RFQ 36C24523Q0019.docx

36C24523Q0019

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

DanFeng Lu 410.691.1141 08-29-2022 13:00

EDT

Department of Veterans Affairs VISN 5 Contracting 849 International Drive

Linthicum MD 21090

X

561790 $8 Million

N/A

Department of Veterans Affairs

510 Butler Ave Martinsburg WV 25405 Department of Veterans Affairs VISN 5 Contracting 849 International Drive

Linthicum MD 21090

PAYMENT WILL BE MADE BY

FSC e-INVOICE PAYMENT Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp http://www.fsc.va.gov/einvoice.asp

See CONTINUATION Page The Contractor shall provide Duct Cleaning Services for Martinsburg, WV VA Medical Center in accordance with the incorporated Statement of work.

Anticipated Period of Performance:

Base: 10/1/2022 - 9/30/2023 Option Period 1: 10/1/2023 - 9/30/2024 Option Period 2: 10/1/2024 - 9/30/2025 Option Period 3: 10/1/2025 - 9/30/2026 Option Period 4: 10/1/2026 - 9/30/2027

CS: DanFeng Lu | danfeng.lu@va.gov

Questions are due by August 23, 2022 by 1:00PM EST Proposals are due by August 30, 2022 by 1:00PM EST

See CONTINUATION Page

Phillip G. Duba Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of

B.2 STATEMENT OF WORK

1. Scope of Work: This contract involves the cleaning of grease accumulation in the kitchen and canteen areas and involves the cleaning of dust accumulation inside the OR and Surgery HVAC systems. The contractor shall completely remove by pneumatic process (industrial vacuum cleaning) or other processes, all dirt, lint, dust, grease, oily residue or other accumulations of a combustible, flammable or explosive nature from the interior of metal or other surfaces of a ventilating duct system, including plenum chambers, blower units and exhaust fans, as defined below:

a. Ventilating Duct System: shall comprise the supply and exhaust duct system as outlined in requirements, including plenum chambers, fans and blower housings, fan, fan-wheel, diffusers, grills and other appurtenances thereto, with the exception of motor interiors.

b. Blower Units: shall comprise complete blower assembly including the housing, wheel shafts, braces, support, pulleys and all other appurtenances thereto with the exception of motor interiors.

c. Exhaust Fans: shall comprise the complete fan assembly including the structural frame assemblies, housings, fan blades, shafts, braces, louvers and all other appurtenances thereto except motor interiors.

After ducts have been cleaned, spray a biocide agent to resist the future growth of mold. Refer to ARC 2006, Assessment, Cleaning & Restoration of HVAC system by the National Air Duct Cleaners Association (NADCA) which can be found at: http://www.nadca.com/download/ACR%202006%20-%20March%202006.pdf

2. Quality Control: Contractor to provide a project specific quality control program. The Quality Control program shall include: before and after digital photographs of 25% of systems, ductwork, and equipment involved in this contract for cleaning. The government will also require random checks by means of physically inspecting ductwork, hoods, dampers, equipment, ect. Contractor to provide a representative to provide access for inspection where government deems fit at no additional cost.

3. Removal of Material: All grease, lint, dust, dirt, soot, oily residue and other accumulations, including those of a combustible, flammable or explosive nature shall be gathered, contained and removed from each site by the Contractor and disposed of in accordance with local safety regulations governing such removal and disposal.

4. Ceilings and Roof Areas: The contractor shall thoroughly inspect all areas above ceilings, within interstitials, and roof areas and remove all grease and other flammable and combustible contaminations occasioned by leakage or seepage from ducts, plenum chambers, fan housing or fans.

5. Protection of Equipment: While working on or near installed equipment, the contractor will use drop cloths, shields and other protective devices to prevent damage to mechanical equipment and/or areas adjacent to units being cleaned and decontaminated. Contractor shall move all furniture and fixtures that may interfere with performance of work specified and shall reposition it upon completion of work in each area and clean the area in which the work has been performed. All bracings, rafters and adjacent structural members and equipment shall be kept clean or cleans after operations are completed.

6. Safety Requirements: The contractor shall perform his work in strict accordance with accredited standards and codes in order to minimize the possibility of damage to installed Government machinery and equipment and a loss of production time. Every effort will be made to safeguard human life and property.

In all explosion hazard areas, the contractor shall use only explosion-proof electrical equipment and appliances conforming to the National Electrical Code, as amended. Underwriter’s Laboratories listing or Contractor's/Manufacturer's affidavit of compliance will be accepted. All industrial vacuum machines, pneumatic exhausters and blowers, compressors and other equipment will be of sufficient capacity to ensure maximum results and safety.

All mechanic's tools, cutting devices, scrappers and similar equipment used by the Contractor in explosion hazard areas shall be constructed on non-ferrous materials.

The contractor shall not transport to or use upon the Government premises any detergent, solvent, decarbonizer or other cleaning agent that possesses flammable, combustible or explosive characteristics.

The contractor shall be familiar with the location and operation of portable fire extinguishers when installed in the worksite. The contractor shall provide a suitable extinguisher for work in areas where this equipment is not installed (i.e. Interstitials and building exteriors).

The contractor will he required to comply fully with the provisions outlined in General Safety Requirements EM-385-1-1 which can be found at:

http://140.194.76.129/publications/eng-manuals/em385-1-1/2003_English/toc.htm Upon request the successful bidder will be required to submit evidence that explosion-proof industrial vacuum machines, etc., to be used in performance of the contract conform to the National Electrical Code, as amended, for explosion hazard areas. Underwriter's Laboratories listing, Contractor's /Manufacturer's affidavit of compliance will be accepted. Evidence will also be submitted that explosion-proof lamps, respirators, goggles and safety belts conform to the standards of the American Standards Association.

The contractor will take necessary steps to insure that dirt, debris and other contaminates are confined to the immediate cleaning area, and will not pollute or contaminate clean area or supplies.

In the performance of this contract, the Contractor shall take such safety precautions as the Contracting Officer or his/her designee may determine to be reasonably necessary to protect the lives and health of patients, members, and employees. The Contracting Officer or his/her designee will notify the Contractor of any noncompliance with the foregoing provisions and the action to be taken. The Contractor shall, after receipt of such notice, immediately correct the conditions to which attention has been directed. Such notice, when served on the Contractor or his/her representative at the site of the work, shall be deemed sufficient for the purpose aforesaid. If the contractor fails or refuses to comply promptly, the Contracting Officer may issue an order, stopping all or any part of the work, and hold the contractor in default.

7. Protective Coating: A protective coating, which restricts grease buildup, shall be applied to the interior of each kitchen exhaust hood.

8. Items Not Included: Electrical equipment such as interiors of motors, armatures, etc. which may be part of the exhaust system are not included in this contract.

9. Reports: Three (3) copies of a written summary of findings, recommended repairs and conditions of equipment will be submitted to the Contracting Officer upon completion of the cleaning. Include in report the location and size of ducts and recommendations as to the need of access panels. If sections were not cleaned due to inaccessibility, give written report to the Contracting Officer after services have been completed.

10. Scheduling: The contractor shall present a detailed schedule for the completion of all work under this contract to the Contracting Officer's Technical Representative (COTR) no later than a minimum of 15 working days before the project begins. Contractor to indicate all phasing and interface requirements. A daily schedule of areas to be serviced will he submitted in advance for each workday. Contractor will notify COTR at least seven (7) days prior to intended arrival. Work to be coordinated daily with COTR.

11. Hours of Work: All work shall be performed as follows:

Building 500 Between the hours of 1700 and 0400 Building 502 Between the hours of 1800 and 0400 Federal holidays observed by the VAMC are: New Year's Day, Martin Luther King Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, Christmas Day, or any other day specifically declared by the President of the United States to be a national holiday.

12. Government Responsibility: The Government will make available at no cost to the Contractor the following:

· All electricity necessary to operate contractor's power driven equipment, explosion proof and conventional drop lights, etc.

· Areas in which the contractor will be permitted to park their truck(s), utility truck(s), etc.

· Toilet, washroom and dressing room facilities for the technicians employed by the contractor on the job.

13. Labeling: Contractor shall place a sign/date company logo label on all hoods, AHU's and all systems cleaned.

14. Check-in Procedures: The contractor shall be required to provide all required information that is necessary for VAMC badging to the COTR 15 calendar days prior to the start of work. Contractor will be given a date and time to report to Security Service in Bldg. 502 E-142 and obtain an ID badge. Contractor will insure that contractors personnel report at their assigned times for badging. Contractor may then proceed and report to the COTR in FMS, Bldg. 320, during normal working hours, prior to and after any work is performed, every day that is required to complete the job. This check-in is mandatory. At this time, contractor personnel will be issued a contractor's identification badge which will be displayed at all times while on VAMC property, and surrendered upon completion of the job. Contractor will be required to enter the following information into the log: name, name of Contractor, current date, time in, location of service/equipment being serviced, and time out.

15. Payment: Invoices MUST INCLUDE, at a minimum, the following information: Contractor name, purchase order number, contract number, and a description of services.

16. Competency of Personnel Servicing Equipment:

a. Each respondent must have an established business. At a minimum, the Contractor shall have two years of successful experience in fully maintaining the full schedule of equipment for this contract. This staff includes two "fully qualified" personnel who shall serve as the primary technician and backup for the servicing of the items listed on the schedule of equipment at this VAMC.

b. "Fully Qualified" is based upon training and experience in the field. The personnel must be able to provide proper documentation supporting training upon request. For field experience, the personnel shall have a minimum of two years of experience (except for equipment on the market less than two (2) years) performing preventive maintenance and equipment repairs on the equipment.

c. All work shall he performed by "fully qualified" competent personnel. The CO may authenticate the training requirements, request training certificates or credentials from the contractor at any time for any personnel who are servicing any VAMC equipment. The CO and COTR specifically reserves the right to reject any of the Contractor's personnel and refuse them permission to work on the VAMC equipment.

17. Identification, Parking, Smoking, and VA Regulations: The Contractor's personnel shall abide by all VAMC station policies and regulations. The Contractor's personnel shall wear visible identification at all times while on the premises of the VAMC. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the COTR. The VAMC will not invalidate or make reimbursement for parking violations of the Contractor under any conditions. Smoking is prohibited inside any buildings at the VAMC. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

18. Gender: Wherever the masculine gender is used in the solicitation and contract documents, it shall be considered to include both masculine and feminine.

19. Conduct: Contractor employees are subject to the rules of the Medical Center, applicable to their conduct, security, safety, etc.

LIST OF VENTILATION AND EXHAUST SYSTEM

TO BE PERFORMED DURING TIIE BASE YEAR AND EACH OPTION YEAR:

1. Bldg. 500 Kitchen Exhaust hoods:

a. Dietary Floods in Room GB 100 – 9 each 1 ea 12' x 4 1/4' 2 ea 12' x 5 1/4' 4 ea 10 1/2' x 5 1/4' 1 ea 5' x 5' 1 ca 5' x 3 1/2'

b. Exhaust fans and approximate length of interconnecting duct for dietary hoods:

10" x 10" x 125' – EF53 (ph Roof) 18" x 16" x 165' – EF51 (Center Tower Roof) 64" x 20" x 92' - EF52 (ph Roof) 48" round x 15' 46" round x 10' 38" x 20" x 7' 46" x 20" x 5 ' 40" x 20" x 7 ' 30" x 20" x 8 ' 20" x 20" x 12' 16" x 20" x 38' 18"x 12" x 44'

c. Supply air system to dietary hoods – consists of SF24 and approximately 220 linear feet of duct as follows:

2. Bldg. 500 – Canteen Exhaust System:

A. Five (5) Kitchen Hoods in Room 1B115B 5 ach approximately 6' x 8' x 3' EF38 and approximately 182 linear foot of duct as follows:

42" x 18" x 170' 32" x 14" x 7 ' 24" x 14" x 5'

B. Bldg. 500 Canteen Supply Air to hood consists of SF25 and approximately 185 linear foot of duct:

28" x 16" x 36

3. Operating Room

4" x 4" x 10'

b. AC13 approximate size and length of duct, stainless as follows:

16” x 24” x 5’

c. Exhaust for AC13 (EF30) approximate size and length of galvanized duct:

22"x 14"x 16' 22" x 3 Y2" x 5' 20" x 16" x 9 ' 20" x 14" x 19' 20"x10"x11' 10"x6 x51' 8" x 8" x 18' 8" x 6 x 26 ' 8" x 4" x 44 ' 6" x 10" x6 ' 6" x 6" x 145'

4. Bldg. 502 Kitchen Exhaust System:

Dish machine hood and grill hood is one system consisting of approximately: 6LF – 20" x 14" duct 18LF –18" x 18" duct 4 LF – 14" x 10" duct 18LF – 10" x 6- duct 18LF – 8" x 8" duct 12LF – 6" x 6" duct Grill Hood 3 Rooftop Exhaust Vents 2 Oven Hoods 6’ x 5’ 1 Rupp Ser. Line Hood (9’ x 3’) 10” x 10” x 35’ duct 14” x 10” x 10’ duct

5. Air Handling Unit AC17 supply air fan SF17 and supply air system with approximate size and length of galvanized duct as follows:

6. AC4 supply air fan SF4 and supply air systems with approximate size and length of galvanized duct as follows:

16" round x 172'

6" x 6" x 232 8 " x 4 " x 24 ' 8" x 6" x 49' 10" x4" x 179' 10"x 6"x 192' 12" x 4" x 41' 12"x 6"x 134' 12" x 8" x 43' 12"x 12" x 4' 14" x 6" x 266' 14" x 8" x 66' 14"x10"x7' 16"x 4"x 16' 1 6 " x 6 " x 1 6 ' 16" x 8" x 16 ' 1 8 " x 1 2 " x 8 ' 18" x 18" x68 ' 20" x 20" x 68' 22"x 14"x 128' 22" x 22" x 20' 24" x 14" x 88' 24" x 24" x 16' 16" x 16" x 29' 26"x 14"x 16' 28" x 28" x 19' 30"x 14"x 14'

7. Bldg 513 Kitchen exhaust system

Grill hood in one system consisting of 18x18 galvanized duct 12’ length Rooftop Exhaust Fan

8. Bldg 516 Kitchen exhaust system

Grill hood in one system consisting of 30 x 16 galvanized duct 68” length 20x16x150 follow on link Rooftop Exhaust Vent

9. Multiple household clothing dryer vents 6 ft each

Bldg 221 3ea Bldg. 321 1 ea Bldg. 311 1 ea Bldg. 205B 1 ea Bldg 409B 1 ea Bldg 415B 1 ea Bldg 318 Fire Station 1ea Bldg 318 Ambulance Bay 1ea Bldg 500 6A-146 1ea Bldg 500 5A-146 1ea Bldg 500 5B-319 1ea Bldg 500 3B-115 1ea Bldg 501 A-209 1 ea Bldg 501 C-122 1ea Bldg 502 A-101 2ea Bldg 502 B-101 2ea Bldg 502 C-101 2ea Bldg 502 D-101 2ea Bldg 508 4ea

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

CONTRACTOR TO PROVIDE ALL PARTS, LABOR, MATERIAL, AND TRANSPORTATION FOR THE CLEANING OF HVAC DUCT WORK IN MARTINSBURG VA MEDICAL CENTER AS PER ATTACHED SPECIFICATIONS AND STATEMENT OF WORK Contract Period: Base POP Begin: 10-01-2022 POP End: 09-30-2023 PRINCIPAL NAICS CODE: 561790 - Other Services to Buildings and Dwellings PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

CONTRACTOR TO PROVIDE ALL PARTS, LABOR, MATERIAL, AND TRANSPORTATION FOR THE CLEANING OF HVAC DUCT WORK IN MARTINSBURG VA MEDICAL CENTER AS PER ATTACHED SPECIFICATIONS AND STATEMENT OF WORK Contract Period: Option 1 POP Begin: 10-01-2023 POP End: 09-30-2024

PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

CONTRACTOR TO PROVIDE ALL PARTS, LABOR, MATERIAL, AND TRANSPORTATION FOR THE CLEANING OF HVAC DUCT WORK IN MARTINSBURG VA MEDICAL CENTER AS PER ATTACHED SPECIFICATIONS AND STATEMENT OF WORK Contract Period: Option 2 POP Begin: 10-01-2024 POP End: 09-30-2025

PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

CONTRACTOR TO PROVIDE ALL PARTS, LABOR, MATERIAL, AND TRANSPORTATION FOR THE CLEANING OF HVAC DUCT WORK IN MARTINSBURG VA MEDICAL CENTER AS PER ATTACHED SPECIFICATIONS AND STATEMENT OF WORK Contract Period: Option 3 POP Begin: 10-01-2025 POP End: 09-30-2026

PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

CONTRACTOR TO PROVIDE ALL PARTS, LABOR, MATERIAL, AND TRANSPORTATION FOR THE CLEANING OF HVAC DUCT WORK IN MARTINSBURG VA MEDICAL CENTER AS PER ATTACHED SPECIFICATIONS AND STATEMENT OF WORK Contract Period: Option 4 POP Begin: 10-01-2026 POP End: 09-30-2027

PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

(End of Addendum to 52.212-4)

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2022) (JUL 2020) (DEVIATION)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

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

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

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

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

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

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

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

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

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

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

[] (10) [Reserved] [] (11) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (SEP 2021) (15 U.S.C. 657a).

[] (12) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (SEP 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (13) [Reserved] [X] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

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

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (NOV 2021) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (SEP 2021) of 52.219–9.

[] (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[X] (19) 52.219–14, Limitations on Subcontracting (SEP 2021) (15 U.S.C. 657s).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (SEP 2021) (15 U.S.C. 657f).

[X] (22) (i) 52.219–28, Post-Award Small Business Program Rerepresentation (SEP 2021) (15 U.S.C. 632(a)(2)).

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

[] (23) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (SEP 2021) (15 U.S.C. 637(m)).

[X] (24) 52.219–30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (SEP 2021) (15 U.S.C. 637(m)).

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

[] (26) l(26) 52.219–33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

[X] (27) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

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

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

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

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

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

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

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

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

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

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

[X] (35)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

[] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[X] (36) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[] (49)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (JUL 2020) (DEVIATION) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C chapter 29 (sections 4501-4732), Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[] (ii) Alternate II (JUL 2020) (DEVIATION) of 52.225-3.

[] (iii) Alternate III (JUL 2020) (DEVIATION) of 52.225-3.

[] (50) 52.225–5, Trade Agreements (JUL 2020)…