36C25925Q0247.docx

36C25925Q0247

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

36C259-25-AP-0379

660-25-3-5059-0010

02/24/2025 Thomas Parsons

03-11-2025

3:30 PM

CST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

X

238290 $22 Million

N/A

Department of Veterans Affairs George E. Wahlen Medical Center 500 Foothill Boulevard

Salt Lake City UT 84148-0001 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

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

See CONTINUATION Page Elevator Maintenance Services

All questions must be submitted to thomas.parsons2@va.gov and received no later than 12:00pm CST on 03/04/2025.

An amendment will be posted no later than 3:30pm CST on 03/07/2025 with responses to questions submitted.

All offers must be submitted to thomas.parsons2@va.gov and received no later than 3:30pm CST on 03/11/2025.

Clause 852.219-75 MUST be completed and signed for offer consideration.

Period of performance:

Base Year - 04/01/2025 - 03/31/2026 Option Year 1 - 04/01/2026 - 03/31/2027 Option Year 2 - 04/01/2027 - 03/31/2028 Option Year 3 - 04/01/2028 - 03/31/2029 Option Year 4 - 04/01/2029 - 03/31/2030

See CONTINUATION Page

LOA# 660-3650162A1-5059-854100-2670 010050190

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

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

Page 1 of Page 1 of

PERFORMANCE WORK STATEMENT (PWS)

1. REQUIREMENTS.

Contractor to provide full maintenance which includes regular and systematic inspections, monthly fire fighter function test and documentation, for the Salt Lake City UT VA Medical Center (VAMC) located at 500 Foothill Blvd., Salt Lake City, Utah 84148. Attachment “B” contains the full listing of elevators, dumbwaiters, and wheel-o-vator covered under this contract and unit prices proposed under the Section Schedule of Supplies/Services (Price) per the terms and conditions stated herein. During the inspection visits, the Contractor shall clean, adjust and lubricate the equipment as specified below, determine the nature and extent of any trouble/problems, and the maintenance required to restore the elevators to safe and satisfactory service, and if conditions warrant, furnish and install parts listed below. All equipment, materials, and installations shall conform to the following codes:

(a) The latest edition of the American National Standard Safety Code for Elevators, Dumbwaiters, Escalators, and Moving Walks – ANSI A 17.1

(b) The latest edition of the American Standard Practice for Inspection of Elevators, Inspectors Manual, A 17.1

(c) The C&A requirements do not apply, and that a Security Accreditation Package is not required

2. QUALIFICATION OF OFFERORS.

(a) The prime contractor shall be a firm regularly engaged in the repair, maintenance and servicing of vertical transportation systems, hereinafter referred to as elevators. Their expertise, experience, and regular business shall include the repair, maintenance and servicing of both traction type machines and hydraulic machines of the passenger, freight and hospital type elevators. They shall possess all the manpower, equipment, tools, and reliable sources of OEM parts necessary to promptly, skillfully, and expertly carry out the conditions of the contract. Offerors shall employ local, qualified technicians and must be able to demonstrate the ability to respond to emergency service calls within a one (1) hour window, at any hour of any day of the week as specified under Paragraph12 of this section.

3. QUALIFICATION OF PERSONNEL PERFORMING WORK.

All contractor technicians will have successfully completed training and certification from the original equipment manufacturer (OEM) or from an OEM accredited school and shall have a minimum of 3 years of experience on the type of equipment being serviced under this contract. They must possess and maintain licensure in accordance with Utah Department of Professional Licensing requirements for Elevator Mechanics. Proof of personnel certification and licensing shall be furnished to the Contracting Officer with the Offeror’s proposal by the due date specified on the SF1449, block 8. No unqualified individual will be allowed to perform maintenance and/or repair of any equipment under this contract. Technician trainees or other unqualified individuals may assist or observe only, however, may not be allowed to do so if their presence delays the progress of the work to be accomplished. The Government will NOT pay for unqualified individuals or technician trainees present.

4. INSPECTIONS.

(a) All passenger and service type elevators shall be inspected weekly; a minimum of one hour per elevator per inspection is required. Inspections shall be made each week. If a holiday falls on the scheduled day of inspections, the required inspection will be performed on the following workday. Records of inspection shall be submitted to Contracting Officer’s Representative (COR) on the date performed.

(b) All freight type elevators and dumbwaiters shall be inspected twice monthly; a minimum of one and one-half hours per elevator and three quarters of an hour per dumbwaiter per inspection is required. Inspections will be two weeks apart or sooner if deemed necessary by the government or the contractor. Records of inspections shall be submitted to the COR on the date performed.

5. CLEANING, LUBRICATION AND ADJUSTMENT SERVICES.

Cleaning, lubrication, and adjustment services shall be accomplished in accordance with (or exceed) Preventive Maintenance Check List (Exhibit #1); and/or when in excess of VA Standards and not contrary to them, as specified by the equipment manufacturer; and/or as required by the state of repair of a particular equipment component or end item. The work shall include, but not be limited to, the following: main machine, brakes, motors, generators, controllers, relay panels, selectors, operating devices, interlocks and contacts, guide shoes, roller guides in hoist way and car door sills, hangers for all doors and car doors, signal system, car safety devices, governors, tension frames, and sheaves. In addition, the requirement of paragraphs 6, 7, and 8 below shall also apply. Cleaning and refinishing of the interior of cars and exterior of hoist way doors and frames are excluded. The Contractor shall notify the COR, or his designee of any extended downtime (over two hours) due to delay in obtaining service, replacement parts, or other repair functions. Successful offerors may submit to Contracting Officer for approval an alternate inspection, cleaning, lubrication and adjustment checklist using Preventive Maintenance Checklist (Exhibit #1) as a guide. The contractor shall document on repair tickets/inspection tickets the nature of the work performed and the parts used.

6. CLEANING SERVICE.

Guide rails, overhead sheaves and beams, counterweight frames, top of cars, bottom of platforms, pits, and machine room floors shall be brushed, broomed, and mopped clean as specified. All accumulated rubbish shall be removed and deposited in the station provided trash compactor and dumpster. Chemicals, oily rags or other fire hazardous material shall be properly protected in Contractor-furnished VA-approved containers or removed from the station daily after the completion of the cleaning activity.

7. LUBRICATION.

All sheave bearings and hoisting ropes shall be lubricated; machine stuffing boxes and bearings on motor operated brakes shall be replaced, and gear cases and guide lubricators shall be refilled when required. Hydraulic fluid sufficient to maintain required operating levels shall be furnished on all hydraulic elevators. (refer to FAR clause 52.223-2 and Provision 52.223-1)

8. ADJUSTMENT SERVICES.

All hoisting ropes shall be examined, and the tension equalized and, whenever necessary to insure maintenance of adequate safety factors, all hoisting ropes and governor ropes shall be renewed. If replacement ropes are necessary, the contractor shall submit a proposal to the Contracting Officer for replacement. The proposal shall include a cost breakdown which will show the cost of the ropes and the cost of labor to install. The contractor will not commence with replacement until specifically authorized by the Contracting Officer. The exterior of the machinery and any other parts of the equipment, subject to rust, shall be kept properly painted and presentable at all times. The motor windings shall be kept free of rust where roller guides are used and properly lubricated where sliding guides are used. Guide shoe rollers and gibs shall be renewed as required to insure smooth and satisfactory operation. All electrical wiring and conductors extending to elevators and dumbwaiters from circuit breakers or main line switches in machine rooms and from outlets in the hoist ways shall be repaired and/or replaced when required. Circuit breakers or main line switches in machine rooms and from outlets in the hoist ways shall be repaired and/or replaced when required. Circuit breakers or main line switches, together with fuses for same, are excluded

9. HOURS OF WORK.

Work required in the performance of this contract shall be conducted during the hours as outlined below:

(a) Maintenance not requiring elevator operational "shut-down" will be performed during the hospital's regular administrative working hours, 8:00 AM- 4:30 PM except the contractor shall provide emergency call-back service at any hour of any day of the week as specified under Paragraph12 of this section.

(b) Maintenance requiring elevator operational "shut-down" will be performed during non-administrative working hours unless otherwise authorized in writing by the Contracting Officer.

(c) Prior to commencement and after completion of any work, including INSPECTIONS as required in Paragraph 4 above, during both normal and after duty hours, the contractor shall report to a specific office to be designated by the Contracting Officer. Due to security requirements, the Contractor or his authorized service representative will be required to wear an ID Badge which will be signed for upon arrival and turned in when leaving. This badge must be turned in before leaving the premises; otherwise the person signing for it will be required to pay for the unreturned ID Badge.

10. MATERIALS TO BE FURNISHED.

The Contractor shall furnish all lubricants, cleaning supplies, tools, and equipment necessary to perform the work described above. All lubricants shall be as recommended by manufacturer of the equipment or VA-approved equal thereto. (refer to FAR clause 52.223-2 and Provision 52.223-1)

11. PARTS TO BE FURNISHED AND INSTALLED OR REPAIRED.

In accordance with standard elevator industry practice, this is a full maintenance contract. The contractor will accept these elevators "as is". Except as listed below, no components are excluded from the requirements of this contract.

(a) The Contractor shall furnish and install or repair when and as necessary, machine hydraulic pumps, motor generators, controllers, selectors, worms, gears, thrusts, windings, commutators, hydraulic pump "VEE" belts and pulleys, hydraulic valve components and coils, circuits, magnet frames, relays, contractors, control fuses, cams, car door and hoist way door hangers, tracks and governors, push buttons, annunciators, hail lanterns and indicators, lamp replacements in signal systems and all other elevator signal and accessory equipment complete. All parts shall be original manufacturer's equipment (OEM).

(b) The Contractor shall not supply incandescent or fluorescent lamps for car light fixtures and shaft lights, floor covering on elevator car platform, make renewals, or repairs necessitated by reason of negligence or misuse of the equipment by person other than the Contractor, his representatives and employees or by reason of any other cause beyond control of the Contractor, except normal wear and tear, any new attachments as may be recommended or directed by inspection firms or by Federal, State, Municipal or other Government authorities. Incandescent and fluorescent lamps excluded above will be furnished to contractor by the Government and Contractor will be responsible for installation.

(c) This contract shall also cover those parts not listed in paragraph 11a above which cost less than $1,000.00. The contractor will be required to replace any part which cost less than the above amount at no additional charge to the Government. The monthly maintenance charge is understood to include the cost of such parts. If it is necessary to replace any part which costs more than the above listed amount the contractor shall immediately notify the Contracting Officer and provide a cost proposal for the part. The cost proposal shall be for the cost of the part only. The cost of the labor to install the part is understood to be included in the monthly maintenance charge. The Contracting Officer will either provide the contractor with the part or authorize the contractor to install the part and include the cost of the part on their monthly invoice or by purchase card order. If contractor furnishes the part, a quote from their supplier must be furnished with their invoice for verification of cost by the COR and will be paid by Government Credit Card or by contract modification.

12. EMERGENCY CALL BACK SERVICE.

Prompt emergency service shall be provided in response to emergency call backs. Requests will be made via telephone by the (1) Contracting Officer, (2) COR, or (3) their designees. Contractor must arrive on-site within one hour or less after notification of an elevator malfunction or emergency. This call back service shall be rendered at any hour of any day of the week as requested at no extra charge to the Government. Failure to maintain an acceptable rate of callbacks will be grounds to initiate termination for default. The contractors personnel shall stop at the boiler plant (Building 6) and log-in a book provided and pickup keys. When work is completed, the contractors personnel shall log-out and return the keys and leave service/PM tickets for work performed that day.

13. REPORT OF SERVICES.

Upon completion of the services, the contractor shall report to the COR or designee, and a written report of services performed shall be furnished to the COR or designee. Such reports shall advise of any repairs or repair parts not required to be furnished under the contract that are necessary to maintain the equipment in perfect operating condition.

14. RECORDS.

The contractor shall maintain a complete orderly and chronological file including drawings, complete parts list, and copies of all reports as required by these specifications. A record of all callbacks and repairs shall be kept by the contractor indicating any difficulty experiences and the corrective measures taken to eliminate these difficulties.

15. CORRECTION OF DEFICIENCIES FOUND DURING ELEVATOR INSPECTIONS.

The Offeror will be furnished a list of deficiencies that were found during the semi- or annual inspection performed by an independent inspection contractor. The Offeror will correct deficiencies noted within 30 days after receipt of the reports.

16. PERIOD OF PERFORMANCE:

Option Year Three: April 1, 2028 - March 31, 2029 Option Year Four: April 1, 2029 - March 31, 2030

Exhibit #1: PREVENTIVE MAINTENANCE CHECKLIST

1. Weekly Inspections.

Governors

· Blow switches, jaws, sheaves Tape Drives

· Blow sheaves and idler wheels Machine Rooms

· Sweep floors

2. Twice-Monthly Inspections.

Jack Shafts

· Grease bearings

Torque Motor

· Grease bearings Door Tracks

· Clean and grease

3. Monthly Inspections.

Tap Drives

· Grease bearings

(involves approximately two days)

4. Quarterly Inspections.

Car Doors

· Check oil level, leakage, and adjustment

Bottom Door Guides

· Check for looseness, noise, or wear

Ropes (All)

· Inspect for wear and broken wires

Main Switches

· Check operation and lubrication

5. Semi-Annual Inspections.

Ropes (All)

· Equalize

Traveling Cables

· Check worn spots, tape, and shellac

Rails

· Clean off fuzz

Gibs and Trailer Blocks

· Replace if worn

6. Annual Inspections.

Toque Motor

· Repack roller bearings

Rails

· Check alignment and clips

Compensation Sheave

· Grease bearing

ATTACHMENT B (SC-005)

SCHEDULE OF ELEVATORS - VAMC, SALT LAKE CITY UTAH

Building #1

MCE Hydraulic Periodic, Annual, 5 yr MCE Hydraulic Periodic, Annual, 5 yr

Building #2

Building #3

Building #4 OTIS Traction 1988 Periodic, Annual, 5 yr Building #5 OTIS Traction 1988 Periodic, Annual, 5 yr

Building #8 OTIS Traction 1988 Periodic, Annual, 5 yr

Building #13 OTIS Hydraulic 1988 Periodic, Annual, 5yr

Building #14

Building #48

Building #16 TKE Hydraulic 2010 Periodic, Annual, 5yr

Fisher House TKE Hydraulic 2011 Periodic, Annual, 5yr

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

POP: Base Year Plus Four Option Years Base Year: April 1, 2025 – March 31, 2026

Contract Period: Base POP Begin: 04-01-2025 POP End: 03-31-2026

Contract Period: Base POP Begin: 04-01-2025 POP End: 03-31-2026

Option Year One: April 1, 2026 – March 31, 2027

Contract Period: Option Year One POP Begin: 04-01-2026 POP End: 03-31-2027

Contract Period: Option Year One POP Begin: 04-01-2026 POP End: 03-31-2027

Option Year Two: April 1, 2027 – March 31, 2028

Contract Period: Option Year Two POP Begin: 04-01-2027 POP End: 03-31-2028

Contract Period: Option Year Two POP Begin: 04-01-2027 POP End: 03-31-2028

Option Year Three: April 1, 2028 – March 31, 2029

Contract Period: Option Year Three POP Begin: 04-01-2028 POP End: 03-31-2029

Contract Period: Option Year Three POP Begin: 04-01-2028 POP End: 03-31-2029

Option Year Four: April 1, 2029 – March 31, 2030

Contract Period: Option Year Four POP Begin: 04-01-2029 POP End: 03-31-2030

Contract Period: Option Year Four POP Begin: 04-01-2029 POP End: 03-31-2030

BASE YEAR TOTAL

OPTION YEAR 1

OPTION YEAR 2

OPTION YEAR 3

OPTION YEAR 4

CONTRACT TOTAL

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 (JAN 2025)

(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:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020),…