36C25925Q0722.docx

36C25925Q0722

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-0813

660-25-4-132-0056

08-22-2025 Heather Chase heather.chase2@va.gov

09-12-2025

5:00 PM

MDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

X

532490 $40 Million

N/A

36C660

Department of Veterans Affairs George E. Wahlen VA Medical Center 500 Foothill Blvd Salt Lake City UT 84148 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

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

See CONTINUATION Page Surgical Power Equipment Lease & Service Agreement

All questions must be submitted to heather.chase2@va.gov and received no later than 12:00pm MST on 8/29/2025.

An amendment will be posted with answers to the submitted questions.

All offers must be submitted to heather.chase2@va.gov and received no later than 5:00pm MST on 9/12/2025.

Period of Performance:

Base Year 9/23/2025 - 9/22/2026 Option Year 1 9/23/2026 - 9/22/2027 Option Year 2 9/23/2027 - 9/22/2028 Option Year 3 9/23/2028 - 9/22/2029 Option Year 4 9/23/2029 - 9/22/2030

See CONTINUATION Page

LOA# 660-3650160A1-132-820200-3131 010020251

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:

SAM UEI:

Contracting Officer: Heather Chase heather.chase2@va.gov

Contract Specialist: Heather Chase heather.chase2@va.gov

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:

a. 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 http://www.fsc.va.gov/einvoice.asp Austin TX

b. The contractor shall submit original invoices in proper electronic format to the Financial Services Center (FSC) through the Tungsten System. Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Proper electronic format means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

i. VA’s Electronic Invoice Presentment and Payment System – the FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electron invoice submission. Please go to website: https://www.tungsten-network.com/customer-campaigns/veteransaffairs to begin submitting electronic invoices, free of charge.

ii. Vendor e-Invoice Set-Up Information: Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

1. Tungsten e-Invoice Setup Information: 1-877-489-6135

2. Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

3. FSC e-Invoice Contact Information: 1-877-353-9791

4. FSC e-Invoice email: vafsccshd@va.gov

5. REFERENCE NUMBERS: Please reference both the Task Order number TO BE ASSIGNED and the Obligation Number TO BE ASSIGNED on all correspondence and invoices. If contract option years are exercised, new obligation numbers will be issued and identified on the contract modification document.

B.2 STATEMENT OF WORK

STATEMENT OF WORK (SOW)

Power Surgical Equipment System Lease with Service Agreement

The Salt Lake City Veterans Health Care System has a requirement to start a new lease agreement for Surgical Power Equipment with Service for four (4) Operating Room (OR) services which include Orthopedic, Ortho-Spine, Neuro-Spine, and ENT. The contractor shall provide the leased equipment with disposables, servicing of leased equipment, yearly preventative maintenance of leased equipment, and all associated transportation costs for the duration of the lease.

Description/Background The Salt Lake City VA Medical Center has a current contract for power surgical equipment with a servicing agreement that is set to expire September of 2025. The facility needs to initiate a new lease for surgical power equipment, attachments for the equipment, consoles, disposables, servicing agreement to maintain all the equipment and yearly preventative maintenance of all equipment. The SLC VA Medical Center does not want to purchase this equipment, the facility wants to lease all equipment. This requirement is to fulfill the need for Operating Room services including Orthopedic, Ortho-Spine, Neuro-Spine, and ENT. All drills and saws will need to be compatible with all subspecialties with attachments for each specific service.

Salient Characteristics:

· Orthopedic Service

· Drills, attachments, and disposables must be usable by many subspecialists including but not limited to the following:

· Joint replacements

· Example surgeries include total hip and total knee arthroplasties.

· Trauma Surgeries

· Examples include fractures requiring internal fixation.

· Spine Surgeries

· Examples include pedicle screw placement, decompressions.

· Sports Medicine Procedures

· Example includes ACL reconstructions.

· General orthopedic procedures

· Examples include bone cutting, drilling, reaming.

· Ortho-Spine, Neuro-Spine, and ENT Services

· Telescoping ability of the bur up to 10mm allowing deeper access to the inner ear and nasal cavity.

· Procedure examples include cochlear implant placement, mastoidectomy in the temporal bone and functional endoscopic sinus surgery.

· Drills must have integrated irrigation bur that allows surgeons to go trans-nasal optimizing line of sight for maximum field of view during minimally invasive procedures.

· Procedure examples include Craniotomy, Anterior Cervical Discectomy, and Chiari Decompression.

· Drills must allow surgeons performing decompressions or micro disk to remove the most amount of bone through constant contact of the bur to minimize chatter.

· Procedure examples include Laminectomy, Corpectomy, ALDF, Microdiscectomy, ALIF, and Laminoplasty.

· Drills must be able to operate in backwards and forwards drilling with compatible attachments.

· Drills must operate at varying speeds depending on bone density, location, or depth.

· Desired Characteristics/Qualities in a Drill/Saw: From a clinical standpoint, the following characteristics are critical for a drill system to ensure efficiency, safety, and optimal surgical outcomes:

· Power and Precision: Drills must deliver consistent, high torque to handle dense bone or difficult drilling angles without overheating or stalling even with extended periods of continuous use.

· Ergonomics and Surgeon Comfort: Prolonged surgeries or complex procedures require lightweight tools with excellent balance and minimal vibration to reduce surgeon fatigue and enhance precision.

· Battery Longevity and Reliability: A reliable power source that lasts through long surgeries is essential to avoid interruptions mid-procedure, which can delay surgical times and increase risks to the patient.

· Ease of Sterilization and Durability: Repeated sterilization is required, and the equipment must withstand this without breaking down or compromising functionality. Instruments should be durable, easy to clean, and resistant to corrosion or wear from frequent sterilization.

· Minimal Maintenance and Downtime: Reliable equipment reduces the need for frequent servicing, allowing the OR to run efficiently without delays from equipment failures.

· Micro Power Equipment Requirements

· Dedicated wire driver handpiece allowing surgeons to grab wire.

· No tools required to load burs or blades.

· Up to a maximum 50,000 RPM

· Ability to operate two handpieces simultaneously.

· Large Power Equipment Requirements

· Cordless driver utilizing lithium-ion cell battery.

· Battery indicator light to show surgeon remaining battery life.

· Battery must be autoclavable.

· Rotary Drill

· Up to 157 in/lbs of torque

· 2 modes of operation

· Drill Mode 1,200 RPM

· Ream Mode 270 RPM

· Reciprocating Saw

· 2 modes of operation

· Fast mode at up to 13,000 cuts per minute

· Standard mode at up to 10,000 cuts per minute

· Sagittal Saw

· 2 modes of operation

· Fast mode at up to 12,000 cuts per minute

· Standard mode at up to 10,000 cuts per minute

· Must include Sternum Saw

· Precision Saw

· 2 modes of operation

· Fast mode at up to 16,000 cuts per minute

· Standard mode at up to 12,000 cuts per minute

· Equipment must be fully submersible and compatible with automated washing units.

· Service agreement must cover the following aspects:

· Unlimited repairs of entire system including drills, attachments, consoles, foot pedals, etc.

· No purchase orders for repairs, monthly payment must be all inclusive

· Fixed costs for the duration of the lease

· Dedicated call center

· Repairs performed by a trained service technician.

· Loaners available to ensure Surgery Service has enough equipment to not have to cancel or delay surgical cases.

· Overnight shipping of loaner or replacement equipment to the facility.

· Yearly preventative maintenance of the equipment.

· Company rep must be local to where the facility is located.

Leased equipment must be brand name or equal to the following:

Scope of work

1. All equipment will be drop ship to the facility and contractor shall cover all associated transportation costs.

a. Delivery location:

Department of Veterans Affairs Salt Lake City VA Medical Center 500 Foothill Dr.

Salt Lake City, UT 84148

2. The service agreement will be comparative to industry standard and cover the drills, saws and all attachments. If a drill or saw needs repair, a replacement will be shipped overnight while the defective item is shipped back for repair. If an attachment needs repair, a replacement attachment will be shipped overnight.

3. Preventative Maintenance (PM)

a. The Contractor shall perform yearly PM Service to ensure that the equipment listed in the schedule performs in accordance with the original manufacture’s specifications.

b. An outline of the PM schedule and procedures shall be provided to Biomedical Engineering Department & COR within 2 weeks of award of contract.

c. The contractor shall provide a written description of the Preventative Maintenance Inspections (PMI). This description shall include an itemized list of the procedures performed, including electrical safety. PM services shall include, but are not limited to, the following:

i. Reviewing operating system software diagnostics to ensure that the system is operating in accordance with the manufacturer’s specifications.

ii. Calibrating and lubricating the equipment

iii. Performing remedial, non-emergent maintenance

iv. Testing and replacing faulty and worn parts and/or parts likely to fail or become faulty or worn.

v. Inspection and replacement of worn or frayed electrical wiring and cables

vi. Returning the equipment to the operating condition and mode

vii. Providing documentation of services performed

d. All services shall be performed during normal hours of coverage.

e. PM inspection and calibration shall be performed in conjunction with all other preventative maintenance as outlined in the schedule submitted by the contractor and agreed to by the VA. All exceptions to the PM schedule shall be arranged and approved in advance with the COR or Biomedical Engineering Department.

f. The Contractor shall provide and utilize procedures and checklists with worksheet originals indicating work performed and actual values obtained (as applicable). Documentation shall be provided to the COR the Biomedical Engineering Department at the completion of the PM.

4. Unscheduled Maintenance

a. The contractor shall provide repair services which may consist of calibration, cleaning, adjusting, replacing parts, and maintaining the equipment, to include all intervening service calls performed between scheduled services and calibrations. The contractor shall repair the equipment to functional level equivalent to the original manufacturer’s specifications.

b. Only the CO, the COR, or alternate has the authority to approve/request an unscheduled maintenance service call to the contractor. The VASLCHCS requests that the Biomedical Engineering Department be designated as an alternate.

c. The contractor’s FSE shall respond on site within one (1) business day, after receipt of request for service. The contractor shall provide parts, if required to effect repair, and notify the VASLCHCS of an estimated time for repair completion.

d. There shall be no hourly charge to the Government for unscheduled maintenance performed within the normal hours of coverage defined in the statement of work.

e. Work performed outside the normal hours of coverage must be approved by the COR and Contracting Officer on a case-by-case basis. Any approval will be added to the contract via modification(s) and no work shall be performed prior to award of the modification(s).

5. Parts

a. The contractor shall furnish all spare and replacement parts under the terms of this contract. The price of all parts used to perform all scheduled preventative and unscheduled maintenance shall be included in the price of this contract as listed in the schedule. The Government will not pay for any parts provided (during either scheduled or unscheduled maintenance), by the contractor during the performance of this contract. Only new standard parts (manufactured by the maker of the equipment, or equally) shall be furnished to maintain equipment covered under the contract.

6. Documentation

a. The documentation shall include detailed description of the scheduled and unscheduled maintenance procedures performed, including replaced parts and prices (for outside normal working hour services) required to maintain the equipment in accordance with the specifications each ESR must, at a minimum, document the following data legibly and in complete detail:

i. Name of contractor and contract number

ii. Purchase order number

iii. Contractor service ESR number/log number

iv. Date, time (starting and ending), equipment downtime and hours on-site for service call.

v. VA purchase order number(s) covering the call if outside normal working hours.

vi. Description of problems reported by the COR/user (if applicable)

vii. Identification of equipment to be serviced: Inventory ID number

viii. Manufacturer’s name, device name, model number and serial number

ix. Any other manufacturer’s identification numbers

x. Itemized description of service performed (incl., if applicable, costs associated with after normal working hour services) including:

1. Labor and travel

2. Parts (with part numbers)

3. Materials and circuit location of problem/corrective action

4. Total cost to be billed (if applicable – i.e. part(s) not covered, or service rendered after normal hours of coverage)

5. Signatures, as needed

6. FSE performing services described

7. Authorized VA Employee who witnessed service described

b. Documentation will be submitted to Biomed and the COR.

7. Hours of Coverage

a. Telephone support

i. Non-emergency service technical support return call response time within two (2) hours during business hours.

b. Facility hours

i. Normal hours of coverage are Monday through Friday from 8am to 5pm local time (Mountain), excluding federal holidays listed as follows:

1. New Year’s Day

2. Memorial Day

3. Columbus Day

4. Christmas Day

5. Dr. Martin Luther King Jr’s Birthday

6. Independence Day

7. Juneteenth Day

8. Veteran’s Day

9. Presidents’ Day

10. Labor Day

11. Thanksgiving Day

12. Any other day specifically declared a National Holiday by the President of the United States

c. When one of the above designated legal holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday the preceding Friday is observed as a holiday by US Government Agencies.

8. Duration

a. The lease agreement will be for one year from 09/23/2025 until 09/22/2026.

b. The lease agreement will have four (4) option years extending the lease to 09/22/2030.

9. Infection Control

a. Contractor shall conform to the infection control measures as specified in the work area.

b. Preventative Maintenance Service will normally be performed in the surgical suite, unless otherwise directed by facilities staff.

10. Facility Security

a. Contractors, contractor personnel, subcontractors, shall be subjected to the same Federal Laws, Regulations, Standards, VA Directives and Policies regarding information system and physical security as VA personnel.

b. Contractor shall comply with all VAMC facility security requirements. Weapons prohibited: enclosed containers, toolboxes, vehicles, and personal property are subject to searches at the discretion of the VAMC police.

c. Contractors, contractor personnel, subcontractors, shall park in designated parking areas.

11. Network Security

a. Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

b. The IT security requirements for certification and accreditation (C&A) do not apply, and a Security Accreditation Package is not required.

c. For service that involves the storage, generating, transmitting, or exchanging of VA sensitive information but does not require C&A or an MOU-ISA for system interconnection, the contractor/subcontractor must complete a Contractor Security Control Assessment (CSCA) on a yearly basis and provide it to the COTR.

END OF STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

POP: Base Year September 23, 2005 – September 22, 2026

Contract Period: Base POP Begin: 09-23-2025 POP End: 09-22-2026

Contract Period: Base POP Begin: 09-23-2025 POP End: 09-22-2026

POP: Option Year 1 - September 23, 2006 – September 22, 2027

Contract Period: Option 1 POP Begin: 09-23-2026 POP End: 09-22-2027

Contract Period: Option 1 POP Begin: 09-23-2026 POP End: 09-22-2027

POP: Option Year 2 - September 23, 2007 – September 22, 2028

Contract Period: Option 2 POP Begin: 09-23-2027 POP End: 09-22-2028

Contract Period: Option 2 POP Begin: 09-23-2027 POP End: 09-22-2028

POP: Option Year 3 - September 23, 2008 – September 22, 2029

Contract Period: Option 3 POP Begin: 09-23-2028 POP End: 09-22-2029

Contract Period: Option 3 POP Begin: 09-23-2028 POP End: 09-22-2029

POP: Option Year 4 - September 23, 2009 – September 22, 2030

Contract Period: Option 4 POP Begin: 09-23-2029 POP End: 09-22-2030

Contract Period: Option 4 POP Begin: 09-23-2029 POP End: 09-22-2030

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 (JAN 2025) (DEVIATION FEB 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:

[] (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).

[] (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.

[] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) (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).

[X] (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 (JAN 2025) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(i) 52.219–9, Small Business Subcontracting Plan (JAN 2025) (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 (JAN 2025) of 52.219–9.

[] (v) Alternate IV (JAN 2025) 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.

[X] (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)).

[] (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).

[] (26) (i) 52.219-28, Postaward Small Business Program Rerepresentation (JAN 2025) (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. 637(a)(17)).

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

[] (32) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2025) (E.O. 13126).

[] (33) [Reserved] [] (34) [Reserved] [] (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.

[] (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 (JAN 2025). (E.O. 12989).