36C10D25Q0130_2.docx

36C10D25Q0130

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

VA

36C10D25Q0130 08-14-2025 Jacalyn Hainey 603-203-6340 09-09-2025 10:00 am

CDT

00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington

DC

20006 X X Y 561210 $47 Million N/A X 00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Division 1800 G Street NW Washington

DC

20006 00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington

DC

20006

All invoices must be submitted via Tungsten: see attachment P11 Invoicing Instructions

See CONTINUATION Page See attached See CONTINUATION Page X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

SOLICITATION NOTICE

i. This is a solicitation for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued. The government anticipates a single (all or none), firm‐fixed‐price award. A quotation is not an offer and, consequently, cannot be accepted by the Government to form a binding contract. Therefore, issuance by the Government of an order in response to a supplier’s quotation does not establish a contract. The order is an offer by the Government to the supplier to buy certain supplies or services upon specified terms and conditions. A contract is established when the supplier accepts the offer.

ii. 36C10D25Q0130 Solicitation is issued as a request for quotation (RFQ).

iii. The solicitation is set aside for VETERAN OWN SMALL BUSINESS concerns only. Only quotes submitted by Veteran Own Small Business will be accepted by the Government. Any quote that is submitted by a contractor that is not a Veteran Own Small Business will not be considered for the award. Note that only VA verified VOSBs in the VIP database at the time of contract award will be considered for award and non‐VIP verified firms will be considered non‐responsive and ineligible for award. The applicable NAIC Code for this solicitation is 561210-Facilities Support Services, and the Small Business Size limitation is $47 Million.

iv. The contractor shall effectively maintain and repair four elevators.

CLIN 0001: Provide elevator maintenance services per the attached Statement of Work. Base Year.

Unit Price___________; Quantity: 12; Unit of Issue: Month; Extended Price ____________

CLIN 1001: Provide elevator maintenance services per the attached Statement of Work. Option Year 1.

Unit Price___________; Quantity: 12; Unit of Issue: Month; Extended Price ____________

CLIN 2001: Provide elevator maintenance services per the attached Statement of Work. Option Year 2.

Unit Price___________; Quantity: 12; Unit of Issue: Month; Extended Price ____________

CLIN 3001: Provide elevator maintenance services per the attached Statement of Work. Option Year 3 Unit Price___________; Quantity: 12; Unit of Issue: Month; Extended Price ____________

CLIN 4001: Provide elevator maintenance services per the attached Statement of Work. Option Year 4 Unit Price___________; Quantity: 12; Unit of Issue: Month; Extended Price ____________

Total Price _________________________

v. Description of Requirement

The contractor shall furnish small operating parts, labor, transportation and supplies required to accomplish inspecting, cleaning, adjusting, calibrating and to provide minor repairs of four elevators at levels necessary to provide the specified functions to meet the manufacturer’s current equipment specifications. This equipment is currently in good working condition. SEE ATTACHED STATEMENT OF WORK.

vi. Period of Performance: Base period-year from 10-01-2025 to 09-30-2026 and four (4) consecutive twelve (12) month option years.

Place of Performance:

1600 E. Woodrow Wilson Ave., Jackson, MS 39216.

vii. FAR 52.212-1, Instructions to Offerors – Commercial Items, applies to this solicitation. The following provisions and clauses are added as addenda:

52.252-1 Solicitation Provisions Incorporated by Reference (FEB 1998) http://www.acquisition.gov/far/index.html (FAR) and http://www.va.gov/oal/library/vaar/index.asp (VAAR)

52.204-7 System for Award Management (OCT 2018) 52.204-16 Commercial and Government Entity Code Reporting (JUL 2016) 52.212-2 Evaluation—Commercial Items (OCT 2014)

The most current task order number was 36C10E20P0004 and it expired 09-30-2024. The total awarded amount was $51,996.00 for a base and four option years. The award date was 08/07/2019. The awardee was Elevator Service, Inc.

Questions: Questions to this RFQ shall be submitted via electronic mail to the Contract Specialist (jacalyn.hainey@va.gov). Questions will be accepted until September 2, 2025, 2:00 p.m. (CST). The Government is not obligated to respond to any questions received after that date and time. All questions received within the designated timeframe that the Government considers relevant will be answered. Responses to questions will be provided as amendment to the RFQ that will be made available to all potential Vendors on FBO. Telephonic inquires will not be responded to.

A site visit is scheduled for August 21,2025 at 10:00am CST at VBA Jackson Regional Office 1600 E. Woodrow Wilson Ave., Jackson, MS 39216.

SAM Registration: Vendors must be registered in the Systems for Award Management (SAM), and have an active registration at the time quotes are submitted. No contract will be entered into with an unregistered contractor. Internet access allows you to register by completing an electronic on-line registration application at https://www.sam.gov/portal/public/SAM/. On-line Representations and Certifications (ORCA) may also be filled out at this website.

Quote Preparation Instructions:

Specific Instructions:

Quotes shall be submitted electronically to Jacalyn.hainey@va.gov . The email subject line must contain the following: “Quote in Response to 36C10D25Q0130 Elevator Maintenance Services”. Responses are due no later than September 9, 2025 by 10:00 AM (CST). The maximum size of each email cannot exceed 5 MB. Note that emails that contain compressed files such as Zip files will be rejected by the government server. Only written quotes shall be acceptable and must be received and identified by solicitation #36C10D25Q0130 Vendors bear the burden of ensuring that quotes are emailed on time. The Quotes must include company name, address, SAM UEI Number, tax identification number (TIN), and point of contact with phone number, and e-mail address.

All Quotes shall be legible and prepared in the format referenced below.

Part I - Executed Request for Quote and Price: The Vendor is required to quote a fully burdened fixed price for the CLIN structure as shown in the above section v. Insert the quoted unit and extended prices in Contract Line Item Number (CLIN) 0001 through 4001. All unit prices shall be represented in two decimal positions only. Example: $0.27, not $0.27458. Vendors shall acknowledge all amendments issued.

Part II - Technical Capability Factor: The Vendor’s quote shall be evaluated for its detailed discussion and Vendor’s approach to proposed solution(s) and demonstrated ability to perform the type of work described by the SOW.

Part III- Experience Factor: The Vendor’s quote shall be evaluated by reviewing aspects of the Vendor’s recent and relevant experience.

Part IV – Past Performance Factor: The past performance evaluation will be accomplished by reviewing aspects of a Vendor’s recent and relevant past performance.

ADDITIONAL INFORMATION:

Any quote submitted to the Contracting Officer after the due date and time shall be considered nonresponsive to the Solicitation and rejected.

It is the Vendor’s responsibility to ensure that their quote is submitted in its entirety. Partial quotes shall be considered non-responsive to the Solicitation and shall be rejected.

The Vendor shall clearly separate each Evaluation Factor submitted within their quote.

Vendors shall address each evaluation factor in detail. The Vendor shall include all supporting details necessary for the Government to determine the Vendor’s technical qualifications and ability to perform the required services, as well as the adequacy and advantages of the Quote.

The Vendor shall not submit the company’s general marketing literature or brochures. Such materials are not considered responsive to the specific evaluation criteria and shall not be evaluated.

The Quotes shall be evaluated strictly in accordance with their written content. The Government reserves the right to award without discussions based upon the initial evaluation of Quotes.

Quotes which merely restate the requirement or state that the requirement shall be met, without providing supporting rationale, are not sufficient to meet minimum requirements.

Failure to provide any of the above information or providing inadequate or unclear information will result in the quote being rated unsatisfactory and ineligible for award.

(End of Addendum to 52.212-1)

viii. Quotes will be evaluated as follows:

BASIS FOR AWARD: This requirement will be competed and awarded under Federal Acquisition Regulation (FAR) Part 13, Simplified Acquisition Procedures. The contracting techniques associated with FAR Part 15 do not apply. Following receipt of quotes, the government will perform an evaluation using a comparative analysis of the quotes, in an impartial manner. The evaluation factors outlined in this request for quote will determine suitability. Technical, Experience and past performance when combined are more important than price.

The Government will award a contract resulting from this solicitation to the responsive, responsible Vendor in accordance with FAR 9.104-1 and whose quote conforms to the solicitation, and provides the best value to the Government, price and other non-price factors considered. Since award may be made to the Vendor with other than the lowest price, price is not necessarily the determining factor.

The following factors shall be used to evaluate quotes:

EVALUATION FACTOR 1: TECHNICAL CAPABILITY

- The technical capability rating reflects the degree to which the proposed approach has demonstrated the ability to perform elevator maintenance services as required by the solicitation. The technical evaluation rating will be determined by evaluating the following:

Vendors shall submit documentation illustrating a clear description of the management methodology that will be used for executing the effort described in the SOW. THIS DESCRIPTION SHALL INCLUDE: (1) IDENTIFYING KEY PERSONNEL AND THEIR EXPERIENCE/CERTIFICATIONS; (2) ABILITY TO MEET SERVICE CALL RESONSE TIME; (3) DETAILS OF THE VENDOR’S PLAN TO MEET THE LIMITATIONS ON SUBCONTRACTING. Vendors must also provide a written statement with adequate assurance that per 13 CFR 125.6 they can meet the limitations of subcontracting. Per 13 CFR 125.6 (1), in the case of a contract for services (except construction), the [prime contractor] will not pay more than 50% of the amount paid by the government to it to firms that are not similarly situated. Any work that a similarly situated subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Since an independent contractor such as a “1099 employee” is considered a subcontractor then, each independent subcontractor needs to be registered in VIP as an VOSB to be considered as a similarly situated VOSB entity that does not count towards the limitations of subcontracting.

EVALUATION FACTOR 2: EXPERIENCE:

-The basis of evaluation under this factor will be focused on the firm’s experience in performing recent contracts and /or task orders of similar size, scope and complexity to the work being solicited within the SOW. The quote shall contain information from a minimum of one contract where similar elevator maintenance services were successfully provided. Only quotes that demonstrate relevant experience with providing similar elevator maintenance services shall be eligible for award. Government and commercial sources will be accepted. The Contractor must regularly offer and engage in providing similar elevator maintenance services as described in this solicitation.

EVALUATION FACTOR 3: PAST PERFORMANCE

- The past performance evaluation will be accomplished by reviewing aspects of a Vendors recent and relevant past performance. The Vendor shall submit past performance information that is both recent (within the past three (3) years) and relevant (similar in size, scope, and complexity to the requirement being procured), if applicable. Recent and relevant past performance shall be discussed for the prime contractor and/or any major ‘team members” or “teaming partners” proposed to support this contract. The Vendor is provided an opportunity to submit a list of no more than three (3) of the Vendor’s most recent and relevant past performance information on projects: similar in size, scope, and complexity to the requirement being procured under this solicitation, performed for Government agencies and/or commercial customers within the last three (3) years from the solicitation release date. The past performance submittals shall include (when applicable): Contract Number, Contracting Officers (CO): Name, Phone number and Email address, Contracting Officers Representatives (COR): Name, Phone number and Email address, Non-Government Points of Contact (if applicable), Total Contract Value at time of award and final price after any/all modifications, Initial Period of performance (POP) and final POP after any/all modifications, Narrative describing the requirement and reason for any modifications which effected price or performance period. The Government reserves the right to obtain past performance data from other sources than those identified by the Vendor in evaluating past performance. In the case of a Vendor without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably assigned, the Vendor may not be evaluated favorably or unfavorably on past performance. Therefore, the Vendor shall be determined to have unknown past performance. In the context of confidence, the Vendor will be evaluated as “Unknown Confidence” and shall be considered “neutral.”

EVALUATION FACTOR 4: PRICE

- The Vendor is required to quote a fully burdened fixed price for the CLIN structure as shown in Section v. Insert the quoted unit and extended prices in Contract Line Item Number (CLIN) 0001 through 4001. All unit prices shall be represented in two decimal positions only. Example: $0.27, not $0.27458.

The Government shall evaluate price to determine whether or not it is considered fair and reasonable in accordance with FAR Part 13.106-3.

ix. FAR 52.212-3, Offeror Representations and Certifications – Commercial Items applies to this solicitation. The offeror must have completed the annual representations and certifications electronically via the SAM website access through http://www.acquisition.gov. After reviewing the SAM database information, the offeror verifies by submission of this offer that the representations and certifications currently posted electronically at FAR 52.212-3, Offeror Representations and Certifications—Commercial Items, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference.

x. FAR 52.212-4, Contract Terms and Conditions – Commercial Items applies to this solicitation. The following FAR and VAAR provisions and clauses are added as addenda:

Wage Determination 2004-0401 (Rev.38), dated 02/06/2025, is hereby incorporated by reference and made part of this solicitation. This wage determination is for services performed at the Jackson, MS location. The applicable wage determination can be found at www.sam.gov .

xi. N/A

xii. N/A

xiii. Quotes are due no later than September 9, 2025 by 10:00 AM Central Standard Time.

xiv. For additional information, please contact the Contracting Officer, Jacalyn Hainey at (603) 203-6340 or by e-mail at jacalyn.hainey@va.gov .

See attached document: Statement of Work.

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C10D Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006

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.

See attachment P11 Invoicing instructions

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

See attached document: P09-Final SOW.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

RO Elevator Maintenance Contract (New) Contract Period: Base POP Begin:

POP End:

0.00

Provide elevator maintenance services per the attached Statement of Work. Option Year 1 Contract Period: Option 1

0.00

Provide elevator maintenance services per the attached Statement of Work. Option Year 2 Contract Period: Option 2

0.00

Provide elevator maintenance services per the attached Statement of Work. Option Year 3 Contract Period: Option 3

0.00

Provide elevator maintenance services per the attached Statement of Work. Option Year 4 Contract Period: Option 4

B.3 DELIVERY SCHEDULE

1.00

0.00

0.00

0.00

0.00

INVOICING INSTRUCTIONS:

Payment provided under the terms of this contract will be made Monthly in arrears for all services rendered and/or deliverables submitted and approved by the VA.

GOVERNMENT INVOICE ADDRESS:

TUNGSTEN (OB10) ELECTRONIC INVOICE SUBMISSION FSC e-INVOICE PROGRAM THROUGH AUSTIN PORTAL

FSC MANDATORY ELECTRONIC INVOICE SUBMISSION FOR AUSTIN PAYMENTS

Please include in all invoices the Contract/Purchase Order Number, or Task/Delivery Order Number.

All invoices need to also be submitted using the same line item format in the contract or order.

Vendor Electronic Invoice Submission Methods:

Fax, email and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted data transmissions below.

1. VA’s Electronic Invoice Presentment and Payment System – The Financial Services Center (FSC) in Austin, TX uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten- network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

2. A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site is http://www.x12.org.

Vendor e-Invoice Set-up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center in Austin, TX for payment processing. If you have questions about the payment status of a properly submitted invoice, the e-invoicing program, or Tungsten, please contact the FSC at the phone number or email address listed below.

· Tungsten e-Invoice setup information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@tungsten-network.com

· VA TUNGSTEN Number: AAA544240062

· FSC e-Invoice contact information: 1-877-353-9791

· FSC e-Invoice email: vafsccshd@va.gov

· FSC Internet: http://www.fsc.va.gov/einvoice.asp

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 52.217-9; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause) C.3 VAAR 852.219-74 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, ‘‘Veteran-owned small business or VOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more Veteran(s);

(ii) The management and daily business operations of which are controlled by one or more Veteran(s);

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document.

(iv) The business has been verified for ownership and control pursuant to 38 U.S.C. 8127 and 13 CFR 128, and is certified and listed in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting, and the Veterans Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) ‘‘Veteran’’ is defined in 38 U.S.C. 101(2).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans’’ has the meaning given that term under section 3(q)(3) of the Small Business Act (15 U.S.C. 632(q)(3)), except that for a VA contract the firm must be certified and listed in the SBA certification database.

(5) The term “VOSB participant” or certified VOSB means a small business that has been certified as eligible to participate in the Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102). It includes certified service-disabled veteran-owned small businesses (SDVOSBs).

(b) General. In order for a concern to submit an offer and be eligible for the award of a VOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be certified and listed as a VOSB or SDVOSB participant in the certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified VOSBs or SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made only to a certified VOSB who is eligible at the time of submission of offer(s) and at time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as a VOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified VOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified VOSB as defined in this clause, 13 CFR 121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multiple-award contracts, a VOSB agrees that in the performance of the contract, the VOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size, and government contracting programs at 13 CFR parts 121 and 125, including the non-manufacturer rule and limitations on-subcontracting (LOS) requirements in 13 CFR 121.406(b) and 125.6. For the purpose of the limitations on subcontracting, only certified VOSBs listed in the SBA certification database, (including independent contractors) shall be considered eligible and/or ‘‘similarly situated’’ (i.e., a firm that has the same small business program status as the prime contractor). An otherwise eligible firm further agrees to comply with the required LOS certification requirements in this solicitation (see 852.219–75 and/or 852.219–76 as applicable). These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the VOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance to firms that are not certified VOSBs listed in the SBA certification database (excluding direct costs to the extent they are not the principal purpose of the acquisition and the SDVOSB/ VOSB does not provide the service, such as airline travel, cloud computing services, or mass media purchases). When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(2) Supplies/products.

(i) In the case of a contract for supplies or products (other than from a non-manufacturer of such supplies), the VOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified VOSBs listed in the SBA certification database. When a contract includes both supply and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(ii) In the case of a contract for supplies from a non-manufacturer, the VOSB prime contractor will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) has been granted. Refer to 13 CFR 125.6(a)(2)(ii) for guidance pertaining to multiple item procurements.

(3) General construction. In the case of a contract for general construction, the VOSB prime contractor will not pay more than 85% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified VOSBs listed in the SBA certification database.

(4) Special trade construction contractors. In the case of a contract for special trade contractors, no more than 75% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, may be paid to firms that are not certified VOSBs listed in the SBA certification database.

(5) Subcontracting. A VOSB must meet the NAICS size standard assigned by the prime contractor and be listed in the SBA certification database to count as similarly situated. Any work that a first tier VOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, the cost of materials is excluded and not considered to be subcontracted. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the portion of the contract with the preponderance of the expenditure upon which the assigned NAICS is based. For information and more specific requirements, refer to 13 CFR 125.6.

(e) Required limitations on subcontracting compliance measurement period. A VOSB shall comply with the limitations on subcontracting as follows:

[] By the end of the base term of the contract or order, 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.

(f) Joint ventures. A joint venture may be considered eligible as a VOSB if the joint venture complies with the requirements in 13 CFR 128.402 and the managing joint venture partner makes the representations under paragraph (c) of this clause. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(g) Precedence. The VA Veterans First Contracting Program, as defined in VAAR 802.10, subpart 819.70, and this clause, takes precedence over any inconsistencies between the requirements of the SBA Veteran Small Business Certification Program and the VA Veterans First Contracting Program.

(h) Misrepresentation. Pursuant to 38 U.S.C. 8127(g), any business concern, including all its principals, that is determined by VA to have willfully and intentionally misrepresented a company’s VOSB status is subject to debarment from contracting with the Department for a period of not less than five years (see VAAR 809.406–2, Causes for Debarment).

(End of Clause) C.4 VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (JAN 2023) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(l)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101…