S02 RFQ Combined Synopsis Solicitation 36C26226Q1242_AvaSure Telesitter Patient Monitoring System.docx

36C26226Q1242

GENERAL INFORMATION

Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

POINT OF CONTACT*

Contracting Officer Espinoza, Jose A.

jose.espinoza3@va.gov

PLACE OF PERFORMANCE

Raymond G. Murphy VA Medical Center

San Pedro Drive, Southeast

Albuquerque NM

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

DESCRIPTION

Combined Synopsis/Solicitation Notice

General Information

Contracting Office Address 1501 San Pedro Drive, Southeast Albuquerque, NM 87108-5153 Description This is a combined synopsis/solicitation for commercial products and commercial services prepared in accordance with the format Revolutionary FAR Overhaul (RFO) in Federal Acquisition Regulation (FAR) subpart 12.202, for Evaluation and Solicitation for Commercial Products and Commercial Services,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested, and a written solicitation document will not be issued.

This solicitation is issued as an RFQ. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2026-01.

The associated North American Industrial Classification System (NAICS) code for this procurement is 334510 IT Electromedical and Electrotherapeutic Apparatus Manufacturing , with a small business size standard of $34 million The FSC/PSC is 6515.

The Albuquerque VA Healthcare System, is seeking to purchase AvaSure Telesitter Patient Monitoring System.

All interested companies shall provide quotations for the following:

Supplies/Services

See attached Solicitation 36C262-26-Q-1242 for price/cost schedule See attached Solicitation 36C262-26-Q-1242 for Statement of Work and period of performance.

See attached Solicitation 36C262-26-Q-1242 for Evaluation and Basis for Award.

Place of Performance/Place of Delivery

1501 San Pedro Drive, Southeast Albuquerque NM

The full text of FAR provisions or clauses may be accessed electronically at https://www.acquisition.gov/browse/index/far.

See attached Solicitation 36C262-26-Q-1242 to review the solicitation provisions that apply to this acquisition.

Offerors must complete annual representations and certifications electronically via the System for Award Management (SAM) website located at https://www.sam.gov/portal in accordance with FAR 52.212-3, “Offerors Representations and Certifications–Commercial Items.” If paragraph (j) of the provision is applicable, a written submission is required.

See attached Solicitation 36C262-26-Q-1242 to review the contract clauses that apply to this acquisition.

Offeror must follow the instructions provided in the attached solicitation 36C262-26-Q-1242, Addendum to FAR 52.212-1 – Instructions to Offerors in order to submit Questions, required documents, and submission deadline.

Any questions or concerns regarding this solicitation should be forwarded in writing via e-mail to the Point of Contact listed below.

Point of Contact Jose A. Espinoza jose.espinoza3@va.gov Attachment 1: Combined Synopsis-Solicitation for Commercial Products and Commercial Services

Effective Date: 01/15/2026 Revision: 03

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

07-24-2026 Espinoza, Jose A.

562-826-8000 x17360 08-05-2026

11:00 AM

PDT

36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive

X

334510 1,250 Employees

N/A

36C501 Department of Veterans Affairs Albuquerque VA Healthcare System (SAVAHCS) Raymond G. Murphy VA Medical Center 1501 San Pedro Drive, Southeast Albuquerque NM 87108-5153 36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive

Department of Veterans Affairs Financial Services Center

Submit Invoices Electronically to:

https://portal.tungsten-network.com/ 1-877-489-6135

See CONTINUATION Page

PLEASE ENSURE THE FOLLOWING INFORMATION IS REFERENCED:

ITEM SCHEDULE, SALIENT CHARACTERISTICS AND ALL CLAUSES.

VENDORS SHALL SHOW CLEAR, COMPELLING AND CONVINCING

EVIDENCE THAT ALL ITEMS MEET ALL REQUIRED SALIENT

CHARACTERISTICS IAW FAR 52.212-2 - EVALUATION - COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES.

OFFERORS ARE REQUIRED TO COMPLETE FAR CLAUSE 52.225-2 BUY

AMERICAN CERTIFICATE (OCT 2022)

DELIVER BY: WITHIN 120 CALENDAR DAYS AFTER RECEIPT OF ORDER (ARO)

QUOTE MUST BE SUBMITTED TO JOSE.ESPINOZA3@VA.GOV

THIS IS A FIRM FIXED PRICE REQUIREMENMT.

See CONTINUATION Page

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: TO BE DETERMINED

b. GOVERNMENT: Contracting Specialist: Jose A. Espinoza Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive, Suite 600 Long Beach CA 90815

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:

Approved Receiving Report

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.

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

OC REMOTE ACCESS LICENSE WIN2019,UPG

LOCAL STOCK NUMBER: OMC-LIC-032

· Country of Origin: _______

· BAA compliance (Yes/No): _______

· TAA compliance (Yes/No): ________

· FSS/SEWP/NAC contract number, if applicable: ________

SAFETYSTOCK THERMAL PRINTER(SATO,LABELS)

LOCAL STOCK NUMBER: OMC-PNT-001

· Country of Origin: _______

· BAA compliance (Yes/No): _______

2D SAFETYSTOCK IMAGER(1D UPGR / NEW LOC) Solution includes: *2D SAFETYSTOCK IMAGER(1D UPGR / NEW LOC) *XT SCANNER, WIRED 1-2 a. 1- 4 HEIGHT

LOCAL STOCK NUMBER: OMC-SCN-004

· Country of Origin: _______

· BAA compliance (Yes/No): _______

· TAA compliance (Yes/No): _______

OC SERVER WIN2019 176-600 DEVICES

LOCAL STOCK NUMBER: OMC-SRV-092

· Country of Origin: _______

· BAA compliance (Yes/No): _______

OC VIRTUAL WIN2019 TEST SERVER

LOCAL STOCK NUMBER: OMC-SRV-094

· Country of Origin: _______

· BAA compliance (Yes/No): _______

B.3 DELIVERY SCHEDULE

10.00

1.00

1.00

1.00

1.00

Page 1 of Page 1 of

B.4 STATEMENT OF WORK

Domestic sources or suitable domestic alternative sources are being sought for this requirement.

1. Background The New Mexico VA Health Care System requires a virtual patient observation solution to support continuous observation of patients at increased risk of falls, elopement, self-harm, unsafe mobility, or other events requiring timely staff intervention. The system will supplement direct clinical care by allowing trained staff to remotely observe and communicate with multiple patients and rapidly alert bedside staff when intervention is required.

2. Scope The contractor shall provide an AvaSure TeleSitter system or equal, including patient observation devices, software/licenses, centralized monitoring capability, implementation, configuration, testing, training, clinical implementation support, project management, and all accessories necessary to furnish a complete and operational solution.

3. Required Deliverables Fifteen (15) AvaSure Guardian mobile two-way patient observation devices or equal.

Fifteen (15) one-year software/license entitlements, one for each patient observation device.

Fifteen (15) medical-use power cords and all normal operating accessories required for the proposed devices.

One (1) spare-parts/accessory kit or equal containing commonly needed headset/earpiece, cleaning, cable, and adapter items.

One (1) centralized monitoring station capability, including one large-format commercial display or equal and all software/components necessary for multi-patient observation.

Implementation/installation services, including system/server setup as applicable, monitoring-station setup, device assembly/configuration, connectivity testing, functional validation, and technical training.

Clinical implementation services, including workflow/program-development support, policy/procedure guidance, best-practice guidance, training, and go-live support.

Project management services to coordinate implementation tasks, resources, schedule, risks, and go-live activities.

4. Installation, Training, and Go-Live The contractor shall coordinate implementation with Government clinical, biomedical, and information technology representatives.

The contractor shall identify all Government-furnished network, server, electrical, mounting, and other prerequisites before implementation.

The contractor shall configure and validate the system, including device connectivity, video, audio, alerting, monitoring-station functionality, and required software operation.

The contractor shall provide technical/biomedical and end-user training sufficient for Government personnel to safely operate and support the system.

The contractor shall provide clinical workflow support and go-live assistance sufficient to transition the system to operational use.

Any additional license, accessory, interface, hardware, or service required for the offered solution to meet this SOW shall be identified and included in the offered price unless expressly identified as Government-furnished.

5. Delivery, Warranty, and Acceptance All equipment shall be new and commercially available.

The contractor shall identify the anticipated delivery and implementation schedule in its quote.

All equipment and software shall include the applicable manufacturer's standard commercial warranty/support.

Final acceptance will occur after delivery, installation/configuration, connectivity testing, functional validation, and confirmation that the solution meets all minimum salient characteristics.

The contractor shall correct configuration or implementation deficiencies attributable to the contractor at no additional cost to the Government.

Provide installation services in accordance with VA, VHA, and NMVAHCS policies and procedures including:

A. Repairing any damaged caused during installation. Repairs will be required to match existing color schemes, ceiling tiles and grid, floor damage, fire caulking, fire barrier damage, and any additional damage to the facility.

B. Vendor must provide removal and disposal of materials used during installation – this includes cleaning of all debris, waste, and equipment packaging resulting from this project.

C. VHA Infection Control Guidelines D. VHA Lockout/Tagout procedures

a. Prior to performing any electrical work, NMVAHCS must be notified on what electrical circuits must be de-energized prior to commencing work.

E. The System must be tested to be within manufactures specifictions prior to release to the VA for use.

6. Brand Name or Equal - Offeror Documentation For each equal product proposed, the offeror shall clearly identify the manufacturer, brand, make/model, and applicable part number and provide descriptive literature or technical documentation demonstrating compliance with each minimum salient characteristic. The Government is not responsible for locating information that is not included in, or clearly referenced by, the quote. Failure to demonstrate compliance with a firm salient characteristic may result in the offered product being determined technically unacceptable.

7. Minimum Salient Characteristics - AvaSure TeleSitter or Equal The following are firm minimum physical, functional, and performance characteristics necessary to meet the Government's clinical and operational requirements. An equal product is not required to duplicate AvaSure's proprietary design, but shall provide the stated capabilities.

7.1 Multi-Patient Centralized Observation. The solution shall permit trained monitoring staff to continuously observe multiple patients from a centralized monitoring station without requiring a dedicated observer physically present in each patient room.

7.2 Mobile Bedside Devices. Provide fifteen (15) mobile patient observation devices suitable for routine hospital use and capable of being moved between patient-care locations and positioned for bedside observation.

7.3 Real-Time Video. Each patient observation device shall provide continuous real-time video of sufficient clarity for staff to observe patient movement, behavior, and safety-related activity.

7.4 Broad Room Viewing and Remote Focus. Monitoring staff shall be able to remotely adjust the camera viewing area using pan, tilt, zoom, or a technically equivalent method that provides broad room coverage and the ability to focus on clinically relevant activity.

7.5 Low-Light / Night Observation. The system shall permit effective patient observation in low-light or darkened room conditions through infrared illumination, low-light imaging, or equivalent technology without requiring normal room lighting to remain on.

7.6 Two-Way Audio. Each patient observation device shall support real-time two-way audio so monitoring staff can verbally redirect, reassure, or instruct the patient.

7.7 Immediate Bedside Alert. Monitoring staff shall be able to initiate a distinctive audible alert at or immediately adjacent to the patient observation device to summon bedside staff when verbal redirection is unsuccessful or urgent intervention is required.

7.8 Concurrent Multi-Patient Monitoring. The centralized monitoring station shall support simultaneous visual monitoring of multiple assigned patients and allow staff to rapidly select an individual patient/device for focused observation and two-way communication.

7.9 Secure Healthcare Network Connectivity. Patient observation devices shall support secure network connectivity suitable for a healthcare environment. The offeror shall identify required wired/wireless connectivity, bandwidth, ports, protocols, server resources, and other network prerequisites.

7.10 Device-Based Software Licensing. The solution shall include software licensing for all fifteen (15) patient observation devices for the required one-year period and include the software functionality necessary to operate the virtual patient observation system.

7.11 Dashboard and Operational Reporting. The solution shall provide administrator-accessible reporting or dashboard functionality capable of tracking system utilization and clinically relevant program activity, including device use and alerts, redirections/interventions, or equivalent program metrics.

7.12 Program Analytics. The solution shall support collection and review of monitoring-program data sufficient for the Government to evaluate utilization, alarms/interventions, workflow, and program performance over time.

7.13 Standardized Patient Messaging. The system shall support standardized or pre-recorded patient announcements/messages, including multilingual capability, or an equivalent method for delivering consistent patient instructions.

7.14 Clinical Patient-Safety Workflow. The offered solution shall be designed for clinical virtual patient observation and support workflows for patients requiring enhanced observation, including fall-risk, unsafe mobility, elopement-risk, behavioral-health, or similar patient-safety use cases.

7.15 System Administration. Authorized Government administrators shall be able to manage users/devices, access operational information, and administer the system using role-appropriate controls.

7.16 Technical Validation. Before acceptance, the contractor shall validate device connectivity, video, audio, camera/viewing controls, bedside alerting, monitoring-station functionality, and required software operation.

7.17 Clinical Implementation Support. The contractor shall provide policy/procedure guidance, workflow/program-development assistance, training, best-practice guidance, and go-live support appropriate to implementation of a hospital virtual patient observation program.

7.18 Complete Solution. The proposed solution shall include all hardware, software, licenses, accessories, cables, adapters, interfaces, and services required to provide the stated capabilities. An offer that depends on unidentified or unpriced components to meet a salient characteristic may be determined technically unacceptable.

SECTION C - CONTRACT CLAUSES

C.1 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB COVERED ENTITIES (DEC 2023)

(a) Definitions. As used in this clause—Kaspersky Lab covered article means any hardware, software, or service that—

(1) Is developed or provided by a Kaspersky Lab covered entity;

(2) Includes any hardware, software, or service developed or provided in whole or in part by a Kaspersky Lab covered entity; or

(3) Contains components using any hardware or software developed in whole or in part by a Kaspersky Lab covered entity.

Kaspersky Lab covered entity means—

(1) Kaspersky Lab;

(2) Any successor entity to Kaspersky Lab, including any change in name, e.g., ‘‘Kaspersky’’;

(3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or

(4) Any entity of which Kaspersky Lab has a majority ownership.

(b) Prohibition. Section 1634 of Division A of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 115–91) prohibits Government use of any Kaspersky Lab covered article. The Contractor is prohibited from—

(1) Providing any Kaspersky Lab covered article that the Government will use on or after October 1, 2018; and

(2) Using any Kaspersky Lab covered article on or after October 1, 2018, in the development of data or deliverables first produced in the performance of the contract.

(c) Reporting requirement. (1) In the event the Contractor identifies a Kaspersky Lab covered article provided to the Government during contract performance, or the Contractor is notified of such by a subcontractor at any tier or any other source, the Contractor shall report, in writing, to the Contracting Officer or, in the case of the Department of Defense, to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (c)(1) of this clause:

(i) Within 3 business days from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; brand; model number (Original Equipment Manufacturer (OEM) number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the report pursuant to paragraph (c)(1) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a Kaspersky Lab covered article, any reasons that led to the use or submission of the Kaspersky Lab covered article, and any additional efforts that will be incorporated to prevent future use or submission of Kaspersky Lab covered articles.

(d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts including subcontracts for the acquisition of commercial products or commercial services.

(End of Clause)

C.2 52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)

(a) Definitions. As used in this clause— Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Information technology, as defined in 40 U.S.C. 11101(6)—

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use—

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

(b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L. 117–328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (OMB) Memorandum M–23–13, dated February 27, 2023, ‘‘No TikTok on Government Devices’’ Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors. The Contractor is prohibited from having or using a covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this contract, including equipment provided by the Contractor’s employees; however, this prohibition does not apply if the Contracting Officer provides written notification to the Contractor that an exception has been granted in accordance with OMB Memorandum M–23–13.

(c) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services.

(End of Clause) C.3 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:

(End of Addendum to 52.212-4)

C.4 52.219-14 LIMITATIONS ON SUBCONTRACTING (NOV 2025) (DEVIATION)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with sections 19.105, 19.106, 19.107, and 19.108;

(4) Orders expected to exceed the simplified acquisition threshold and that are set aside for small business concerns under multiple-award contracts, as described in 8.4 and 16.5;

(5) Orders, regardless of dollar value, that are set aside in accordance with sections 19.105, 19.106, 19.107, and 19.108 under multiple-award contracts, as described in 8.4 and 16.5; and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) By submission of an offer and execution of a contract, the Contractor agrees that in performance of a contract assigned a North American Industry Classification System (NAICS) code for—

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract;

(2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 85 percent subcontract amount that cannot be exceeded; or

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraphs (c)(1), (2), (3) and (6) of this clause— [] By the end of the base term of the contract and then by the end of each subsequent option period; or [] By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

(1) In a joint venture comprised of a small business protégé and its mentor approved by the Small Business Administration, the small business protégé shall perform at least 40 percent of the work performed by the joint venture. Work performed by the small business protégé in the joint venture must be more than administrative functions.

(2) In an 8(a) joint venture, the 8(a) participant(s) shall perform at least 40 percent of the work performed by the joint venture. Work performed by the 8(a) participants in the joint venture must be more than administrative functions.

(End of Clause)

C.5 52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS

As prescribed in 22.2203, insert the following clause:

Addressing DEI Discrimination by Federal Contractors (Deviation DATE)

(a) Definitions. As used in this clause— Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will…