36C24726Q0298 Performance Work Statement (PWS) 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 Ralph H. Johnson VA Medical Center (RHJVAMC) requires a Contractor to provide hotel/motel lodging services for 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 all resources necessary to provide the services described in this Performance Work Statement (PWS). The Contractor shall provide temporary lodging and shuttle services to veterans (including individuals accompanying the veteran) that are authorized to receive overnight lodging under the RHJVAMC Hoptel Program. All required services are specified below and must be provided in accordance with the terms and conditions stated herein.

4. Period of Performance. This requirement is for a five-year Indefinite Delivery Indefinite Quantity (IDIQ) contract effective 04/22/2026 – 04/21/2031. Individual task orders will be issued with the applicable purchase order numbers for funding and billing purposes based on the following ordering periods:

Ordering Period 1: 4/22/2026 – 4/21/2027 Ordering Period 2: 4/22/2027 – 4/21/2028 Ordering Period 3: 4/22/2028 – 4/21/2029 Ordering Period 4: 4/22/2029 – 4/21/2030 Ordering Period 5: 4/22/2030 – 4/21/2031

5. PLACE OF PERFORMANCE. The hotel or motel must be within 5 miles of Ralph H. Johnson VA Medical Center located at 109 Bee Street, Charleston, SC 29401.

6. DAYS AND HOURS OF SERVICES. Lodging services shall be furnished Sunday through Saturday with check-in times between 3:00 pm to 7:00 pm Eastern Time Daily. Veterans arriving after 7:00 PM will be required to call Administrator on Duty in advance so that the contractor can keep the room available. The Administrator on Duty will contact the hotel to confirm whether the room is still required. Shuttle services are required between the hours of 5:00 am to 5:00 pm Sunday through Saturday.

7. PERFORMANCE REQUIREMENTS.

A. Room Availability. The Contractor shall ensure the availability of up to 75 rooms per week, Sunday through Saturday for veteran beneficiaries under this requirement. The number of rooms are estimates only based on historical usage, but the number of rooms requested may be more or less. Unreserved rooms or rooms that have not been checked in by 7:00 pm ET shall be released to the hotel as vacancies. The VA will not pay for rooms that are not released back to the hotel on time.

B. Scheduling. The required dates and length of stays will be emailed or faxed to the contractor by authorized VA personnel the day before the rooms are required. The request will include the name(s) of the veterans; the length of stay; and identify any special accommodations required for veterans during their stay.

C. Hotel / Motel Requirements

1. Location. The lodging facility shall be within (5) miles of the Ralph H. Johnson VA Medical Center located at 109 Bee Street, Charleston, SC 29401.

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

3. 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. 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. Concierge service shall be provided to assist older or disabled patients.

4. 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.

5. 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.

6. Repair and Maintenance: All doors, walls, floors, ceilings, furnishings, plumbing, and electrical shall be maintained and in good repair. Items that can be repaired/replaced on site (i.e. furniture) should be repaired/replaced immediately. Items that need parts ordered or specialty service should be removed from the room as practical (example: it is not practical to remove damaged countertops) and repaired as soon as parts/services are available. Veterans shall not be lodged in rooms that are not functioning properly or need repair.

7. Security and Safety. The hotel will provide a safe and secure environment for the Veterans, including door locks that function properly and video surveillance of the common areas.

8. Compliance. The hotel/motel shall be compliant with the Hotel and Motel Fire Safety Act of 1990 15 U.S.C. 2201 et seq, (Public Law 101-391), and must hold a FEMA certification number. The hotel shall be compliant with Americans w/Disabilities Act, 42 U.S.C. Section 12101 et seq. (ADA). Additionally, the hotel shall abide by all state and federal regulations that govern the proper operation of such an establishment.

9. Hotel quality. To reduce the risk to performance and quality issues, it is preferred that the hotel/motel has a minimum of 3-diamond or 3-star ratings from independent originations such as AAA and/or Trip Advisor.

10. Signage. Visible signage in rooms specifying costs for certain incidents such as the removal of hotel/motel property (i.e. pillows and towels) and charges for smoking in nonsmoking rooms.

11. Shuttle Service (Transportation). The Contractor shall provide shuttle services for Beneficiaries to and from the RHJVAMC at no additional costs between the hours of 5:00 AM to 5:00 PM ET daily as requested by Beneficiaries. Beneficiaries must be picked up within 30 minutes of requesting shuttle services, or at the specific time specified if prior request was made. See 7.E below for shuttle specifications.

a. Contractor shall immediately notify the COR of any conditions that occur which delay transporting beneficiaries under this requirement, to include but not limited to, inclement weather, accidents, maintenance issues, or breakdowns. When a maintenance issue or breakdown occur, it is the responsibility of the Contractor to provide back-up shuttles to minimize any delay in transporting veteran patients.

b. Contractor will immediately report all medical incidents and accidents, including those where there is no apparent injury to shuttle riders. A written report from the driver documenting the facts of the incident/accident must be provided to the VA Medical Center within 24 hours of the occurrence. The written report will include the names, addresses, and telephone numbers of any witnesses as well as any applicable Police Reports. Any accident involving major damage, serious personal injury or loss of life shall be reported to the COR immediately. Records shall be kept for three (3) years for each accident a shuttle is involved in, including the repair work required to return the shuttle to service.

c. At the end of each drop off at the medical center, the driver will inspect the vehicle for any leftover materials and turn them in immediately to the front desk of the hospital which is located directly inside the drop-off entrance at the facility.

d. Shuttle drivers will display professional manners at all times. Rude or obscene behavior or language will not be accepted. Drivers will be required to assist employees or patients on or off the shuttle/bus as necessary. Driver shall ensure that employees or patients are seated prior to transportation beginning from a location. Use of intoxicating alcohol or alcoholic beverages, narcotics or controlled substances of any kind (excluding doctor’s prescriptions which do not impair driver’s driving ability) while on duty or reporting for duty while under the influence of alcohol or alcoholic beverages, narcotics or controlled substance of any kind.

D. Additional Requirements.

1. Beneficiary emergencies: In the event a VA referred beneficiary is in an emergency situation of any kind, the Contractor shall contact the 911 emergency medical services to respond to the emergency. Once the emergency has been resolved the Contractor shall notify the Contracting Officer Representative or designated representative.

2. Weekly Stay Reports. Weekly stay reports for all Veterans that stayed the prior week should be submitted to the Contracting Officer’s Technical Representative (COTR) by 1000 hours on the Tuesday of the following week via email.

3. Lodging Facility Inspection. Prior to contract award, including during evaluation of offerors, the Government may 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, RHJVAMC has the authority to immediately suspend patient services until issue is resolved.

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. 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.

E. Shuttle Specifications

1. All shuttle vehicles under the terms and conditions of this contract shall be licensed and meet the minimum vehicle requirements as mandated by the Department of Transportation in the State of South Carolina.

2. Vehicles shall always be clean and in good repair during the performance of this contract.

3. Shuttles must have adequate straps and seat belts necessary to secure employees or patients.

4. Vehicles shall be equipped with operational heating and air conditioning systems.

5. Shuttles shall have passenger compartments that are clean and empty.

6. Shuttles shall not have torn upholstery or floor coverings, damaged or broken seats, sharp objects or edges that are protruding, or insects and vermin.

7. Shuttles shall have flares and reflective emergency cones or similar devices in the event of a breakdown.

8. Shuttles or buses must have pull out or automatic steps that are attached to the vehicle or a stepstool that can be manually deployed.

9. The Contractor shall maintain a record of preventive maintenance of all shuttles being used for service of this requirement and make such records available to the COR when requested.

10. Contractor shall provide a list of all shuttles utilized on this contract to the COR. The list shall include shuttle vehicle identification numbers and insurance certificates prior to providing service.

11. The Government reserves the right to inspect Contractor equipment and vehicles or require documentation of compliance with contract specifications. Such an inspection if conducted does not constitute a warranty by the Government that the Contractor’s vehicles and equipment are properly maintained. The Government reserves the right to restrict the Contractor’s use of equipment and vehicles which need repair, unclean, unsafe, damaged on the interior or exterior body, and are not in compliance with contract specifications. The restriction of such equipment and vehicles shall not relieve the Contractor from providing all required services as defined herein.

8. PERFORMANCE STANDARDS / 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.

Surveillance Method Descriptions

· Random Inspections: The COR/QAE will conduct random inspections to ensure cleanliness, safety, and compliance with standards.

· Customer Feedback: Feedback from hoptel guests will be collected to assess service quality.

· Weekly Reports: The contractor will submit reports detailing service activities, issues encountered, and resolutions when applicable.

9. SPECIAL REQUIREMENTS

A. Security Requirements

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

2. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

3. Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor/subcontractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without the prior written agreement of the VA. This clause expressly limits the contractor/subcontractor's rights to use data as described in Rights in Data - General, FAR 52.227-14(d) (1).

4. Prior to termination or completion of this contract, contractor/subcontractor must not destroy information received from VA, or gathered/created by the contractor in the course of performing this contract without prior written approval by the VA. Any data destruction done on behalf of VA by a contractor/subcontractor must be done in accordance with National Archives and Records Administration (NARA) requirements as outlined in VA Directive 6300, Records and Information Management and its Handbook 6300.1 Records Management Procedures, applicable VA Records Control Schedules, and VA Handbook 6500.1, Electronic Media Sanitization. Self-certification by the contractor that the data destruction requirements above have been met must be sent to the VA Contracting Officer within 30 days of termination of the contract.

5. The contractor/subcontractor shall not make copies of VA information except as authorized and necessary to perform the terms of the agreement or to preserve electronic information stored on contractor/subcontractor electronic storage media for restoration in case any electronic equipment or data used by the contractor/subcontractor needs to be restored to an operating state. If copies are made for restoration purposes, after the restoration is complete, the copies must be appropriately destroyed.

6. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

7. The contractor/subcontractor must store, transport, or transmit VA sensitive information in an encrypted form, using VA-approved encryption tools that are, at a minimum, FIPS 140-2 validated.

8. Except for uses and disclosures of VA information authorized by this contract for performance of the contract, the contractor/subcontractor may use and disclose VA information only in two other situations: (i) in response to a qualifying order of a court of competent jurisdiction, or (ii) with VA’s prior written approval. The contractor/subcontractor must refer all requests for, demands for production of, or inquiries about, VA information and information systems to the VA contracting officer for response.

9. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor/subcontractor shall immediately notify the COTR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/subcontractor has access.

10. To the extent known by the contractor/subcontractor, the contractor/subcontractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor/subcontractor considers relevant.

11. With respect to unsecured protected health information, the business associate is deemed to have discovered a data breach when the business associate knew or should have known of a breach of such information. Upon discovery, the business associate must notify the covered entity of the breach. Notifications need to be made in accordance with the executed business associate agreement.

12. In instances of theft or break-in or other criminal activity, the contractor/subcontractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The contractor, its employees, and its subcontractors and their employees shall cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The contractor/subcontractor shall cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

a. Consistent with the requirements of 38 U.S.C. §5725, a contract may require access to sensitive personal information. If so, the contractor is liable to VA for liquidated damages in the event of a data breach or privacy incident involving any SPI the contractor/subcontractor processes or maintains under this contract.

b. The contractor/subcontractor shall provide notice to VA of a “security incident” as set forth in the Security Incident Investigation section above. Upon such notification, VA must secure from a non-Department entity or the VA Office of Inspector General an independent risk analysis of the data breach to determine the level of risk associated with the data breach for the potential misuse of any sensitive personal information involved in the data breach. The term 'data breach' means the loss, theft, or other unauthorized access, or any access other than that incidental to the scope of employment, to data containing sensitive personal information, in electronic or printed form, that results in the potential compromise of the confidentiality or integrity of the data. Contractor shall fully cooperate with the entity performing the risk analysis. Failure to cooperate may be deemed a material breach and grounds for contract termination.

c. Each risk analysis shall address all relevant information concerning the data breach, including the following:

(1) Nature of the event (loss, theft, unauthorized access);

(2) Description of the event, including:

(a) date of occurrence;

(b) data elements involved, including any PII, such as full name, social security number, date of birth, home address, account number, disability code;

(3) Number of individuals affected or potentially affected;

(4) Names of individuals or groups affected or potentially affected;

(5) Ease of logical data access to the lost, stolen or improperly accessed data in light of the degree of protection for the data, e.g., unencrypted, plain text;

(6) Amount of time the data has been out of VA control;

(7) The likelihood that the sensitive personal information will or has been compromised (made accessible to and usable by unauthorized persons);

(8) Known misuses of data containing sensitive personal information, if any;

(9) Assessment of the potential harm to the affected individuals;

(10) Data breach analysis as outlined in 6500.2 Handbook, Management of Security and Privacy Incidents, as appropriate; and

(11) Whether credit protection services may assist record subjects in avoiding or mitigating the results of identity theft based on the sensitive personal information that may have been compromised.

d. Based on the determinations of the independent risk analysis, the contractor shall be responsible for paying to the VA liquidated damages in the amount of $37.50 per affected individual to cover the cost of providing credit protection services to affected individuals consisting of the following:

(1) Notification;

(2) One year of credit monitoring services consisting of automatic daily monitoring of at least 3 relevant credit bureau reports;

(3) Data breach analysis;

(4) Fraud resolution services, including writing dispute letters, initiating fraud alerts and credit freezes, to assist affected individuals to bring matters to resolution;

(5) One year of identity theft insurance with $20,000.00 coverage at $0 deductible; and

(6) Necessary legal expenses the subjects may incur to repair falsified or damaged credit records, histories, or financial affairs.

e. All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

(1) Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the Contractor Rules of Behavior, Appendix E relating to access to VA information and information systems;

(2) Successfully complete the VA Cyber Security Awareness and Rules of Behavior training and annually complete required security training’

(3) Successfully complete the appropriate VA privacy training and annually complete required privacy training; and

(4) Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access [to be defined by the VA program official and provided to the contracting officer for inclusion in the solicitation document – e.g., any role-based information security training required in accordance with NIST Special Publication 800-16, Information Technology Security Training Requirements.]

f. The contractor shall provide to the contracting officer and/or the COTR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

13. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until such time as the training and documents are complete.

B. Records Management Obligations A. Applicability This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

B. Definitions “Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal record:

1. includes Ralph H Johnson VAHCS records.

1. does not include personal materials.

1. applies to records created, received, or maintained by Contractors pursuant to their Ralph H Johnson VAHCS contract.

1. may include deliverables and documentation associated with deliverables.

C. Requirements

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.

1. 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.

1. 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.

1. Ralph H Johnson VAHCS 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 Ralph H Johnson VAHCS 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 Ralph H Johnson VAHCS. The agency must report promptly to NARA in accordance with 36 CFR 1230.

1. 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 Ralph H Johnson VAHCS 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).

1. 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 Ralph H Johnson VAHCS guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

1. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with Ralph H Johnson VAHCS policy.

1. The Contractor shall not create or maintain any records containing any non-public Ralph H Johnson VAHCS information that are not specifically tied to or authorized by the contract.

1. 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.

1. The Ralph H Johnson VAHCS 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 Ralph H Johnson VAHCS 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.

1. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take Ralph H Johnson VAHCS-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.

Note: To the extent an agency requires contractors to complete records management training, the agency must provide the training to the contractor.] D. Flow down of requirements to subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this [contract vehicle], and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

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 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 04/22/2026 through 04/21/2031.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 10 Each yearly, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of 3,900 Each yearly;

(2) Any order for a combination of items in excess of 21,450 Each yearly; or

(3) A series of orders from the same ordering office within 3 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(…