PWS and Terms 36C24726Q0186.docx

36C24726Q0186 Performance Work Statement Birmingham Hoptel Lodging Services

1. Background: The Department of Veterans Affairs (VA) is mandated to establish a program for temporary lodging under section 221(a) of the Veterans benefits and health care Improvement Act of 2000 (Public Law 106-419). These statutory provisions regarding temporary lodging have been codified as Title 38 United States Code (U.S.C) 1708 and are administered by Veterans Health Administration (VHA) and implemented by the individual Veteran Affairs Medical Centers (VAMC). The statutory provisions allow VA to use appropriated funds for temporary lodging or Hoptel services, including non-VA facilities (i.e. motels, hotels, etc.).

2. Purpose: The Birmingham VA Medical Center (BVAMC) requires a Contractor to provide hotel/motel lodging services for approved Veterans and individuals approved to accompany veterans that live outside of the local commuting area and require lodging accommodations for upcoming procedures or treatment or following certain treatments and procedures.

3. Scope: The Contractor shall provide hotel/motel lodging services to VA referred Veteran beneficiaries and accompanying individuals of the veterans, hereafter referred to as “Beneficiaries”, that are authorized overnight lodging under the Hoptel Program. All required services are specified below and must be provided in accordance with the terms and conditions stated herein. This requirement is for a firm-fixed price award, with a period of performance of one base year and four, one-year option periods, with the option to extend services up to six months.

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

4. Performance Requirement:

4.1 Room Availability. The Contractor shall ensure the availability of up to six (6) rooms per day Monday through Friday, and two (2) rooms per day on Saturday and Sunday for Beneficiaries under this requirement. All rooms must be standard double rooms and handicap accessible. Based on historical usage, the number of rooms contracted will be 1050 each annually, which may be more or less based on the Government’s actual needs.

4.1.1 Scheduling. The required dates and length of stays will be emailed or faxed to the contractor by authorized VA personnel within three (3) business days of the actual lodging need date. The request will include the name(s) of the Beneficiaries; the length of stay; and identify any special accommodations required for Beneficiaries during their stay. The Contractor shall confirm the requested room reservations within 24 hours of receiving the request. All Saturday and Sunday reservations must be confirmed and provided to the VA representative no later than Friday, 12:00 pm CT.

4.1.2 Extensions/Emergencies/Special Requests. During extenuating circumstances, it may be necessary to request rooms outside of the reservation period or extend existing reservations. In such emergency situations, the Contractor shall make every effort to secure or extend the reservation as requested and at the same rate.

4.1.3 Check-In / Check-Out requirements. The Contractor facility’s check-in times will be observed for this requirement. Late check-in must be allowed up to 9:00 pm, at which time contracted rooms may be released for resale. In the event that a VA referred occupant (Beneficiary) refuses to leave the room, the Contractor shall immediately notify the designated VA representative. In the event that a Beneficiary checks out of the hotel/motel without prior notice from the VA, the contractor shall immediately notify the designated VA representative.

4.1.4 Cancelations. The Government will provide a 24-hour cancelation notice to the Contractor for previously requested rooms that are no longer required. The Government will not reimburse the Contractor for rooms for which 24-hours cancelation notice is provided to the Contractor.

4.2 Shuttle Service (Transportation). The Contractor shall provide shuttle services for Beneficiaries to and from the Birmingham VAMC or surrounding medical facility at no additional costs between the hours of 6:30 AM to 8:00 PM daily as requested by Beneficiaries. Weekend shuttle transport services shall be provided as needed and as determined by VA Staff and availability of hotel resources. Beneficiaries must be picked up within 30 minutes of requesting shuttle services.

4.2.1 Special occasions, transportation shall be required for inbound/outbound Renal Transplant Center patients, in the following scenarios:

a. Veterans requiring transportation from the Birmingham Airport on Sundays, the VA facility will provide the lodging facility with 1 – 2 weeks prior notice. Pick-up hours shall be from 8:00 AM – 5:00 PM. Veterans will be dropped off at either the VAMC or hotel.

b. Patients arriving during the work week, 1-2 weeks prior notice shall be given. Pick-up hours shall be from 6:30 AM – 8:00 PM. Veterans will be dropped off at either the VAMC or hotel.

c. Lodging facility shall shuttle the veteran directly to the airport for a return flight from the lodging facility, Monday – Friday 8:00 AM – 5:00 PM.

d. The lodging facility shall not shuttle the Veteran from the VAMC to the airport.

4.3 Hotel / Motel (Facility) Requirements:

4.3.1 Location. The facility shall be within seven (7) miles of Birmingham VA Medical Center located at 700 19th St S, Birmingham, AL 35233.

4.3.2 Parking. Parking shall be included at no additional charge.

4.3.3 Room Amenities. Basic amenities shall be included with each room at no additional charge. Basic amenities include, at a minimum, a microwave or kitchenette, refrigerator, television, and telephone for local calls, iron and ironing board. The rooms must also include clean linens, towels, and sheets daily. Additional replacement of these items must be provided if requested by the Beneficiary at no additional charge. Contractor shall provide complimentary personal care items (toothbrush, toothpaste, razors and deodorant if available) upon request of Beneficiaries at no additional cost. Concierge service shall be provided to assist older or disabled patients.

4.3.4 Breakfast. The hotel/motel shall include complimentary breakfast at no additional charge.

4.3.5 Cleanliness. The facility, rooms, bathrooms, closets, and dining areas must be clean and sanitary. All areas must be free of mold and mildew. Ceilings, windows, walls, and floors must be clean, free of stains, and webs, and in good overall condition. Rooms must be free of smoke. Carpet must be visibly clean and free of stains. The facilities outside of the rooms, including hallways, entryways, elevators, stairways, and grounds should also be clean and in good repair. Elevators, restrooms, and HVAC units should be operable, clean, and well maintained.

4.3.6 Pest Control. The hotel/motel interior facilities should be free of pests. The Contractor shall have pest control inspection reports on file showing that there are no issues with pests on the premises. All reports and records must be made available upon requests by the Government.

4.3.7 Safety and Security. The hotel shall provide a safe and secure environment for the Veterans, including door locks that function properly and video surveillance. Standard items in the room shall be maintained and in good repair. Any needed repairs must be completed timely: Items that can be repaired/replaced on site (i.e., furniture) should be repaired/replaced immediately. Items that cannot be repaired immediately must be removed from the room as practicable to avoid risk of injury to the Beneficiaries.

4.4 Local, State, Federal Compliance. The hotel/motel shall be compliant with all federal, state, and local regulations that govern the proper operation of such establishment. This includes, but is not limited to, Hotel and Motel Fire Safety Act of 1990 15 U.S.C. 2201 et seq, (Public Law 101-391), and must hold an active (none expired or revoked) FEMA certification number. The hotel shall be compliant with Americans with Disabilities Act, 42 U.S.C. Section 12101 et seq. (ADA). The Contractor shall provide documentation that confirms that the company maintains compliance reports from annual inspections with incidental inspections occurring upon discrepancy.

4.5 Performance Deficiencies. The Contractor shall immediately (once Contractor becomes aware) notify the government point of contact of any situations or issues regarding the required services (i.e., reservations, availability, hazards, safety concerns, complaints, etc.) that may impact contract performance.

5. Additional Requirements:

5.1 Patient Emergencies. In the event a VA referred occupant is in an emergency situation of any kind, the Contractor shall contact 911 to respond to the emergency. Once the emergency has ended, the contactor shall notify the authorized personnel at the VA of the situation.

5.2 Customer Satisfaction. All Contractor personnel and/or personnel providing services on behalf of the Contractor must ensure conduct is courteous, respectful, and professional. All complaints from Beneficiaries regarding their stay or room shall be submitted to the VA Representative either manual (hard copy) or electronically immediately. The Contractor shall identify the actions taken to correct the issue or incident addressed by the Beneficiary. The Contractor shall immediately notify the VA Representative of any situations or issues regarding the required services (i.e., reservations, availability, hazards, safety concerns, complaints, etc.) that may impact contract performance.

5.3 Site Inspection. Prior to any performance under this requirement, the Contractor shall establish a date and time for the Government to inspect the hotel/motel to ensure the facility complies with the conditions outlined in this performance work statement (PWS). After award, inspections will be conducted periodically and may be unannounced. Should a serious safety or life safety code violation be identified during an inspection, BVAMC has the authority to immediately suspend patient services until issue is resolved.

5.4 Key Personnel. The Contractor shall provide the Government with the name(s), e-mail address, and phone numbers of Contractor personnel designated and authorized for receiving reservation referrals (requests) from the VA Representative and for addressing customer service, invoicing, payments, and any other contractual concerns. The contractor shall provide an updated point of contact list when changes are made.

5.5 Meetings. The Contractor shall participate in quarterly meeting hosted by the Government to discuss the performance of the contract and address any concerns. The Government will coordinate the schedule for the meetings with the Contractor to ensure availability of all relevant personnel.

5.6 Services Not Covered. The government will not cover costs associated with any of the following:

5.6.1 Unapproved/Requested Stays. The Government will only pay for rooms that were requested by the VA Representative and for the length of stays specifically requested, including emergencies and extensions.

5.6.2 Damages. The Government will not pay for loss, theft, damages, repairs to the property or rooms, nor fees or charges for smoking, clean-up, or housekeeping.

5.6.3 Amenities. The Government will only cover amenities or services that are explicitly listed as included in this requirement. Any amenities or services not specifically specified as part of the requirement or included items in this performance work statement are the sole responsibility of the room occupant. This includes, but is not limited to, room service, pay-per-view movies, long-distance calls, and the purchase of alcohol.

5.6.4 Service animals. The Government will not pay for cost or fees for pets, except for servicing animals. Service animal are special accommodations and if required, will be noted at the time the reservation is requested.

5.6.5 Taxes. The price of the rooms shall be exclusive of Federal taxes as the Government is a tax-exempt entity.

6. Quality Assurance. The Government will perform surveillance to determine if the Contractor meets, exceeds, or does not meet the performance requirements. All documentation will be used to support the Contractor’s evaluation and ratings in the CPARS and to determine whether continued use of the contract is in the best interest of the Government. The performance requirements are the thresholds of minimum acceptable quality levels (AQL) of service required for satisfactory performance.

6.1 Requirements Summary Matrix

(no deficiency) 100% Direct Observation by Government

Customer Feedback

(no deficiency) 100% Direct Observation by Government

Periodic Inspection by Government

Customer Feedback

6.2 Surveillance Description

100% Direct Observation. The Government representative will observe (review) the performance for compliance at the time the services are performed.

100% Inspection. The Government representative performs inspections every time service occurs.

Periodic Inspection. The Government performs surveillance or inspections at the frequency identified or on a random basis.

Customer Feedback. The Government may randomly solicit customer feedback and/or use unsolicited feedback from Beneficiaries or any other individuals with knowledge the Contractor’s performance under this requirement. Customer feedback may be provided orally, in writing, or electronically. All feedback will be verified for accuracy and documented accordingly.

7. VA INFORMATION AND INFORMATION SECURITY/PRIVACY REQUIREMENTS:

Per VA Directive 6500, Information Security Program, The Certification and Accreditation (C&A) requirements at VA Handbook 6500.3 do not apply and a Security Accreditation Package is not required.

7.1 GENERAL. This entire section applies to all acquisitions requiring any Information Security and Privacy language. Contractors, contractor personnel, subcontractors and subcontractor personnel will be subject to the same federal laws, regulations, standards, VA directives and handbooks, as VA personnel regarding information and information system security and privacy.

7.2 VA INFORMATION CUSTODIAL LANGUAGE. This entire section applies to all acquisitions requiring any Information Security and Privacy language.

a. The Government shall receive unlimited rights to data/intellectual property first produced and delivered in the performance of this contract or order (hereinafter “contract”) unless expressly stated otherwise in this contract. This includes all rights to source code and all documentation created in support thereof. The primary clause used to define Government and Contractor data rights is FAR 52.227-14 Rights in Data – General. The primary clause used to define computer software license (not data/intellectual property first produced under this contractor or order) is FAR 52.227-19, Commercial Computer Software License.

b. Information made available to the contractor by VA for the performance or administration of this contract will be used only for the purposes specified in the service agreement, SOW, PWS, PD, and/or contract. The contractor shall not use VA information in any other manner without prior written approval from a VA Contracting Officer (CO). The primary clause used to define Government and Contractor data rights is FAR 52.227-14 Rights in Data – General.

c. VA information will not be co-mingled with any other data on the contractor’s information systems or media storage systems. The contractor shall ensure compliance with Federal and VA requirements related to data protection, data encryption, physical data segregation, logical data segregation, classification requirements and media sanitization.

d. VA reserves the right to conduct scheduled or unscheduled audits, assessments, or investigations of contractor Information Technology (IT) resources to ensure information security is compliant with Federal and VA requirements. The contractor shall provide all necessary access to records (including electronic and documentary materials related to the contracts and subcontracts) and support (including access to contractor and subcontractor staff associated with the contract) to VA, VA's Office Inspector General (OIG), and/or Government Accountability Office (GAO) staff during periodic control assessments, audits, or investigations.

e. The contractor may only use VA information within the terms of the contract and applicable Federal law, regulations, and VA policies. If new Federal information security laws, regulations or VA policies become applicable after execution of the contract, the parties agree to negotiate contract modification and adjustment necessary to implement the new laws, regulations, and/or policies.

f. The contractor shall not make copies of VA information except as specifically authorized and necessary to perform the terms of the contract. If copies are made for restoration purposes, after the restoration is complete, the copies shall be destroyed in accordance with VA Directive 6500, VA Cybersecurity Program and VA Information Security Knowledge Service.

g. If a Veterans Health Administration (VHA) contract is terminated for default or cause with a business associate, the related local Business Associate Agreement (BAA) shall also be terminated and actions taken in accordance with VHA Directive 1605.05, Business Associate Agreements. If there is an executed national BAA associated with the contract, VA will determine what actions are appropriate and notify the contactor.

h. The contractor shall store and transmit VA sensitive information in an encrypted form, using VA-approved encryption tools which are, at a minimum, Federal Information Processing Standards (FIPS) 140-2, Security Requirements for Cryptographic Modules (or its successor) validated and in conformance with VA Information Security Knowledge Service requirements. The contractor shall transmit VA sensitive information using VA approved Transport Layer Security (TLS) configured with FIPS based cipher suites in conformance with National Institute of Standards and Technology (NIST) 800-52, Guidelines for the Selection, Configuration and Use of Transport Layer Security (TLS) Implementations.

i. The contractor’s firewall and web services security controls, as applicable, shall meet or exceed VA’s minimum requirements.

j. Except for uses and disclosures of VA information authorized by this contract for performance of the contract, the contractor may use and disclose VA information only in two situations: (i) in response to a qualifying order of a court of competent jurisdiction after notification to VA CO (ii) with written approval from the VA CO. The contractor shall refer all requests for, demands for production of or inquiries about, VA information and information systems to the VA CO for response.

k. Notwithstanding the provision above, the contractor shall not release VA records protected by Title 38 U.S.C. § 5705, Confidentiality of medical quality-assurance records and/or Title 38 U.S.C. § 7332, Confidentiality of certain medical records pertaining to drug addiction, sickle cell anemia, alcoholism or alcohol abuse or infection with Human Immunodeficiency Virus (HIV). If the contractor is in receipt of a court order or other requests for the above-mentioned information, the contractor shall immediately refer such court order or other requests to the VA CO for response.

l. Information made available to the contractor by VA for the performance or administration of this contract or information developed by the contractor in performance or administration of the contract will be protected and secured in accordance with VA Directive 6500 and Identity and Access Management (IAM) Security processes specified in the VA Information Security Knowledge Service.

m. Any data destruction done on behalf of VA by a contractor shall be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management, VA Handbook 6300.1, Records Management Procedures, and applicable VA Records Control Schedules.

n. The contractor shall provide its plan for destruction of all VA data in its possession according to VA Directive 6500 and NIST 800-88, Guidelines for Media Sanitization prior to termination or completion of this contract. If directed by the COR/CO, the contractor shall return all Federal Records to VA for disposition.

o. Any media, such as paper, magnetic tape, magnetic disks, solid state devices or optical discs that is used to store, process, or access VA information that cannot be destroyed shall be returned to VA. The contractor shall hold the appropriate material until otherwise directed by the Contracting Officer’s Representative (COR) or CO. Items shall be returned securely via VA-approved methods. VA sensitive information must be transmitted utilizing VA-approved encryption tools which are validated under FIPS 140-2 (or its successor) and NIST 800-52. If mailed, the contractor shall send via a trackable method (USPS, UPS, FedEx, etc.) and immediately provide the COR/CO with the tracking information. Self-certification by the contractor that the data destruction requirements above have been met shall be sent to the COR/CO within 30 business days of termination of the contract.

p. All electronic storage media (hard drives, optical disks, CDs, back-up tapes, etc.) used to store, process or access VA information will not be returned to the contractor at the end of lease, loan, or trade-in. Exceptions to this paragraph will only be granted with the written approval of the VA CO.

REFERENCES

VHA Directive 1605.03(3), Privacy Compliance and Accountability Program, Records Management Compliance Monitoring, dated September 19, 2019 and amended November 21, 2023, LINK.

VHA Records Control Schedule (RCS) 10-1 General Records Schedule (GRS) NARA Records Management, 36 CFR Chapter XII Subchapter B

7.3 RECORDS MANAGEMENT LANGUAGE FOR CONTRACTS:

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. Birmingham VA Health Care System (BVAHCS) and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of Birmingham VA Health Care System (BVAHCS) or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to BVAHCS. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the [contract vehicle]. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to [Agency] control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

6. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and [Agency] guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with [Agency] policy.

8. The Contractor shall not create or maintain any records containing any non-public BVAHCS information that are not specifically tied to or authorized by the contract.

9. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

10. Birmingham Veteran’s Administration Health Care Services (BVAHCS) owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which BVAHCS shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

11. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take BVAHCS provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

7.4 RECORD RETENTION AND STORAGE

a. Federal Records related to this policy, regardless of medium, shall be created, maintained, and dispositioned in accordance with the VHA Records Control Schedule (RCS) 10-1, General Records Schedule (GRS) or another NARA-approved records schedule, if applicable.

b. Federal Records shall be stored per the National Archives & Records Administration (NARA) Records Management, as described in 36 Code of Federal Regulations (CFR) Chapter XII Subchapter B.

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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days of contract expiration.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.4 52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (NOV 2025) (DEVIATION)

(a) Definitions. As used in this clause— American Security Drone Act-covered foreign entity means an entity included on a list that the Federal Acquisition Security Council (FASC) develops and maintains and publishes in the System for Award Management (SAM) at https://www.sam.gov (section 1822 of Pub. L. 118-31, 41 U.S.C. 3901 note prec.).

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Covered article, as defined in 41 U.S.C. 4713(k), means:

(1) Information technology, as defined in 40 U.S.C. 11101, including cloud computing services of all types;

(2) Telecommunications equipment or telecommunications service, as those terms are defined in section 3 of the Communications Act of 1934 (47 U.S.C. 153);

(3) The processing of information on a Federal or non-Federal information system, subject to the requirements of the Controlled Unclassified Information program (see 32 CFR part 2002); or

(4) Hardware, systems, devices, software, or services that include embedded or incidental information technology.

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means—

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

FASC-prohibited unmanned aircraft system means an unmanned aircraft system manufactured or assembled by an American Security Drone Act—covered foreign entity.

FASCSA order means any of the following orders issued under the Federal Acquisition Supply Chain Security Act (FASCSA) requiring removing covered articles from executive agency information systems or excluding one or more named sources or named covered articles from executive agency procurement actions, as described in 41 CFR 201-1.303(d) and (e):

(1) The Secretary of Homeland Security may issue FASCSA orders that apply to civilian agencies, to the extent not covered…