36C26021Q0400_1.docx

36C26021Q0400

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.

DUNS:

DUNS+4:

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 ATTA

CHED

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. SIGNAT

URE 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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C26021Q0400 03-12-2021 Shawn Fernandez 253-888-4919 03-22-2021 3pm

PDT

36C260 Department of Veterans Affairs Network Contracting Office 20 1495 Wilmington Drive, Suite 360 DuPont WA 98327 X X 621999 $16.5 Million N/A X Department of Veterans Affairs Mann- Grandstaff

VA

Medical Center 4815 N. Assembly St.

Spokane WA 99205 36C260 Department of Veterans Affairs Network Contracting Office 20 1495 Wilmington Drive, Suite 360 DuPont WA 98327

Tungsten Financial Network

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page The contractor shall provide event monitoring for the Spokane VAMC.

See Section E.2 for instructions to submit offers.

Period of Performance:

Base Year: 04/01/2021 - 03/31/2022 Option Year One: 04/01/2022 - 03/31/2023 Option Year Two: 04/01/2023 - 03/31/2024 Option Year Three 04/01/2024 - 03/31/2025 Option Year Four: 04/01/2025 - 03/31/2026

* All questions regarding this solicitation must be submitted by NLT By 03/17/2021. Questions received after 03/17/2021 may not be answered.

See CONTINUATION Page X X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C260 Department of Veterans Affairs Network Contracting Office 20 1495 Wilmington Drive, Suite 360 DuPont WA 98327

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.

Tungsten Financial Network

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PERFORMANCE WORK STATEMENT (PWS)

CARDIAC EVENT MONITORING

1. Purpose

The purpose of this contract is to provide cardiac monitoring services to patients serviced by the Mann-Grandstaff VAMC Healthcare System.

The Contractor shall provide all equipment needed for 30-day wireless and looping event monitor testing, either by hospital delivery or direct mail out to patients. The contracted company will provide continuous twenty-four-hour physical observation of rhythm strips and immediately inform a representative from the vascular lab, AOD, or on call physician/department to any significant changes as specified by a doctor.

2. Contract Title

The contractor agrees in accordance with the terms and conditions stated herein, to furnish to the Department of Veterans Affairs, herein after called Mann-Grandstaff VAMC, located at 4815 North Assembly Street, Spokane, Washington 99205, Cardiac Event Monitoring services as specified and at the prices specified in the schedule of services.

The Spokane VAMC requires approximately (20) wireless, (10) looping 30-day, and (30) adhering cutaneous variable time cardiac monitors in office at all times to be used by our veteran population. Monitors shall comply with industry standards for 2 channel wireless event monitoring and single 2 channel looping event monitoring. They shall be of such weight and size as to be user-friendly for our predominantly geriatric population. The monitor shall use batteries that are readily available, easily changed, and supplied by the contractor. They shall be capable of monitoring heart rates between 0-500 BPM and recording at least (1.5) minutes, including both pre and post symptoms.

At the beginning of the contract, and any time there is a change in the equipment, the contractor shall provide on-site training for VA personnel.

Contractor shall provide the monitors, which shall be kept on site at the Mann-Grandstaff VAMC, Coeur d’Alene, Wenatchee, and our other rural health clinic and will be issued by Diagnostic Imaging Services (Vascular). The Point of Contact for the Mann-Grandstaff VAMC are the Health Technicians at (509) 434-7339. Patients will use the event monitor for approximately 30 days before returning them to the Contractor, or Mann-Grandstaff VAMC using a postage-paid return container supplied by the Contractor and to be determined time for the cutaneous model.

Additional monitors may be needed during the contract period at times of high usage. In such situations, the Spokane VA will contact the contractor by phone, fax, or email to request additional monitors. The contractor will provide the requested monitors to the Mann-Grandstaff VAMC within 2-3 business days.

Both the patients and Mann-Grandstaff VAMC staff shall have toll-free 24 hour/7 day per week telephone access to the contractor’s support staff who will supply help in resolving any monitoring problems.

The patient will call the staffed toll-free 24-hour phone number to transmit recordings. Upon receipt of a recording, the contractor will review the ECG data and assess the patient’s status using patient assessment techniques appropriate for the phone to determine the urgency of the situation. If it is determined to be potentially life-threatening (e.g. sustained tachycardia, significant bradycardia or pauses,) then the contractor will call the Mann-Grandstaff VAMC Officer of the Day at 509-434-7010. In such situations, the ECG rhythm is to be faxed to the VA within 10 minutes (509-434-7105 AND to 509-434-7131). In the event of life-threatening dysrhythmias (such as sustained ventricular tachycardia) the vendor is expected to follow their standard policies in terms of instructing patients to go to the nearest medical facility or immediately calling 911).

All other transmissions determined to be routine (i.e. not potentially life threatening) are to be faxed within 24 hours of receipt to the Mann-Grandstaff VAMC Diagnostic Imaging department at 509-434-7105.

At the end of the 30-day monitoring period the patient will return the monitor to the Contractor or Mann-Grandstaff VAMC who in turn will return it to the contractor. Upon receipt of the monitor or notification of termination of the study the Contractor will then issue a replacement monitor within 2-3 business days. All patient supplies shall be included in the contract (e.g. monitor, holder, ECG electrodes, batteries, pre-postage paid shipping container).

4. Scope

Although the documentation and interpretation is completely through Spokane VA Medical Center, this contract will also cover Coeur d’Alene, Wenatchee and our other rural health clinic VA patients. The main point of contact is the personnel within the vascular lab who, in turn, coordinates with Coeur d’Alene, Wenatchee; rural health clinics to ensure quality care and follow-up.

5. Specific Tasks

5.1 Process and Policy Management Control

5.1.1 - Integration Management Control Planning - Provide Cardiac event monitors for the vascular lab. Ability to keep floor stock up to par levels. The QASP (Quality assurance surveillance plan) will be utilized for quality assurance. Training will be provided by the contractor for any new software, event monitor, or new process being implemented by the contractor.

5.1.2 - Contract Management - Contractor will Provide a bi-monthly status, or as requested, to assist with monitoring the quality assurance, progress/status reporting and program reviews applied to this contract to the COR (Contracting officers representative).

5.2 Patient Enrollment

5.2.1 - Online Enrollment - The Contractor shall provide means of online/fax patient enrollment for 30-day Event Monitor patient services for approximately 110 studies annually, with an approximate of 10% growth each year.

5.2.2 - Online Access - Online access to database for Primary care providers, Mann-Grandstaff VAMC cardiologists, and vascular lab. Contractor will have 99% uptime of website.

5.2.3 - Transmission Responsiveness/Timeliness - Contractor shall provide live customer service to download transmissions within one minute.

5.2.4 - Patient Service - Contractor will have (24) twenty-four-hour continuous live patient service availability to answer questions or help with proper monitor usage.

5.3 Equipment

5.3.1 - Patient Instructions - Complete and clear written instructions included with every monitor.

5.3.2 Equipment Distribution – Contractor will supply a minimum of 30 event monitors for inventory to be applied in vascular Lab. Monitors will also be distributed to the outlying clinics, as well as ability for monitors to be mailed directly to the patient.

5.3.3 Equipment Supplies – All necessary supplies, cleaned, reset monitors, and accessories in monitor package including, but not limited to, instructions, electrodes, batteries and diaries.

5.3.4 Equipment Condition – Equipment shall be maintained in good working order. Equipment shall arrive in vascular lab/patients address that meets QA standards for cleanliness.

5.3.5 Equipment Inventory – Contractor will supply inventory of monitors and needed supplies at all sites listed for distribution.

5.3.6 EKG tracings – All wireless tracings are acquired in two simultaneous leads.

5.3.7 Monitor device configuration – 30-day wireless and looping event recorders.

5.4 Report Management

5.4.1 Rhythm monitoring – Contractor shall insure that tracings are monitored by trained personnel and overseen by a Cardiologist specialized in rhythm monitoring.

5.4.2 Quality Transmission of Tracing – If indicated Contractor will provide verbal education to patient producing the highest quality tracing possible, with little or no artifact.

5.4.3 Report Information – Contractor shall provide precise information, graphs and analysis as agreed upon between Company and Mann-Grandstaff VAMC Vascular Lab section and Cardiologist to fit need of studies.

5.4.4 Report Information Delivery - Prompt delivery of accurate reports either by fax, or On-Line acquisition as prearranged criteria 24 hours a day, 7 days a week, 365 calendar days of the year.

5.4.5 Equipment Compliance Review – Contractor shall contact patients or vascular lab if no events are transmitted in the first week to ensure compliance, understanding, and quality.

5.4.6 Online Access/Event Monitor - – Contractor shall provide 24 hours online access to full event monitor recording.

5.4.7 Urgent vs. Routine Notifications – Contractor shall provide prompt and accurate notification for any urgent finding. Notification shall be by fax, e-mail and/or phone call to AOD (administrative officer of the day) or the Vascular Lab.

5.5 Billing/Reimbursement

5.5.1 Invoice Billing - Invoices will be provided to Mann-Grandstaff VAMC monthly for Quality assurance, with all information required by COR for certifying invoices in Austin TX.

5.5.2 Pricing and Reimbursement Rates - Company will provide and adhere to agree upon reimbursement rates.

5.6 Customer Service

5.6.1 Help Desk/Phone Line – Contractor shall provide live customer service phone lines that will be available for both patients and hospital employees 24 hours a day, 7 days a week, and 365 days of the year.

5.6.2 Urgent Notifications - In the event of any unexpected findings, key individuals will be alerted, vascular lab during business days M-F 0730-1630 PST, or the AOD after hours at the Mann-Grandstaff VAMC by the contractor.

6. Performance Monitoring

The Government is required to monitor contractor performance and certify the work was done in accordance with the contract. This monitoring is done by the COR.

6.1 Equipment Oversight

COR will randomly select one monitor every two weeks to audit for supplies, cleanliness and performance. Any deficiencies will be documented and immediately reported to Supervisor and Contracted Company. There will be no more than three deficiency reports in a rating period of six months.

6.2 Notification Oversight

Notification failures will require written documentation from the contracted company stating reason for failure and an outline of the process implemented to eliminate issue in the future.

6.3 Rhythm Strip Oversight

COR will randomly select three monitor reports per month to ensure proper process are being followed for rhythm interpretation. The results of these reports will be sent to the vascular lab supervisor. Any deficiencies will be reported to contract Company for follow-up, and documentation outlining the process adjustment to eliminate this issue.

7. Security Requirements

7.1 Patient Information – Mail out Material

The COR shall develop and implement procedure to ensure that no sensitive patient identifying information is sent out in the mail. Any breaches will be immediately reported and remedied. There will be no more than one breach per rating period (six months).

7.2 Patient Information – Secure online program

Contractor shall provide an online system that adheres to all standards and policies set by Mann-Grandstaff VAMC Information Security Officer. Any breaches shall be immediately reported and remedied. There shall be no more than one breach per rating period (six months).

7.3 Patient Information – Online access of VA and contract company employees

Only Mann-Grandstaff VAMC and contract company employees with a “need to know” shall have access to the online reporting system. All standards and policies set by VA Information Security Office regarding online system usage shall be strictly adhered to. Any breaches shall be immediately reported and remedied. There will be no more than one breach per rating period (six months).

7.4 Patient Information – Faxing and phone usage -patient information

Contractor shall establish strict standards and procedures for contractor employees, which will be set and followed to ensure patient confidentiality. Any breaches shall be immediately reported and remedied. There shall be no more than one breach per rating period (six months).

7.5 Patient Information – Patient reports

Contractor shall establish strict standards and procedures in regard to patient reports to ensure patient confidentiality. Any breaches shall be immediately reported and remedied. There shall be no more than one breach per rating period (six months).

7.6 Secure Patient Information – Unescorted access to Spokane VAMC facilities

Strict standards to professionalism and patient confidentiality will be adhered to when visiting any Spokane VAMC facilities.

8. Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI)

There will be no government furnished equipment with this contract.

9. Other Pertinent Information or Special Considerations

9.1 Identification of Non-Disclosure Requirements

The contractor will have access to a significant amount of personal patient information, including full names, birthdates, diagnoses, addresses.

9.2 Packaging, Packing and Shipping Instructions

The contractor shall provide a consistent inventory, whether it is by personal drop off or mail. The contractor shall provide a postage paid process to return monitors for cleaning and interpretation.

9.3 Inspection and Acceptance Criteria

The COR will be responsible for periodically inspecting and certifying that the contracted company is performing to pre-arrange upon standards in regard to timeliness, quality and performance.

10. Risk Control

The Contractor shall be responsible for the proper cleaning and disinfection of equipment prior to each patient use, or as mandated by RME (reusable medical equipment) standards.

11. Place of Performance.

The contractor will only be providing equipment and off-site monitoring. No travel fees will apply. All delivery, disposable items, and equipment are included in the item price.

12. Period of Performance - Base year plus (4) four additional option years.

04/01/2021 – 03/31/2026 reevaluate yearly as needed.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor shall provide cardiac monitoring services for veterans assigned to the Mann-Grandstaff VA Health Care System (MGVAMC). Monitoring and analysis will be provided by fax and/or 24-hour online acquisition of full event monitor recording data for the duration of the performance year. All cardiology staff, specifically vascular lab technologists, will be capable of retrieving this information in PDF format from the vendor.

Contract Period: Base POP Begin: 04-01-2021 POP End: 03-31-2022

Contractor shall provide cardiac monitoring services for veterans assigned to the Mann-Grandstaff VA Health Care System (MGVAMC). Monitoring and analysis will be provided by fax and/or 24-hour online acquisition of full event monitor recording data for the duration of the performance year. All cardiology staff, specifically vascular lab technologists, will be capable of retrieving this information in PDF format from the vendor.

Contract Period: Option 1 POP Begin: 04-01-2022 POP End: 03-31-2023

Contractor shall provide cardiac monitoring services for veterans assigned to the Mann-Grandstaff VA Health Care System (MGVAMC). Monitoring and analysis will be provided by fax and/or 24-hour online acquisition of full event monitor recording data for the duration of the performance year. All cardiology staff, specifically vascular lab technologists, will be capable of retrieving this information in PDF format from the vendor.

Contract Period: Option 2 POP Begin: 04-01-2023 POP End: 03-31-2024

Contractor shall provide cardiac monitoring services for veterans assigned to the Mann-Grandstaff VA Health Care System (MGVAMC). Monitoring and analysis will be provided by fax and/or 24-hour online acquisition of full event monitor recording data for the duration of the performance year. All cardiology staff, specifically vascular lab technologists, will be capable of retrieving this information in PDF format from the vendor.

Contract Period: Option 3 POP Begin: 04-01-2024 POP End: 03-31-2025

Contractor shall provide cardiac monitoring services for veterans assigned to the Mann-Grandstaff VA Health Care System (MGVAMC). Monitoring and analysis will be provided by fax and/or 24-hour online acquisition of full event monitor recording data for the duration of the performance year. All cardiology staff, specifically vascular lab technologists, will be capable of retrieving this information in PDF format from the vendor.

Contract Period: Option 4 POP Begin: 04-01-2025 POP End: 03-31-2026

B.4 DELIVERY SCHEDULE

All

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS 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 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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 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 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) C.3 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021)

(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 items:

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

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

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 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 items:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (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.)

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

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

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

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

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

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-4.

[] (13) [Reserved] [X] (14)(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.

[] (15)(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.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (JUN 2020) (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 (JUN 2020) of 52.219–9.

[] (18)(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.

[] (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15 U.S.C. 657f).

[X] (22)(i) 52.219-28, Post Award Small Business Program Rerepresentation (NOV 2020) (15 U.S.C 632(a)(2)).

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

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (MAR 2020) (15 U.S.C. 637(m)).

[] (24) 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 (MAR 2020) (15 U.S.C. 637(m)).

[] (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[] (26) 52.219-33, Nonmanufacturer Rule (MAR 2020) (15 U.S.C. 637(a)(17)) [X] (27) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[] (28) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2020) (E.O. 13126).

[X] (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (30)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

[X] (31)(i) 52.222–35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

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

[X] (32)(i) 52.222–36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

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

[X] (33) 52.222–37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

[] (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (35)(i) 52.222-50, Combating Trafficking in Persons (OCT 2020) (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).

[X] (36) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

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

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

[] (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[] (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

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

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

[] (41)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-14.

[] (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

[] (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-16.

[X] (44) 52.223–18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

[] (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[] (47) (i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

[] (ii) Alternate I (JAN 2017) of 52.224-3.

[] (48) 52.225-1, Buy American—Supplies (JAN 2021) (41 U.S.C. chapter 83).

[] (49)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (JAN 2021) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[] (ii) Alternate I (JAN 2021) of 52.225-3.

[] (iii) Alternate II (JAN 2021) of 52.225-3.

[] (iv) Alternate III (JAN 2021) of 52.225-3.

[] (50) 52.225–5, Trade Agreements (OCT 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (51) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (52) 52.225–26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

[] (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[] (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

[] (55) 52.229–12, Tax on Certain Foreign Procurements (JUN 2020).

[] (56) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[] (57) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (58) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Oct 2018) (31 U.S.C. 3332).

[] (59) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

[X] (60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[] (61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[] (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

[] (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

[] (ii) Alternate I (Apr 2003) of 52.247-64.

[] (iii) Alternate II (FEB 2006) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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 items:

[X] (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

[X] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[] (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (MAY 2014) (41 U.S.C. chapter 67).

[] (6) 52.222-53, Exemption from Application of the Service Contract…