36C26125Q0798_1.docx

36C26125Q0798

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

36C261-26-AP-0378

640-26-1-5051-0004 36C26125Q0798 10-27-2025 Yuliya Kochkina yuliya.kochkina@va.gov 559-241-6477 11-20-2025

3:00 PM

PST

36C261 Department of Veterans Affairs Network Contracting Office (NCO) 21 VA Central California Health Care System 2615 E. Clinton Ave Fresno

CA

93703 X X 561210 $47 Million N/A X 36C261 Department of Veterans Affairs VA Palo Alto Health Care System 3801 Miranda Ave Fresno

CA

93703 36C261 Department of Veterans Affairs Network Contracting Office (NCO) 21 VA Central California Health Care System 2615 E Clinton Ave Fresno

CA

93703

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center

PO BOX 149971

Austin

TX

78714-9971 ** Please see below schedule** Solicitation is 100% SDVOSB set aside.

This solicitation is for air filter replacement of HVAC Air Handling Units (AHU) for PAD Buildings at VA Palo Alto Healthcare System. Respondent is to follow the instructions listed in Section E. Quote shall be sent to yuliya.kochkina@va.gov by the date and time indicated in box 8. Respondents shall complete.sign VAAR 852.219-76.

Please carefully read the Instructions to Quotes and ensure quotes submitted are complete and conforming to the solicitation's requirements.

X Charee Harris 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 36C261 Charee Harris Department of Veterans Affairs Network Contracting Office (NCO) 21 VA Central California Health Care System 2615 E. Clinton Ave Fresno CA 93703

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs FMS VA-9 (101) Financial Services Center ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

36C26125Q0798

Page 1 of Page 1 of

STATEMENT OF WORK

Air Handling Units (AHU) Filter Replacement for PAD Buildings

1.0 General Intent

1.1 SCOPE: The contractor must provide personnel, equipment, tools, materials, supervision, and other items and services necessary to perform air filter replacement of HVAC Air Handling Units (AHU) on 96 Air Handling Units at VA Palo Alto Healthcare System Palo Alto Campus located at 3801 Miranda Ave, Palo Alto, CA 94304. The AHU inventory and filter counts are shown in the attached inventory. Any modifications or additional requirements not included in this service contract must have approval from the Government Contracting Officer (CO), Contracting Officers Representative (COR) or designee.

1.2 Contractor must have a safety program to include but not limited to, the following: Electrical Safety, Hazardous Material Handling, Industrial Safety Practices, and Confined Space program.

1.3 The contractor must perform to the standards in this contract. This contract is for one time replacement of all filters at all the Air Handling Units at Palo Alto facility per inventory provided.

1.4 This project shall be supervised by the appointed Government COR to ensure minimal impact to the medical center’s day to day activities. Scheduling of work shall be done with coordination and approval VA Palo Alto Engineering Service.

1.5 Period of performance is seven (7) months after award, with one (1) month for survey and verification.

2.0 General Information and Requirements

2.1 Failure to Comply: Failure to perform any of the services, as set forth in this contract will be considered grounds for invoking Termination for Default procedures.

2.2 Check-in and out on Service Calls at Service Calls at the VA Facility: The contractor’s personnel are required to check-in and check-out upon arrival and departure with the COR, if available the HVAC Shop Supervisor, prior to each service.

2.3 Work Site Access: Access to work areas, and contract performance monitoring, will be provided by VA HVAC Shop Supervisor and coordinated with COR.

2.4 Contractor Responsibilities:

a. Contractor Employees: The Contractor shall not employ personnel for work on this contract if such employee is identified to the contractor as a potential threat to the health, safety, security, general well-being or operational mission of the Veterans Health Administration staff and Veteran population. Contractor personnel shall adhere to the VA code of conduct.

b. Regulatory agencies: Work shall be performed, and equipment shall function in conformance with all VA safety standards, manufacturer’s/industry standards, the latest published edition of NFPA-99, FDA, OSHA, Joint Commission, and other applicable national standards. The COR may provide a copy of VA safety standards to the Contractor upon request.

c. Appearance: Contractor personnel shall present a neat appearance and be easily recognized as contractor employees. This may be accomplished by wearing distinctive clothing bearing the name of the company. Contractor personnel shall be dressed to present a clean, neat appearance when performing work under this contract on Federal property.

2.5 QUALIFICATIONS

a. Personnel performing maintenance and repair services must be fully qualified, competent, technicians. “Fully qualified and competent” is defined as factory trained and at a minimum two (2) years of experience doing similar work.

b. HVAC technicians must be “NAFA” National Air Filtration Association certified with documentation verifying they have successfully completed the prescribed training.

c. The HVAC lead technician must be “HAZWOPER” certified by the State of California OSHA standard.

d. Service company must have a current valid C-20 license.

2.6 NATIONAL HOLIDAYS: The Contractor is not required to provide services on the following National Holidays nor shall the Contractor be paid for these holidays:

New Year’s Day: January 1 Martin Luther King ‘s Birthday: Third Monday in January President’s Day: Third Monday in February Memorial Day: Last Monday in May Juneteenth: June 19th.

Independence Day: July 4th Labor Day: First Monday in September Columbus Day: Second Monday in October Veterans Day: November 11 Thanksgiving Day: Fourth Thursday in November Christmas Day: December 25

When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U.S. Government agencies. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday by U.S. Government agencies. Also included would be any other day specifically declared by the President of the United States as a National Holiday.

2.7 OVERTIME AND HOLIDAYS: Any overtime or holiday pay that may be entitled to contractor personnel performing under this contract shall be the sole responsibility of the contractor and shall not be billed to nor reimbursed by the Government. The contractor shall prepare their proposals with consideration of any overtime salaried required to perform the contract work.

2.8 PARKING POLICY: Contractor personnel are responsible to park only in designated parking areas. Parking information is available from the VA Police and COR. The VA shall not invalidate or make reimbursement for parking violations of Contractor's personnel under any circumstances.

2.9 SMOKING POLICY: As of 10/01/2019 smoking is prohibited on campus.

2.10 ORDERING ACTIVITY: Contractor shall not accept any instructions regarding the contract work issued by any person other than the CO or COR acting within the limits of his/her authority.

2.11 BADGES: Contractor personnel shall always be required to wear VA provided identification (I.D.) badges above the waist while on the VA grounds. Contractors shall be required to coordinate with COR in order to obtain the VA provided I.D. badges. VA provided I.D. badges shall be returned at the end of the contract or upon completion of service. Failure to wear ID badges may result in removal from Federal property.

2.12 VA POLICY: Possession of weapons is prohibited. Enclosed containers, including toolboxes and kits, are subject to search. Violations of VA regulations may result in citations in the jurisdiction of the United States (Federal) District Court.

2.13 COMPLAINTS: Contractor shall promptly and courteously respond to complaints within 3 working days. Including complaints brought to Contractor’s attention by the CO. Contractor shall maintain a written record of all complaints, both written and oral showing the identity of the individual, the nature of the complaint, and Contractor’s response. Contractor shall permit the Government to inspect such records upon reasonable notice.

3.0 Specific Tasks

3.1 Furnish and install disposable air filters in AHUs at the Palo Alto Campus buildings. The installation of air filters is part of the preventative maintenance program and filters in each AHU are to be changed once under this contract and within the period of performance. This request is for a turnkey annual air filter supply and replacement.

3.2 Work shall be performed at the VA Palo Alto Division (campus).

This contract is for filter replacement services to take place at the following buildings:

Building #

Verify exact AHU/ Filter count with Inventory provided.

Chart 3.2.

3.3 Upon award of contract, contractor must provide a schedule within 30 calendar days for filter replacement for all the buildings at the Palo Alto Campus after survey and verification. Work schedules will be approved and facilitated by the COR and VA Engineering Service. Contractor is to allow 3 weeks for approval of Utility Shut Down request for any building before turning off an AHU of a building for filter replacement. Contractor is to coordinate the shutdown request with the site manager and COR.

3.4 Certain critical areas shall require the air filters changes to be performed during off-hours or on weekends at no additional cost to the government. Building 100 is the main hospital building and the AHU-6 services the Operating Room (OR) Suite and AHU-6A serves Hybrid OR. Filter replacement on these units must be performed on the weekend outside of scheduled surgical services.

3.5. Filters shall be changed according to the attached AHU inventory. Contractor to field verify the inventory for sizes, quantities and MERV rating prior to purchasing the filters. Any discrepancy discovered on site must be brought to the attention of the COR immediately.

3.6 All Post filters are to have MERV rating of 15, all Medium filters are to have MERV rating of 11, and all prefilters to have MERV rating of 8 unless a change is made by the COR after inventory verification. All changes will be approved by the COR and any change in cost will be adjusted after approval by the contracting officer.

3.6a Contractor to note that filter inventory provided by the government does not identify medium filters separately where they occur, from post filters for MERV rating. Contractor to identify in field the AHUs that have medium filters and to use MERV 11 rated filters as medium filters.

3.6b. Contractor to provide VA an updated AHU filter inventory over the period of performance by making corrections to quantities and sizes as needed as well as identifying medium filters where they occur.

3.7 The Contractor shall ensure air filters fit tightly in the filter frame and to each other filter to ensure there will be no air flow blowby in the filter bank.

3.8 The contractor shall provide a complete report of all field service records to the COR within 5 days after the service has been performed. The contractor shall provide digital documentation of each and every air handler and filter bank serviced in a report to be delivered to the COR within 5 days of the completion of each monthly service. Filter frame condition reporting shall be a part of the filter change report.

3.9 The contractor is responsible for installing the filters correctly so as to optimize efficacy and minimize any potential blowby. Filters shall meet specifications as described above.

3.10 The Contractor shall submit any errors in the AHU inventory sheet to the COR for corrections. Errors may include discrepancies in filter sizes or types, or changes in filter ordering information such as part numbers. The COR will endeavor keep an updated AHU inventory to ensure accurate information is available to the Contractor and Engineering Service.

3.11 Cleaning of Job Site: Contractor shall keep the job site clean of surplus materials, old air filters and debris. Contractor shall dispose of removed air filters, debris, and leave the area broom clean. Used filters shall be transported fully enclosed in original boxes taped closed, sealed plastic bags or bins with plastic covering to contain all dust, or any combination of the above.

3.12 Reporting: For work and service performed during normal working hours, the Contractor will report upon arrival to the Contracting Officers Representative (COR) to arrange all services. The COR or his/her designee may accompany the Contractor throughout the job site. A detailed log shall be furnished to the COR upon completion of each service detailing removal/installation and cleaning/disinfecting of air handlers and fan coils.

This log will include which filters have been removed and replaced and from which location.

NOTE: PAYMENT OF INVOICES MAY BE DELAYED IF THE APPROPRIATE REPORTS ARE NOT COMPLETED PROPERLY AND ARE NOT SUBMITTED TO ENGINEERING SERVICE AS REQUIRED ABOVE.

3.13 Travel, zone, and labor charges performed during normal working hours are included at no extra cost. Authorization must be obtained from the Contracting Officer or the Contracting Officer’s Representative (COR) in advance for any work performed outside of normal working hours (after 4:00 p.m. and before 8:00 a.m. Monday through Friday, and Saturday, Sunday, or Federal holiday), to arrange for all services on the VA Division. If this authorization is given for the convenience of the Contractor, there will be no additional charge for labor, travel time, or other expenses.

3.14 Metric Dimensions: Products manufactured to metric dimensions will be considered on an equal basis with those manufactured using inch-pound units, provided they fall within the tolerances specified using conversion tables contained in the latest revision of Federal Standard No. 376, and all other requirements of this solicitation are met. If a product is manufactured to metric dimensions and those dimensions exceed the tolerance specified in the inch-pound units, a request shall be made to the Contracting Officer to determine if the product is acceptable. The Contracting Officer, in concert with the COR, will accept or reject the product.

3.15 Safety: Contractor shall follow all recommended safety procedures. It is not possible to guarantee all air handler interior light bulbs will be in good operating condition. The Contractor shall notify the HVAC Shop Supervisor and/or COR of lighting deficiencies immediately so any burned out bulbs could be replaced immediately.

4.0. Additional Specific Tasks

4.1 The contractor shall perform cleaning of condenser and evaporator coils, and filter racks and filter housing for AHUs at building 100, building 101, building 500, building 520 and building 7.

5.0 Additional Requirements

5.1. Contractor shall obtain all necessary licenses required to perform this work. Contractor shall take all precautions necessary to protect persons and property from injury or damage during the performance of this contract. Contractor shall be responsible for any injury to himself/herself, his/her employees, or others, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by him/her or his/her employees’ fault or negligence.

5.2 The Contractor must comply with all applicable Federal, State, and local requirements regarding Worker’s health and safety. The requirements include, but are not limited to, those found in Federal and State Occupational Safety and Health Act (OSHA) statutes and regulations, such as applicable provisions of Title 29, Code of Federal Regulations (CFR), Parts 1910 and 1926. The Contractor is solely responsible for determining the legal requirements that apply to activities and must ensure safe and healthful working conditions for its employees.

5.3 In the performance of this contract, the Contractor shall take such safety precautions as the Contracting Officer, or his designee, may determine to be reasonably necessary to protect the lives and the health of the occupants of any building. Contractor shall provide its employees any and all personal protective equipment required by OSHA.

5.4 The Contracting Officer or his designee will notify the Contractor of any non-compliance with the foregoing provisions and the action to be taken. After such notice, the Contractor shall immediately correct the conditions to which attention has been directed. Such notice, when serviced on the Contractor or his representative at the site of work, shall be deemed sufficient for the purposes aforesaid. If the Contractor fails or refuses to comply promptly,

6.0 Changes:

6.1 The Contractor is advised that only the Contracting Officer, acting within the scope of the contract, has the authority to make changes affecting the contract in terms of quality, quantity, price or delivery. In the event the Contractor affects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority, and no adjustment shall be made in the contract price to cover any increase in costs incurred as a result thereof.

6.2 Delay in Performing Contract Services: Contractor should fully understand the VA Medical employees are responsible for providing Veteran patient care, thus making advance scheduling a challenge. Contractor shall work closely with the designated COR to ensure scheduling is done for optimum results and minimal patient care interruptions. Documentation of delays to provide contract services shall be provided to the COR for a concurring signature from the COR. Contractor’s personnel shall be responsible for proper documentation of delays. The document must state the scheduled time that services were required, the reason for the delay, and the actual time contract services could be provided.

7.0 Insurance Coverage:

7.1 The Contractor agrees to procure and maintain, while the contract is in effect, Workers Compensation and Employee’s Public Liability Insurance in accordance with the laws of the State of California.

7.2 Public Liability Insurance: (1) the Contractor shall comply with applicable Federal and State laws with regard to liability arising or resulting from injury to or death of an employee, in performing the work under this contract, and shall save and hold the Government harmless against any or all loss, cost, damage, claim expense, or liability whatsoever, because of accident or injury to persons or property of others occurring in the performance of this contract. (2) The Contractor shall be responsible for damage to property which is caused by an employee engaged in the performance of this contract.

7.3 Before commencing work under this contract, the Contracting Officer may require the Contractor to furnish certification from his insurance company indicating that the coverage outlined in paragraphs (a) and (b) has been obtained and that it may not be changed or canceled without guaranteed thirty (30) days notice to the Contracting Officer. The Contracting Officer may waive the requirement if he determines that insurance certifications now on file are acceptable, however, new certifications shall be furnished prior to the expiration date.

8.0 Technical Exhibits

A. VAPAHCS AHU/Filter Inventory Spreadsheet B. PAD-Site Plan – filter replacement buildings

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide personnel, equipment, tools, materials, supervision, and other items and services necessary to perform air filter replacement of HVAC Air Handling Units (AHU) for PAD buildings.

Qualifications:

Contractor's personnel performing maintenance should have minimum two (2) years of experience.

HVAC technicians must be "NAFA" Natioal Air Filtration Association certified.

HVAC lead technician must be "HAZWOPER" certified by the State of CA OSHA standard.

Service company must have a current valid C-20 license.

PRINCIPAL NAICS CODE: 561210 - Facilities Support Services PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

MANUFACTURER PART NUMBER (MPN): N/A

B.3 DELIVERY SCHEDULE

VA Palo Alto Health Care System 3801 Miranda Ave Palo Alto, CA 94304 1207

USA

1.00

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:

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:

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

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

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

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

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

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

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

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

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

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

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

[X] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, 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).

[] (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.

[X] (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.

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

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

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

[X] (26) (i) 52.219-28, 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)).

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

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

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

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

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

[X] (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).

[X] (40) 52.222-54, Employment Eligibility Verification (JAN 2025). (E.O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

[] (41)(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.