36C25025Q0634.docx

36C25025Q0634

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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

541-26-1-5225-0001 36C25025Q0634 06- -2025 Roman Savino 216-447-8300 07-18-2025 3:00 pm

EDT

36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490 Independence OH 44131 X X 561612 $29 Million N/A X 36C541 Cleveland VA Medical Center Wade Park Campus 10701 East Blvd Cleveland OH 44106 36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490 Independence OH 44131

36C250 Department of Veterans Affairs Financial Services Center Invoices to be Submitted Electronically www.ob10.com/us/en/veterans-affairs// e-Invoice Setup Info Phone 877-489-6135 TX 78714-9971 877-353-9791 512-460-5540 See CONTINUATION Page 1.

Uniformed Security Services for the Fisher House

2. Contract will be Base Year plus Four One Year Options

3. Base Year POP is from 10-1-2025 through 9-30-2026

4. Questions must be submitted by email to Roman.Savino@va.gov by 7-8-2025 See CONTINUATION Page X X Roman Savino Contracting Officer 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: Roman Savino, Contracting Officer 36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490 Independence OH 44131

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 REVIEW REQUIRED REGISTRATION WITH CONTRACTOR PERFORMANCE ASSESSMENT SYSTEM (CPARS)

B.3 IT CONTRACT SECURITY

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

1. GENERAL

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.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

a. A contractor/subcontractor shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

b. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

3. VA INFORMATION CUSTODIAL LANGUAGE

a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

b. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

*The contractor will ensure that each individual working with the VA ACC contract have an adjudicated background investigation verified to be at or above an acceptable level of the National Agency Check (NAC) and a National Agency Check with Inquiries (NACI) as determined by the position risk and sensitivity designation completed by the VA Contracting Official. The contractor will need to be able to provide a copy of the adjudicated background investigation of employees involved in this contract if requested by the CO or COR.

*Contract employees shall all receive annual privacy and confidentiality training provided by the company. The contractor will be able to provide a copy of the training provided to employees involved in this contract as well as certificates of completion of the training if requested by the CO or COR.

B.4 PERFORMANCE WORK STATEMENT

Contract Title. Uniformed Security Services for the VA Fisher House located at 10521 Lee Avenue, Cleveland, OH 44106. Contract will be from a Base Year with Four One Year Options, with the Base Year Period of Performance will be from 10-1-2025 through 9-30-2026. The contractor must have all necessary insurance and enough employees to perform the contract work within ten (l0) calendar days of notice-to-proceed.

Guard services shall be performed at the Fisher House during the hours listed below: On a 7 day a week basis from 7pm – 8am Monday-Thursday; 7 pm Friday- 8am Monday beginning 10-1-2025 through 9-30-2030.

Background. The Department of Justice has determined that premises owned or leased by the Department of Veterans Affairs (VA) are under the law enforcement jurisdiction of VA as that phrase issued in 38 U.S.C. Section 218. This determination rests upon the proviso that VA is the leaseholder/owner of the space coupled with possession and control of the space. Security & Law Enforcement Circular Letter 07-91-1 authorizes security services obtained by contract when VA police officer positions are unavailable. Contract security guards utilized by VA shall exercise any authority vested in them within the limits of their licensing. This exercise of authority does not include authorization to possess or bear firearms or “less than lethal” force alternatives in VA leased/owned space. Furthermore, the Cleveland VA has 18 other satellite facilities that all have security services. Our goal is to provide the Fisher House with security services consistent with existing services already provided at our facilities. Accordingly, this statement of work will prescribe our security needs and expectations.

Specific Tasks.

Task 1 – The contractor shall furnish all personnel with equipment and supplies, uniforms, training and management as specified herein.

Task 2 - The contractor shall provide contract employees that are licensed, trained, certified, and qualified according to federal and state regulations. The unarmed security guard service shall satisfy all terms and conditions specified in the contract.

Task 3 - The contractor shall provide Security, Safety, and Miscellaneous services at the Fisher House as directed by the Fisher House Administrative Officer. Required services shall include but are not limited to the following:

· Entrance Control Post: Operate and enforce a system of personnel identification.

· Roving Patrol Posts: Conduct patrols in accordance with established routes and schedules.

· Traffic Control: Direct traffic (vehicle and pedestrian) when needed and control parking.

· Security and Fire Systems: Monitor and operate building fire alarm, video surveillance, and intrusion/panic alarm detection systems and other protection devices or building equipment.

· Building rules and regulations: Observe building occupants and visitors for compliance with posted rules and regulations. Monitor surveillance cameras if applicable.

· Maintain security and order within the areas of assignment.

· Deescalate disruptive persons and redirects them appropriately.

· Defend and protect employees, patients, and visitors of the facility when appropriate and reasonable to do so.

· At all times project an image of “professional security” and courtesy in both appearance and demeanor.

· Report daily, in accordance with standard operating procedures, potentially hazardous conditions and items in need of repair, including inoperative lights, leaky faucets, toilet stoppages, broken or slippery floor surfaces, etc.

· Additional Duties: Turn off unnecessary lights, check safes and locking repositories and cabinets, open and secure doors and gates, etc.

· Prepare required reports as instructed. Perform routine clerical duties associated with position.

· Perform other functions as needed in the event of situation or occurrences such as civil disturbances or other criminal acts adversely affecting the security and safety of the Government, its employees, property and the general public lawfully on buildings or grounds under the control of the Government.

· Provide lay assistance and obtain professional assistance in accordance with procedures in the event of injury or illness to Government employees or others while in the building or grounds.

· Provide monthly testing of building intrusion alarm, motion detector and panic/duress alarm system, and provide documentation to the Fisher House Administrative Officer.

· Perform routine safety and security inspections of the Fisher House buildings and grounds and conduct accident reports and document findings to the Fisher House Administrative Officer.

· Monitor daily and test monthly all emergency exit signs and lighting. Document findings and inform the Fisher House Administrative Officer of detective equipment.

· Assist in conducting fire and disaster drills as directed by Fisher House Administrative Officer.

· Unlock and lock the facility as directed by the Fisher House Administrative Officer.

Task 4 - Contractor shall ensure that there is a designated staff member who is responsible for on-site training and orientation of all newly hired guards. The designated staff trainer must coordinate and communicate to the Fisher House Manager of any staff member who he/she is planning to provide training for prior to the newly hired guard reporting to duty for their first shift. The designated trainer will use a training plan that is developed and given to the trainer by the Fisher House Manager. The trainer must present all signed training logs of duties trained on with dates to the Fisher House Manager at the end of the new employee’s training. The training plan must be submitted to the Fisher House Manager for review, and approval prior to the newly hired guard being allowed to work independently.

Task 5- The contractor’s Program Manager or his/her designee must coordinate at least one site visit every 6 months to observe worksite and ensure staff operations are being carried out to the satisfaction of the Fisher House Manager. These site visits must be coordinated and scheduled in advance with the Fisher House Manager to ensure his/her availability during the site visit.

Task 6 - Contractor shall provide backup guard service during periods of vacation or sick leave. Back-up guards shall have all training and background checks required of the regularly scheduled guard.

Task 7 – The contractor shall ensure that security guards understand that the Fisher House has a shared law enforcement responsibility between local police and VA Police. When VA Police are not physically on the property local police are the primary responding law enforcement authority and should be contacted immediately for any emergency situations requiring police involvement. When contract security calls local law enforcement to respond to the Fisher House they will call VA Police within a reasonable amount of time and apprise them of the situation.

Task 8 – Contractor Furnished Training: The contractor shall furnish all Federal and State of Ohio required OSHA training; training in First Aid, Blood borne Pathogens, AED, CPR and Workplace Violence. This includes backup personnel. The contractor shall provide documentation of training prior to assignment of duty.

Task 9 - The contractor shall have their Ohio Department of Public Safety Private Investigator Security Guard Services (PISGS) license. Additionally, all security guards will be in possession of their PISGS registration card while in the performance of their duties.

Task 10 - The contractor shall furnish and maintain in acceptable condition, at no cost to the security guard employees, all items of an “industry standard” security guard uniform and equipment necessary to perform work required by this contract Task 11 - Contractor shall be prepared to provide uniformed security employees and perform all duties within ten (10) calendar day of notice-to-proceed. The Contractor shall assume all liability for any act by employees while exercising security authority.

Task 12- The guards shall meet the following requirements.

· Education/Experience: Must possess a high school diploma or equivalency, and have two (2) years’ experience demonstrating:

· Basic Security and Safety duties and responsibilities (i.e. security guard, loss prevention, etc.).

· Ability to meet and deal successfully with the public

· Ability to read, write, and speak the English language fluently

· Understand and apply printed rules, detailed orders, instructions, and training materials.

· Ability to maintain poise and self-control under stress

· Ability to conduct “Stop and Question” of persons found in closed areas, halls, locked areas, parking lots, or VA property during business, after hours and on weekends / holidays to ensure no criminal activity has or is taking place.

· Must be capable of detaining person(s) while local police are notified and arrive.

· Ability to construct and write clear, concise, accurate, and detailed reports.

· Must possess skills in telephone etiquette and office organization skills.

Task 13 - The guard shall adhere to the facility’s no smoking policy. There shall be no smoking in any buildings, corridors or stairwells. Guards shall be restricted to smoking only in areas authorized. Smoking shall be restricted in parking lots when performing parking/traffic control duties. At no time shall a guard have a cigarette, pipe, cigar or chewing any type of tobacco or gum when offering information to patients, visitors or employees.

Task 14 - The Government may request the Contractor to immediately remove any employee(s) from the worksite(s) who are found to be unfit for performing security duties during their tour of duty. The contractor must comply with these requests. For clarification, a determination of unfit may be made for, but not limited to, incidents involving the most immediately identifiable types of misconduct or delinquency as set forth below:

· Violation of Rules and Regulations Governing Public Buildings and Grounds, 41 CFR 101-10.3, and existing Department of Veterans Affairs Rules and Regulations regarding the same.

· Neglect of duty, including sleeping while on duty, unreasonable delays, or failure to carry out assigned tasks, conducting personal affairs during official time, and refusing to render assistance or cooperate in upholding the integrity of the security program at the work site.

· Falsification or unlawful concealment, removal, mutilation or destruction of any official documents or records, or concealment of material facts by willful omission from official documents or records.

· Disorderly conduct, use of abusive or offensive language, quarreling, intimidation by words of actions, or fighting. Also participating in disruptive activities, which interfere with the normal or efficient operations of the Government.

· Theft, vandalism, immoral conduct, or other criminal actions.

· Selling, consuming, or being under the influence of intoxicants, drugs, or other substances which produce similar effects.

· Improper use of position

· Unauthorized use of communications equipment or Government Property

· Violation of security procedures or regulations

· Offensive or abusive actions, words, or possessions to include books, magazines, or electronic means that constitute sexual or other harassment or discrimination.

· The CO or his designated representative will make all determinations regarding the removal of any employee from the worksite. In the event of a dispute, the CO will make the final determination. If requested, specific reasons for removal of an employee will be provided to the contractor in writing.

Task 15- The contractor shall ensure guards have passed a state of Ohio criminal conviction check and applicant background check to include, verifying past employment, work history and education.

Security Requirements:

Service & Maintenance will follow the security requirements as per VA’s Medical Device Protection Program (MDPP) which protects VA’s medical devices through a comprehensive security initiative that encompasses pre-procurement assessments, medical device isolation architecture (MDIA), communication, validation, scanning, access control list remediation, patching, and secure remote connectivity.

General Security 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.

VA Information Custodial Language

1. a. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

1.

1. b. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

Check - In Requirements The contractor must report to their assigned contact to sign in before work begins. Upon completion of work, the contractor must report to their assigned contact to brief of work completed or available Staff if assigned contact is unavailable concerning completion of service, and then to sign out. At the end of each briefing, contractor will and must sign out.

TRAINING

a. All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

(1) Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the Contractor Rules of Behavior, Appendix E relating to access to VA information and information systems.

(2) Successfully complete the VA Cyber Security Awareness and Rules of Behavior training and annually complete required security training.

(3) Successfully complete the appropriate VA privacy training and annually complete required privacy training; and

(4) Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access [to be defined by the VA program official and provided to the contracting officer for inclusion in the solicitation document – e.g., any role-based information security training required in accordance with NIST Special Publication 800-16, Information Technology Security Training Requirements.

b. The contractor shall provide to the contracting officer and/or the COTR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

c. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until such time as the training and documents are complete.

SECURITY INCIDENT INVESTIGATION

1. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor/subcontractor shall immediately notify the COTR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/subcontractor has access.

1. To the extent known by the contractor/subcontractor, the contractor/subcontractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor/subcontractor considers relevant.

PERFORMANCE MONITORING

Performance standards define desired services. The Government performs surveillance to determine if the contractor exceeds, meets or does not meet these standards.

The Performance Requirements Summary Matrix, paragraph N/A (there is no PRS Matrix in the PWS) in the Performance Work Statement (PWS), includes performance standards. The Government shall use these standards to determine contractor performance and shall compare contractor performance to the Acceptable Quality Level (AQL).

Note: The subject contract does not contain a Performance Requirements section in the SOW. As such, the below listed Tasks, Indicators, and Standards have been extracted from SOW:

Comments:__________________________________________________________________________________________________________________________________________________________________________________________________________________

B.5 PRICE/COST SCHEDULE

ITEM INFORMATION

UNIFORMED SECURITY SERVICES AT THE FISHER HOUSE

Contract Period: Base POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 561612 - Security Guards and Patrol Services PRODUCT/SERVICE CODE: R499 - Support - Professional: Other

UNIFORMED SECURITY SERVICES AT THE FISHER HOUSE

Contract Period: Option 1 POP Begin: 10-01-2026 POP End: 09-30-2027

UNIFORMED SECURITY SERVICES AT THE FISHER HOUSE

Contract Period: Option 2 POP Begin: 10-01-2027 POP End: 09-30-2028

UNIFORMED SECURITY SERVICES AT THE FISHER HOUSE

Contract Period: Option 3 POP Begin: 10-01-2028 POP End: 09-30-2029

UNIFORMED SECURITY SERVICES AT THE FISHER HOUSE

Contract Period: Option 4 POP Begin: 10-01-2029 POP End: 09-30-2030

GRAND TOTAL

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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) 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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within the last 30 days of the contract expiration date.

(End…