· O.S.H.P.D. (California seismic resistance) approved system installations available.

· Rust/stain-resistant, single-bar-design hangar bar with integrated bearing-swivel and closed-cell.

handgrip; available in multiple sizes

· 100% motor testing before shipment

· In-field-serviceable software-based controller boards

· Anodized aluminum rail finish to prevent flaking, chipping, fading, or peeling.

· Over-speed safety governor on motor

· Soft start/stop control.

· Visual low battery indicator

· The hand control must be wired, with LCD screen capable of displaying patient weight (if scale option is purchased) and lift usage information.

· Scale must be internal; with patient weight displayed on a screen located on the hand control.

· Class III internal scale must be available as an option; with patient weight displayed on a screen located on the hand control.

· The hoist must not have an external scale attachment.

· Battery charger is splash proof and double insulated, always provides continuous charge, in any location within overhead rail system.

· Sound level of lifting motor to be less than or equal to 52dB(A)

· Emergency switch to offer disengagement then emergency lower at controlled speed.

· When using rails that connect to an additional room, the track rail system must allow for seamless transition to a second rail system using a non-motorized gate system. The gate system must be automatic, non-electric, and require no external activation via pull cord or switch. The gate system must open upon alignment of rails and remain locked when rails are out of alignment.

· All installations are completed by Factory Certified, US installers.

· Available UL certification of entire installation as opposed to UL listing on the transformer only.

· Provision of system approval on room covering according to ISO EN 60601-1 Medical Equipment

· Provision of system approval on room covering according to ISO EN 10535 Safe Patient Handling Equipment

· Installation hardware meets IBC 2006 (International Building Code) standards.

· Supplier must be able to provide lift systems from a manufacturer that has had no FDA recalls in company history, and that has been manufacturing patient lifts for over 40 years.

· Supplier must be able to provide lift systems from a manufacturer that has had no FDA recalls in company history, and that has been manufacturing patient lifts for over 20 years.

· Lift must charge anywhere on the track via continuous AC charging.

6. Performance Monitoring Each room’s lift system shall be weight and function tested after installation in compliance with the VHA checklist required by Patient Safety Alert AL14-07. Each checklist shall be provided to Contracting Officer Technical Representative within 7 days of installation along with any checklist required by the manufacturer. Any changes in inspection requirements during the period of installation will be communicated to the Contractor immediately. In accordance with Patient Safety Alert AL14-07, design and structural drawings must be provided, and Miami VA stakeholders must have an opportunity to approve or ask for changes before installation.

7. Security Requirements No maintenance or installation of VA Information System Hardware or Software is performed under this contract. No contractor access to a VA Information System, VA Protected Health Information (PHI), nor VA Personally Identifiable Information (PII) is allowed or performed under this contract. Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

8. Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI).

Copies of floor plans provided in solicitation.

11. Place of Performance.

United States Department of Veterans Affairs Bruce W. Carter Medical Center 1201 N.W. 16th Street Miami, Florida 33125-1624

12. Period of Performance Project to be completed within 180 days. Installation will be from 7:00am to 8:00pm seven days a week.

13. Delivery Schedule.

All materials will be delivered to Miami VA and kept in a storage container.

Lifts motors will be delivered to Doral Warehouse for Tagging and Inventory Control. The motors will be delivered to Miami VA from Doral Warehouse in amounts requested by the vendor.

14. Salient Characteristics The purpose of these specifications is to outline the type of patient lift equipment required and define the extent of the design and installation work needed to complete the project described herein. Anything not specifically included in this description is excluded from the agreed upon scope of work. In the event of a conflict between the work described in these specifications and the supplemental documents, this work scope definition shall govern.

The Miami VA Healthcare System has a requirement to replace and add additional ceiling mounted patient lifts. This work will include removal and replacement of some existing lift systems and new installations in areas defined below. Removal of existing lift equipment will be accomplished by the contractor and materials will be returned to the VA for proper disposal. All new lift equipment will consist of Traverse or “H” style rails to maximize functionality over the bed. Max lift capacity for a regular lift shall be at least 880 lbs. Locations in our Community Living center with double occupancy rooms will be noted with a (1) or (2) for the bed number to be covered. Locations with an existing lift to be replaced will have the current lift model identified. Locations for the new installation will have blank under the replacement.

The Department of Veterans Affairs, Bruce W. Carter Medical Center is in need of:

1. Patient Lift System Features The patient lift system being considered for award must meet the following specifications:

a. Supplier must be able to provide a patient lift with automatic, hands free, dynamic body weight support and fall protection in real time during any selected patient care activity, rehab/therapy session or mobility sessions; clinical staff must be able to enter a specified “offload” weight, appropriate for the patient and particular task, directly into the hand control, after which the lift must continually offload the specified weight as patient moves and their center of gravity changes, without the need for staff to continue operating the hand control. Offload weight must be adjustable during a single session so that a patient can progress during that session or if a patient requires more or total assistance. At all other times the lift must be able to be used as a normal ceiling lift system for standard transfers and repositioning, as well as weighing patients without the need for an external scale system.

b. The hand control must be wired, with LCD screen capable of displaying patient weight and lift usage information.

c. Class III internal scale must be available as an option; with patient weight displayed on a screen located on the hand control.

d. The lift must not have an external scale attachment.

e. The lift system must have a ten (10) year warranty (batteries and lifting straps included). The lift must have an expected lifespan of fifteen (15) years, without lift usage limits, on the condition of correct use and maintenance as stated in the manufacturer’s official user manual.

f. In addition to compliance with ISO 10535 (Hoists for the transfer of disabled persons – Requirements and test methods), the entire lift unit (not only the transformer) must be UL (Underwriters Laboratory) certified to meet requirements for user safety. Copy of certificate must be provided and copies of independent (third party) test reports should be made available upon request.

g. Remote access of usage and analytical data must have a wireless interface that connects to the existing Wi-Fi network infrastructure. Usage analytics and maintenance analytics software must have capability to be monitored remotely via web access, without the need for a physical connection cable with usage data displayed on LCD screen integrated into hand control.

h. Lift must charge anywhere on the track via continuous AC charging.

i. Lifting speed must be minimum 2.2 inches per second at maximum load capacity, with a soft/slow start and stop.

j. The track rails must be capable of accommodating stationary lock for lift unit and/or stationary lock for Traverse Rail with user capability via hand control to separately position and lock the motor and/or the traverse rail in designated location(s) when indicated for patient care activity.

k. The track rail system must allow for seamless transition to a second rail system using a non-motorized gate system. The gate system must be automatic, non-electric, and require no external activation via pull cord or switch. The gate system must open upon alignment of rails and remain locked when rails are out of alignment.

11AB Medical Surgical

11CD Medical Surgical

12D PCU

Community Living Center 1

Community Living Center 2

Spinal Cord Injury

Dialysis

CT scan

Urology

Dental Clinic

Ambulatory Surgery

Podiatry

2. Applicable manufacturer/model/make/catalog number –

3. Lift system solution must be provided by one manufacturer; multiple manufacturers for different areas or units will not be considered.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

All Material (track, trolleys, hoist, LED hand-control) and ceiling hardware to install ceiling lifts. Includes GH3+ 825lb hoist with integrated scale, wifi, CLM and Service.

Contract Period: Base POP Begin: 08-10-2026 POP End: 02-06-2027

LOCAL STOCK NUMBER: GH3

Care 3 Warranty Package LOCAL STOCK NUMBER: Care 3 Warranty

Additional Education - 1 day (8 hrs per day) LOCAL STOCK NUMBER: Additional Education

BioMed Training - 8 hour onsite troubleshooting class for up to 6 technicians LOCAL STOCK NUMBER: BioMed Training

Wifi Enabled CLM Activation to monitor usage data of the hoist systems LOCAL STOCK NUMBER: Wifi Enabled CLM

1 EA of: Disposable Basic Seated, Repositioning, Limb and Turning Slings (1 kit per system included) LOCAL STOCK NUMBER: Disposable Basic Seated

1 EA of: Reusable Basic Seated, Repositioning, Limb and Turning Slings (1 kit per system included) LOCAL STOCK NUMBER: Reusable Basic Seated

CERTIFIED INSTALLATION. Non Union Labor [and hardware] to install lifts in a typical 4m x 3m room. [1] room per day, [1] mobilization(s) of installation team. Electrical work, existing structure demo, modification, or reinstallation including but not limited to ceilings, walls, tile, patching, painting, acoustic caulking, asbestos abatement, smoke/fire wall repair, fireproofing reapplication, sprinkler relocation and door header modification is outside the scope of work for installers and is not licensed for performing such work, nor is responsible for hiring specific contractors/trades to perform such work. ICRA up to level II provided; additional is responsibility of facility. Will perform light cleaning of the area but returning room to original condition is outside of scope of work for installers. If an Above Ceiling Work Permit is required, facility must provide.

LOCAL STOCK NUMBER: INSTALLATION

3G Program. 10 - year full comprehensive warranty - Annual Inspection, Unlimited Service Repairs: time, travel, labor, and parts (including batteries) all included.- 10 weeks of unit peer leader training and sling audits over the course of the 10-year 3G program.

LOCAL STOCK NUMBER: Guldmann 3G Program

Removal and disposal of old ceiling lifts and track systems.

LOCAL STOCK NUMBER: Removal and disposal

B.3 DELIVERY SCHEDULE

1201 N.W. 16th St.

Miami, FL 33125 1624

USA

(305) 575-7000 Ext 13718 Eric.Wilhelm@va.gov

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

(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 FAR 52.233-1, Disputes, which is incorporated in this contract 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 that 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

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

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

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

C.2 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies…