36C25924Q0026_1.docx

36C25924Q0026

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

36C259-23-AP-4807

666-24-1-683-0001

11-08-2023 Heather Clemons heather.clemons@va.gov

11-24-2023

5:00 PM

MST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

X

811310 $12.5 Million

N/A

36C666

Department of Veterans Affairs Sheridan VA Medical Center 1898 Fort Rd.

Sheridan WY 82801 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 (877)353-9791 (512)460-5221

Medical Gas & Vacuum Maintenance & Repair Services

All questions must be submitted to heather.clemons@va.gov and received no later than 12:00pm MDT on 11/16/2023.

An amendment will be posted no later than 3:00pm MDT on

11/20/2023 with answer to the submitted questions.

All offers must be submitted to heather.clemons@va.gov and received no later than 5:00pm MDT on 11/24/2023.

In order for offer to be considered, clause 852.219-75

MUST be completed and signed.

Estimated period of performance:

Base Year 12/20/2023 - 12/19/2024

Option Year 1 12/20/2024 - 12/19/2025 Option Year 2 12/20/2025 - 12/19/2026

Option Year 3 12/20/2026 - 12/19/2027 Option Year 4 12/20/2027 - 12/19/2028

LOA# 666-3640162-683-854100-2543 010055590

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:

Name/Title:

Email:

Address:

Phone:

DUNS Number:

Cage Code:

TAX ID:

b. GOVERNMENT:

Contracting Officer Tim Myers, timothy.myers5@va.gov Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Contract Specialist Heather Clemons, heather.clemons@va.gov Department of Veterans Affairs Network Contracting Office

NCO 19

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:

a. Other [X] Line item 0001 (and subsequent years) is to be billed monthly;

Line item 0002 (and subsequent years) is to be billed annually; Line items 0003 and 0004 (and subsequent years) are to be billed upon completion.

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971

FSC e-Invoice Contact Information: (877) 353-9791 FSC e-Invoice email: vafsccshd@va.gov All Invoices from the contractor shall be submitted electronically IAW VAAR Clause 852.232-72 Electronic Submission of Payment Requests. For any questions about the e-invoicing program, please contact the following:

Tungsten Network Client Services Phone: 1-877-489-6135 Link: https://www.tungsten-network.com/customer-campaigns/veteransaffairs/ VA Financial Service Center (FSC) Phone: 1-877-353-9791 For Invoice status tracking, the contractor should use the FSC Customer Engagement Portal, link: https://www.cep.fsc.va.gov/

B.2 PERFORMANCE WORK STATEMENT (PWS)

Preventative Maintenance, Repair, and Inspection of Dental & Medical Air and Vacuum Equipment Sheridan VA Medical Center (VAMC), Wyoming Located at 1898 Fort Road, Sheridan, WY 82801 Purpose: Veterans Affairs requires a qualified contractor to maintain, program, repair, and manage medical gas equipment. System maintenance ensures the system operates according to Original Equipment Manufacturers’ (OEMs) standards for each piece of equipment. Preventative maintenance ensures the medical facility can provide and use medical and Dental air, and vacuum when required, that system must be reliable and meet the VA energy conservation requirements. Services must be accomplished in a cost-effective, safe, efficient, and secure manner for the VA and in support of the VA Mission.

Performance Period: This contract is a one-year Base contract from 12/20/2023 – 12/19/2024 with four (4) additional one-year option periods, which if all exercised, gives an ultimate contract completion date of 12/19/2028.

Original Equipment Manufacturers (OEMs): A-dec, Beacon Medaes, Gardner Denver, Ingersoll Rand, and Ohmeda.

Equipment List: As follows:

Building 9 –

· Dental Air Compressor #1 – Ingersoll Rand, Model No. W11ie-A145-E-208-3, Serial No. (M) 12/29/2021-S32079-2430, EE# 28447

· Dental Air Compressor #2 – Ingersoll Rand, Model No. W11ie-A145-E-208-3, Serial No. (M) 12/20/2023-S32079-2421, EE# 28448

· Dental Air Dryer – Ingersoll Rand, Model No. DA127ECA100, Serial No. WCH1058195, EE# 28446

· Dental Air Pressure Receiver Tank – Ingersoll Rand, Model No. A10325NB, Serial No. 38022851, EE# 28290

· Dental Air Electronic Drain Valve Kit (on pressure tank) – Ingersoll Rand, EDV-2000 Electronic Drain Valve Kit (1277 SCFM, 200 PSI, 1” NPT Relief Valve Inlet)

· Dental Air High Efficiency Filters (QTY 2) – Ingersoll Rand, FA150IH High Efficiency Filter, 1” NPT, 88 SCFM with Autodrain

· Dental Air General Purpose Filter (QTY 1) – Ingersoll Rand, FA150IG General Purpose Filter, 1” NPT, 88 SCFM with Autodrain

· Dental Vacuum #1 – A-dec DV10 SMART-VAC System, Serial No. 22IDV10-A00004, EE# 29357

· Dental Vacuum #2 – A-dec DV10 SMART-VAC System, Serial No. 22IDV10-A00002, EE# 29358

· Solmetex NXT Hg5 Amalgam Separator (QTY 1) Building 71/71N –

· Medical Air Compressor – Beacon Medaes, Model No 410700792, Serial No 237876-2 PW

· Medical Air Vacuum – Beacon Medaes, Model No 4107107489, Serial No HOP351251

· SPS Duplex Compressor – Gardner Denver, Model No HENVS3-10-3-325SMD800.

Building 86 –

· Medical Air Compressor – Beacon Medaes, Model No 4107005423, Serial No HOP450799

· Medical Air Vacuum – Ohmeda, Model No RC0100, Serial NoEAXY00129 Qualified Contractor: To fully qualify in performing services on this contract, and per this PWS, the Contractor must have at least 2 years of current medical equipment service experience in medical/dental air compressors and medical/dental vacuums maintenance repair services.

Qualifications:

· Service technicians shall be qualified, certified, have experience, and shall have authorization to work on, maintain, program, repair and manage proprietary systems for equipment listed above.

· Service technicians shall have current NITC ASSE 6040 training and certification.

· Contractor’s technicians shall be trained and certified on NFPA 99 Annual Medical Gas Inspection and Reporting.

· Service technicians shall have all necessary tools to complete all required maintenance and repair of the system and programs.

· Service technicians shall have specialized knowledge, training, and experience for the proprietary systems for equipment listed above.

Standards:

· Compressed-air intake filters shall be changed as recommended by the manufacturer.

· Vacuum equipment filters shall be changed as recommended by the manufacturer.

· Water shall be drained from compressed-air tanks as recommended by the manufacturer.

· Air compressor and vacuum pump belts shall be changed as recommended by the manufacturer.

· Invoicing shall be provided monthly and shall include a list of preventative maintenance (PM) performed.

· Prior to invoicing, Contractor shall provide a detailed report after completing each month’s preventative maintenance visit and after each visit when repairs are completed.

· Prior to invoicing, Contractor shall provide a detailed report after completing the annual medical gas inspection.

· Reports shall include, at a minimum, those items detailed under the ‘SERVICE REPORTS’ section below.

Preventative maintenance will be listed as a line item per month.

The contract will have a line item to cover anticipated repair costs, which can be used for labor, parts, and travel costs. Before repair work is scheduled, Contractor shall provide quote to the Contracting Officer’s Representative (COR) for the necessary repair work, including a breakdown of labor hours required, parts needed, and travel time costs (applicable if repair will not be completed during a normal monthly PM visit). The COR is authorized to review the quote for unscheduled maintenance repairs to determine price reasonableness and approve the quoted work if it does not exceed the annual repair maintenance line-item remaining balance. However, if the annual repair maintenance allocation of funds will be exceeded, a contract modification approved by the Contracting Officer (CO) is required before any additional unscheduled maintenance repairs can be performed.

To recap, unscheduled maintenance repairs work shall not be completed until quote has been approved by COR, and, if required, additional funds are added in an approved contract modification awarded by the CO.

Contractor Personnel Security Requirements:

· Contractors shall abide by the latest contractor badging requirements at the Sheridan VAMC. This currently requires contractors that are on-site less than 14 total calendar days per year to obtain a temporary contractor’s badge. Contractors on-site greater than 14 days per year are required to be fingerprinted, undergo background checks, and obtain a contractor’s PIV (Personal Identify Verification) badge.

· Contractors may forego this badging process if they already possess a current, non-expired PIV or CAC (Common Access Card) badge.

· Contractors shall wear their issued badges above the waist while performing work on VAMC property.

Keys: Contractor will be issued a set of keys by the COR or other authorized person to use while on-site for access to mechanical spaces and equipment locations. Contractor will be required to sign a key agreement, which may hold the Contractor responsible financially if they lose keys. Contractor shall sign for and check out keys at the beginning of each visit. Contractor shall return keys to COR at the end of each visit.

Performance Objectives:

Contractor must meet the following performance objectives at a minimum:

· Contractor shall change filters, drain water, check and replace belts, check settings, and verify operation of the medical equipment listed in this document as required by manufacturers.

· Contractor shall provide monthly preventative maintenance and service as listed in the service manuals for each piece of equipment listed in this document.

· Provide all materials, supplies, equipment, tools, and labor, necessary to perform equipment maintenance and programming.

· Coordinate work with the appropriate VAMC Personnel and contract COR prior to providing work.

· The preventative maintenance requires OEM-level of services for the contract. Contractor must supply all preventative-maintenance parts. All parts shall meet OEM standards for recommended parts.

· Contractor shall be responsible for shipment of repair parts with FOB (Free on Board) destination terms.

· Provide a visual and operational monthly inspection of all equipment listed in the Equipment List above. Notify COR of any discrepancies and needs for any unscheduled maintenance repairs.

· Provide sensor calibration and/or replacement, relief valve replacement, and electronic blow-down replacement as required on listed equipment.

· Provide monthly itemized report of preventive maintenance performed.

· Provide an approved on-site technician within 24-48 hours of notification of emergent maintenance repair services.

· Note: Contract line-item number (CLIN) x004 includes travel cost, diagnosis cost, and up to 2-days labor for one technician for each emergency visit. Repair parts and repair labor will be paid for under CLIN x003. Contractor shall provide COR with a quote after diagnosis and get COR’s approval prior to beginning repair work or ordering repair parts. (COR needs to check funds under CLIN x003 to ensure sufficient funds are in place to cover the repairs prior to approving the Contractor’s quote.)

· Provide a 24/7 phone line to reach knowledgeable personnel to assist VA staff in case of any medical gas and/or vacuum emergencies that may arise.

· Provide annual medical gas system inspections and annual reports in accordance with the NFPA 99 for Medical Air, Medical Vacuum, and Medical Oxygen systems to include at a minimum, but not limited, to the piping, pressure regulators, and outlets for Buildings: 9, 71, 71N, and 86.

Constraints/Boundaries:

· All work outside of preventive maintenance must be approved by the COR and/or CO as detailed above in ‘Standards’ section prior to scheduling and performing repairs work.

· Contractor shall perform the work during normal hours (7:30 am to 4:00 pm, Monday thru Friday). However, hours may be adjusted with approval of COR prior to scheduling.

· Contractor shall notify the COR if access is needed to a controlled area requiring escort.

This is a non-personnel services contract. The Contractor, its employees, agents, and subcontractors shall not be considered Government employees for any purpose. Contractor shall furnish all labor, materials, parts, equipment, tools, insurances, licenses, training, certifications, and supervision necessary to provide preventative maintenance and repair services in accordance with this Performance Work Statement (PWS) and contract. The Contractor is responsible for all charges, fees, applications, and procurement of all permits, licenses, registrations, and certificates, pursuant to lawful application of the provision of services. For a contract of this size, scope, and complexity, the successful Contractor must perform with a quality and a professional manner as recognized by commercial industry standards as good to excellent. Contractor is expected to provide a turnkey operation following contract award.

FEDERAL HOLIDAYS AND STANDARD BUSINESS HOURS:

Contract performance should occur between 7:30 am to 4:00 pm, Monday-Friday excluding Federal holidays, except by special alternate arrangement, coordinated and authorized by the COR. Contractor must coordinate all services with the COR.

The Federal Government observes the following days as holidays:

*Holidays that fall on Saturday are observed on the preceding Friday. Holidays that fall on Sunday are observed on the following Monday.

In addition to the days designated as holidays, the Government observes the following days:

· Any other day designated by Federal Statute

· Any other day designated by Executive Order

· Any other day designated by the President of the United States to be a Federal holiday

SERVICE REPORTS:

Service reports must each include the following information at a minimum:

· Equipment information, including model and serial number

· Date equipment was moved, if applicable

· Contact name, phone number, email, and license/certification numbers of individual in charge of service

· Date and time of services performed

· Details of all services performed, including notes that unit is in proper working condition and any deficiencies and plans to remedy them

CONTRACT OVERSIGHT BY THE CONTRACTOR:

Authority to Make Changes: The Contracting Officer (CO) is the only person authorized to approve changes in any of the requirements of this contract. In the event the Contractor affects any changes at the direction of any person other than the CO, the changes will be considered to have been made without authority and no adjustment will be made in the contract price or schedule to cover any increase in costs incurred as a result thereof. The CO shall be the only individual authorized to accept non-conforming work, waive any requirement of the contract, and/or modify any term or condition of the contract. The CO is the only individual who can legally obligate Government funds. No costs chargeable to the proposed contract can be incurred before receipt of a fully executed contract or specific authorization from the CO.

SAFETY AND COMPLIANCE:

The Contractor must perform services in accordance with:

1) All federal, state, and local laws, whether related to the performance of contract services or not.

2) Local, state, and federal Occupational Safety and Health guidelines and legislation including, but not limited to, Occupational Safety and Health Administration (OSHA).

3) Local, state, and federal guidelines and legislation, as well as Sheridan VAMC Directives and guidelines, relating to privacy protection laws.

Medical Center Directives and Policies:

Each VA Medical Center has directives and policies that are updated from time to time. The COR can provide more detailed information to the Contractor about these upon commencement of the contract and throughout the term of the contract, as needed. VA universal policies include parking, possession of weapons, cell phone use, use of photography, and smoking/vaping on VA property. Contractors must comply with posted rules and signs on Federal property. Violations of such policies may result in individual fines or citations answerable in the United States (Federal) District Court.

Remedy or Rework: Rework or Remedy is defined as performing the Service again until the purpose of this PWS is achieved in full. This involves less-than-satisfactory Service by the Contractor and as noted by the COR. Rework or Remedy must occur within a reasonable time, but no more than 5 business days of the notice of the rework or remedy requirement from the COR, and at no additional cost to the Government. In the event climate or weather conditions make it unsuitable for Services, the entire service date will be re-scheduled to a date and time mutually agreeable to the Contractor and the COR. Postponement because of these circumstances will not reflect any penalties assessed to the Contractor or to the Government.

Government Responsibilities: Work closely with the vendor and provide access to areas to complete required system inspection, maintenance, and repair.

(End of the Performance Work Statement)

B.3 PRICE/COST SCHEDULE

POP: Base Year December 20, 2023 – December 19, 2024

Contract Period: Base POP Begin: 12-20-2023 POP End: 12-19-2024

Contract Period: Base POP Begin: 12-20-2023 POP End: 12-19-2024

Contract Period: Base POP Begin: 12-20-2023 POP End: 12-19-2024

Contract Period: Base POP Begin: 12-20-2023 POP End: 12-19-2024

POP: Option Year 1 December 20, 2024 – December 19, 2025

Contract Period: Option Year 1 POP Begin: 12-20-2024 POP End: 12-19-2025

Contract Period: Option Year 1 POP Begin: 12-20-2024 POP End: 12-19-2025

Contract Period: Option Year 1 POP Begin: 12-20-2024 POP End: 12-19-2025

Contract Period: Option Year 1 POP Begin: 12-20-2024 POP End: 12-19-2025

POP: Option Year 2 December 20, 2025 – December 19, 2026

Contract Period: Option Year 2 POP Begin: 12-20-2025 POP End: 12-19-2026

Contract Period: Option Year 2 POP Begin: 12-20-2025 POP End: 12-19-2026

Contract Period: Option Year 2 POP Begin: 12-20-2025 POP End: 12-19-2026

Contract Period: Option Year 2 POP Begin: 12-20-2025 POP End: 12-19-2026

POP: Option Year 3 December 20, 2026 – December 19, 2027

Contract Period: Option Year 3 POP Begin: 12-20-2026 POP End: 12-19-2027

Contract Period: Option Year 3 POP Begin: 12-20-2026 POP End: 12-19-2027

Contract Period: Option Year 3 POP Begin: 12-20-2026 POP End: 12-19-2027

Contract Period: Option Year 3 POP Begin: 12-20-2026 POP End: 12-19-2027

POP: Option Year 4 December 20, 2027 – December 19, 2028

Contract Period: Option Year 4 POP Begin: 12-20-2027 POP End: 12-19-2028

Contract Period: Option Year 4 POP Begin: 12-20-2027 POP End: 12-19-2028

Contract Period: Option Year 4 POP Begin: 12-20-2027 POP End: 12-19-2028

Contract Period: Option Year 4 POP Begin: 12-20-2027 POP End: 12-19-2028

GRAND TOTAL BASE PLUS 4

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) 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:

(End of Addendum to 52.212-4)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (SEP 2023)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

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

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

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

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

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

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (9) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[] (11) [Reserved] [] (12) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[] (13) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

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

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

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

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

[] (17) 52.219-8, Utilization of Small Business Concerns (SEP 2023) (15 U.S.C. 637(d)(2) and (3)).

[] (18)(i) 52.219–9, Small Business Subcontracting Plan (SEP 2023) (15 U.S.C. 637(d)(4)).

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

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

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (SEP 2023) of 52.219–9.

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

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

[] (20) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[] (21) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[X] (22) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) (15 U.S.C. 657f).

[] (23) (i) 52.219–28, Post-Award Small Business Program Rerepresentation (SEP 2023) (15 U.S.C. 632(a)(2)).

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

[] (24) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

[] (25) 52.219–30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) (15 U.S.C. 637(m)).

[] (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

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

[] (28) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[] (29) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (DEC 2022) (E.O. 13126).

[] (30) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

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

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

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

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

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

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

[] (34) 52.222–37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

[] (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (36)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

[] (37) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

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

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

[] (39) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[] (40) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

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

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

[]…