36C25924Q0615.docx

36C25924Q0615

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

36C259-24-AP-2794

575-24-3-6043-0293

07-16-2024 Thomas Parsons thomas.parsons2@va.gov

07-29-2024 3:30

CDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

X

561790 $9 Million

N/A

Department of Veterans Affairs Western Colorado Health Care System 2121 North Ave

36C259

Network Contracting Office

NCO 19

Financial Service Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page Kitchen Exhaust System Inspection and Cleaning

All questions must be submitted to thomas.parsons2@va.gov and received no later than 12:00pm CST on 07/21/2024.

An amendment will be posted no later than 3:00pm CST on 07/25/2024 with answer to the submitted questions.

All offers must be submitted to thomas.parsons2@va.gov and received no later than 3:00pm CST on 07/29/2024.

In order for offer to be considered, clause 852.219-75 MUST be completed and signed.

Period of performance Base Year 8/5/2024 - 8/4/2025 Option Year 1 8/5/2025 - 8/4/2026 Option Year 2 8/5/2026 - 8/4/2027 Option Year 3 8/5/2027 - 8/4/2028 Option Year 4 8/5/2028 - 8/4/2029

See CONTINUATION Page

LOA: 575-3640162-6043-855100-2580 010050192

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:

SAM UEI Number:

Cage Code:

TAX ID:

b. GOVERNMENT:

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

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Contract Specialist Thomas Parsons, thomas.parsons2@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:

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 STATEMENT OF WORK

36C25924Q0615

Page 1 of Page 1 of The Western Colorado Health Care System (WCHCS) located on 2121 North Ave, Grand Junction CO, 81501 has a requirement for cleaning and maintenance of all commercial kitchen hood exhaust systems.

Objectives Contractor shall provide inspection and cleaning services of the kitchen hood exhaust systems to meet compliance with the latest edition of NFPA 96 and VHA Directive 1439.

Scope of Work Contractor shall provide (2) semi-annual inspection, testing, and cleaning services for the commercial kitchen hood exhaust systems in accordance with the latest version of NFPA 96, VHA Directive 1439, manufacturer’s requirements, State, County, and City laws, ordinances, and regulations. Contractor shall perform service in the following 3 locations at the facility:

Lower Canteen Kitchen; 1 exhaust system.

Upper Nutrition Kitchen; 2 exhaust systems.

Community Living Center; 1 exhaust system.

Mandatory Tasks and Deliverables CLIN 0001(Base Year) – Complete semi-annually Inspection, testing, and cleaning of the kitchen exhaust system, which includes but not limited to kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances, for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Deliverables for CLIN 0001 The first semi-annual service shall be completed within 30 days from contract or option year award date. The second semi-annual service shall be completed 6 months +/- 20 calendar days from the previous service date.

The contractor shall provide a field service report to the COR for all deficiencies identified during the service work, prior to departing the at the end of the service trip.

Within 10 business days after work performance has been completed, contractor shall provide via email, a written service report; including a service breakdown for all equipment in each kitchen area listed in the SOW, all tests completed and test results, all parts cleaned or replaced, and all deficiencies identified. The report shall include cost estimates and timelines for all deficiencies identified during the service work. The report shall include photos before and after cleaning of each kitchen exhaust system.

All deficiencies identified during the PM service shall be reported in writing by the contractor to the COR, prior to the contractor departing from the site visit. The COR shall determine if the deficiencies can be repaired as part of the next PM service, or if an emergency repair is needed. If an emergency repair is required, the Contractor shall provide the COR a cost estimate for the repair. The COR and CO shall review the repair request and issue a determination, which shall be communicated to the contractor from the COR. If the determination has concluded to exercise and emergency repair, a modification to this contract shall be required. Once the modification is complete, the CO will notify the Contractor the work is ready to be scheduled through the COR.

CLIN 1001 (Option Year 1) - Inspect, test, repair, and clean the kitchen hood exhaust system which includes kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Deliverables for CLIN 1001 The first semi-annual service shall be completed within 30 days from contract award date. The second semi-annual service shall be completed 6 months +/- 20 calendar days from the previous service date.

Within 10 business days after work performance has been completed, contractor shall provide via email, a written service report; including a service breakdown for all equipment in each kitchen area listed in the SOW, all tests completed and test results, all parts cleaned or replaced, and all deficiencies identified. The report shall include cost estimates and timelines for all deficiencies identified during the service work. The report shall include photos before and after cleaning of each kitchen exhaust system.

All deficiencies identified during the PM service shall be reported in writing by the contractor to the COR, prior to the contractor departing from the site visit. The COR shall determine if the deficiencies can be repaired as part of the next PM service, or if an emergency repair is needed. If an emergency repair is required, the Contractor shall provide the COR a cost estimate for the repair. The COR and CO shall review the repair request and issue a determination, which shall be communicated to the contractor from the COR. If the determination has concluded to exercise and emergency repair, a modification to this contract shall be required. Once the modification is complete, the CO will notify the Contractor the work is ready to be scheduled through the COR.

CLIN 2001 (Option Year 2) - Inspect, test, and clean the kitchen hood exhaust system which includes kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Deliverables for CLIN 2001 The first semi-annual service shall be completed within 30 days from contract award date. The second semi-annual service shall be completed 6 months +/- 20 calendar days from the previous service date.

Within 10 business days after work performance has been completed, contractor shall provide via email, a written service report; including a service breakdown for all equipment in each kitchen area listed in the SOW, all tests completed and test results, all parts cleaned or replaced, and all deficiencies identified. The report shall include cost estimates and timelines for all deficiencies identified during the service work. The report shall include photos before and after cleaning of each kitchen exhaust system.

All deficiencies identified during the PM service shall be reported in writing by the contractor to the COR, prior to the contractor departing from the site visit. The COR shall determine if the deficiencies can be repaired as part of the next PM service, or if an emergency repair is needed. If an emergency repair is required, the Contractor shall provide the COR a cost estimate for the repair. The COR and CO shall review the repair request and issue a determination, which shall be communicated to the contractor from the COR. If the determination has concluded to exercise and emergency repair, a modification to this contract shall be required. Once the modification is complete, the CO will notify the Contractor the work is ready to be scheduled through the COR.

CLIN 3001 (Option Year 3)- Inspect, test, and clean the kitchen hood exhaust system which includes kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Deliverables for CLIN 3001 The first semi-annual service shall be completed within 30 days from contract award date. The second semi-annual service shall be completed 6 months +/- 20 calendar days from the previous service date.

Within 10 business days after work performance has been completed, contractor shall provide via email, a written service report; including a service breakdown for all equipment in each kitchen area listed in the SOW, all tests completed and test results, all parts cleaned or replaced, and all deficiencies identified. The report shall include cost estimates and timelines for all deficiencies identified during the service work. The report shall include photos before and after cleaning of each kitchen exhaust system.

All deficiencies identified during the PM service shall be reported in writing by the contractor to the COR, prior to the contractor departing from the site visit. The COR shall determine if the deficiencies can be repaired as part of the next PM service, or if an emergency repair is needed. If an emergency repair is required, the Contractor shall provide the COR a cost estimate for the repair. The COR and CO shall review the repair request and issue a determination, which shall be communicated to the contractor from the COR. If the determination has concluded to exercise and emergency repair, a modification to this contract shall be required. Once the modification is complete, the CO will notify the Contractor the work is ready to be scheduled through the COR.

CLIN 4001 (Option year 4) - Inspect, test, and clean kitchen hood exhaust system which includes kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Deliverables for CLIN 4001 The first semi-annual service shall be completed within 30 days from contract award date. The second semi-annual service shall be completed 6 months +/- 20 calendar days from the previous service date.

Within 10 business days after work performance has been completed, contractor shall provide via email, a written service report; including a service breakdown for all equipment in each kitchen area listed in the SOW, all tests completed and test results, all parts cleaned or replaced, and all deficiencies identified. The report shall include cost estimates and timelines for all deficiencies identified during the service work. The report shall include photos before and after cleaning of each kitchen exhaust system.

All deficiencies identified during the PM service shall be reported in writing by the contractor to the COR, prior to the contractor departing from the site visit. The COR shall determine if the deficiencies can be repaired as part of the next PM service, or if an emergency repair is needed. If an emergency repair is required, the Contractor shall provide the COR a cost estimate for the repair. The COR and CO shall review the repair request and issue a determination, which shall be communicated to the contractor from the COR. If the determination has concluded to exercise and emergency repair, a modification to this contract shall be required. Once the modification is complete, the CO will notify the Contractor the work is ready to be scheduled through the COR.

Period of Performance The period of performance shall be from the date of award for a base year and 4 option years. The contractor shall coordinate with the COR to schedule the services outlined in Section 4. Normal hours of operation are Monday through Friday, 8:00am-4:30pm, except Federal holidays. The Contractor shall have the flexibility to schedule work outside the normal hours with prior approval of the COR. Contractor shall notify the COR 10 business days in advance to schedule work outside of normal operating hours. Work is to be conducted in a manner which would present the least amount of disruption to the healthcare facility and its operations.

There are eleven (11) Federal holidays set by law (U.S.C. Title 5 Section 6103): Under current definitions, five are set by date:

If any of the above falls on a Saturday, then Friday shall be observed as a holiday. Similarly, if one falls on a Sunday, then Monday shall be observed as a holiday.

The other six are set by a day of the week and month:

Place of Performance The service work shall take place at:

VA WCHCS; Bldg. 1 and Bldg. 20. 2121 North Avenue Grand Junction, CO. 81501 Key Personnel Certain skilled experience professionals and/or technical personnel are essential for accomplishing the work to be performed. These individuals are defined as “Key Personnel”.

Domain Knowledge The Contractor and key personnel shall conform to the latest versions of the Occupational, Safety and Health Act (OSHA), Electrical Safety - NFPA 96, IKECA, VHA Directives, State, County, and city laws, ordinances, and regulations.

Contractor Qualifications The Contractor shall provide key personnel who shall complete this Statement of Work (SOW) in a professional manner and in accordance with industry standards.

At the request of the COR, the Contractor shall provide documentation demonstrating the key personnel’s competence training and qualified work experience.

Type of Contract Firm Fixed Price Changes to the SOW Any changes to the SOW shall be authorized and approved only through written correspondence from the CO. A copy of each change will be kept in a project folder along with all other products of the project. The Contractor shall submit a change order request to the CO and request compensation for parts and labor not included in the scope of this contract prior to work being performed.

Contractor and Government Responsibilities Contractor Responsibilities Contractor shall furnish personnel, supervision, knowledge, professional expertise, tools, materials, equipment, and quality control to complete the Mandatory Tasks and Deliverables of this SOW.

The items necessary to perform work as required under this contract shall be furnished, maintained, and operated by the contractor and shall be consistent and fully compliant with all applicable OSHA, ASME, NFPA, Federal, State, County, City laws, ordinances, and regulations.

The Contractor and key personnel shall be responsible for the cost of repair or replacement of any damage to the VA Medical Center structure or equipment caused by the Contractor or key personnel.

The contractor shall provide a minimum of 15 business days’ notice prior to the commencement of work.

Key personnel shall sign in, sign out at Building 8, and communicate ongoing changes with the COR while on-station. Contact information shall be provided to the COR.

Governments Responsibilities The COR shall provide any relevant documentation regarding the work as required under this SOW. Additional documentation may be available at the request of the Contractor.

Formal Acceptance or Rejection of Deliverables If deficiencies were discovered not covered by this service contract, Contractor shall provide a written (email is sufficient) detailed description of deficiencies discovered and a proposal to correct the deficiency, including a description of the timeline, labor, and cost of materials. The COR shall have 10 business days to review the proposal before recommending the CO accept or decline the offered correction. The CO shall review and provide authorization of the change order and authorize the work.

Quality Standards for Deliverables – Performance Measures Contractor shall schedule site visit maintenance at least 15 business days in advance of work performance.

Contractor shall meet the deliverable time requirements for equipment maintenance service.

Safety/EHS Contractor shall provide all SDS sheets for all chemicals and materials needed to complete required work to the COR a minimum of 30 calendar days prior to service work being completed. The submittal shall include specifics pertaining to the materials, such as:

Where used in the sequence of activities?

How much is needed?

Application method?

Cleanup procedures?

Spill prevention requirement?

Other items pertinent for EHS.

Contractor and key personnel shall comply with the requirements of the SDS’s pertaining to storage, usage, disposal, and PPE requirements of each material used.

Security – Privacy Requirements The C&A requirements do not apply, and a Security Accreditation Package is not required.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor shall provide (2) semi-annual inspection, testing, and cleaning services for the commercial kitchen hood exhaust systems in accordance with the latest version of NFPA 96, VHA Directive 1439, manufacturer’s requirements, State, County, and City laws, ordinances, and regulations. Contractor shall perform service in the following 3 locations at the facility:

• Lower Canteen Kitchen; 1 exhaust system.

• Upper Nutrition Kitchen; 2 exhaust systems.

• Community Living Center; 1 exhaust system.

Inspect, test, repair, and clean the kitchen hood exhaust system which includes kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Contract Period: Base POP Begin: 08-05-2024 POP End: 08-04-2025 PRINCIPAL NAICS CODE: 561790 - Other Services to Buildings and Dwellings PRODUCT/SERVICE CODE: J073 - Maintenance, Repair, and Rebuilding of Equipment - Food Preparation and Serving Equipment

Contractor shall provide (2) semi-annual inspection, testing, and cleaning services for the

VHA Directive 1439, manufacturer’s requirements, State, County, and City laws, ordinances, and regulations. Contractor shall perform service in the following 3 locations at the facility:

• Lower Canteen Kitchen; 1 exhaust system.

• Upper Nutrition Kitchen; 2 exhaust systems.

• Community Living Center; 1 exhaust system.

Inspect, test, repair, and clean the kitchen hood exhaust system which includes kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Contract Period: Option 1 POP Begin: 08-05-2025 POP End: 08-04-2026

PRODUCT/SERVICE CODE: J073 - Maintenance, Repair, and Rebuilding of Equipment - Food Preparation and Serving Equipment

Contractor shall provide (2) semi-annual inspection, testing, and cleaning services for the

VHA Directive 1439, manufacturer’s requirements, State, County, and City laws, ordinances, and regulations. Contractor shall perform service in the following 3 locations at the facility:

• Lower Canteen Kitchen; 1 exhaust system.

• Upper Nutrition Kitchen; 2 exhaust systems.

• Community Living Center; 1 exhaust system.

Inspect, test, repair, and clean the kitchen hood exhaust system which includes kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Contract Period: Option 2 POP Begin: 08-05-2026 POP End: 08-04-2027

PRODUCT/SERVICE CODE: J073 - Maintenance, Repair, and Rebuilding of Equipment - Food Preparation and Serving Equipment

Contractor shall provide (2) semi-annual inspection, testing, and cleaning services for the

VHA Directive 1439, manufacturer’s requirements, State, County, and City laws, ordinances, and regulations. Contractor shall perform service in the following 3 locations at the facility:

• Lower Canteen Kitchen; 1 exhaust system.

• Upper Nutrition Kitchen; 2 exhaust systems.

• Community Living Center; 1 exhaust system.

Inspect, test, repair, and clean the kitchen hood exhaust system which includes kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Contract Period: Option 3 POP Begin: 08-05-2027 POP End: 08-04-2028

PRODUCT/SERVICE CODE: J073 - Maintenance, Repair, and Rebuilding of Equipment - Food Preparation and Serving Equipment

Contractor shall provide (2) semi-annual inspection, testing, and cleaning services for the

VHA Directive 1439, manufacturer’s requirements, State, County, and City laws, ordinances, and regulations. Contractor shall perform service in the following 3 locations at the facility:

• Lower Canteen Kitchen; 1 exhaust system.

• Upper Nutrition Kitchen; 2 exhaust systems.

• Community Living Center; 1 exhaust system.

Inspect, test, repair, and clean the kitchen hood exhaust system which includes kitchen hoods, kitchen hood fans, grease removal devices, filters, ducts, and other appurtenances for the four (4) kitchen exhaust systems listed in the Scope of Work (SOW).

Contract Period: Option 4 POP Begin: 08-05-2028 POP End: 08-04-2029

PRODUCT/SERVICE CODE: J073 - Maintenance, Repair, and Rebuilding of Equipment - Food Preparation and Serving Equipment

Page 1 of

Page 1 of

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:

(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 (MAY 2024)

(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 Covered Entities (DEC 2023) (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) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved] [] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115–390, title II).

[X] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[X] (12) 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).

[] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

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

[] (16) 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).

[] (17) [Reserved] [] (18)(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.

[] (19)(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.

[] (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(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.

[] (22)(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.

[] (23) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[] (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[X] (25) 52.219–27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (FEB 2024) (15 U.S.C. 657f).

[X] (26) (i) 52.219–28, Post-Award Small Business Program Representation (FEB 2024) (15 U.S.C. 632(a)(2)).

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

[] (27) 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)).

[] (28) 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)).

[] (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[] (30) 52.219–33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

[X] (31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[] (32) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (FEB 2024) (E.O. 13126).

[X] (33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (34)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

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

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

[X] (36)(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.

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

[] (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (39)(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).

[] (40) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989).