36C10E22Q0141_1.docx

36C10E22Q0141

GENERAL INFORMATION

Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006

POINT OF CONTACT*

Contracting Officer Heather Allen heather.allen@va.gov

PLACE OF PERFORMANCE

Huntington Regional Office

640 4th Avenue

Huntington WV

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

EMAIL DESCRIPTION

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

DESCRIPTION

Combined Synopsis/Solicitation Notice

The Department of Veterans Affairs, Veterans Benefits Administration has a requirement for a contractor to provide quarterly life cycle as well as on-call maintenance for the Physical Access Control System (PACS) and Closed Caption Televisions (CCTV) at its Huntington Regional Office, 640 4th Ave., Huntington, WV 25701 for a base year plus four (4) one-year option periods. Prospective contractors will need to demonstrate they are Lenel and Avigilon certified for PACS and CCTV life cycle maintenance.

The applicable NAICS code for this procurement is 561621.

This requirement is 100% set-aside for small businesses.

As stated in VAAR Clause 852.215-70, extra credit will be given to SDVOSB/VOSB concerns which are registered in the Department of Veterans Affairs Vendor Information Pages https://www.vetbiz.va.gov/vip/

(1) A qualifying SDVOSB’s Evaluated Price will be set at 10% less than their quoted price.

(2) A qualifying VOSB’s Evaluated Price will be set at 5% less than their quoted price.

(3) All other Technically Acceptable Quotes will have Evaluated Prices equal to their quoted price.

Presolicitation Notice

Page 1 of

Presolicitation Notice

Page 1 of

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

F36B315-22-0000008 36C10E22Q0141 08-04-2022 Heather Allen 202-461-9449 08-16-2022 3pm

EDT

00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006 X X 561621 $22 Million N/A X 00101 Department of Veterans Affairs Veterans Benefits Administration Huntington Regional Office 640 4th Avenue Huntington WV 25701 00101 Department of Veterans Affairs Veterans Benefits Administration Acquisition Directorate 1800 G Street NW Washington DC 20006

All invoices must be submitted via the Tungsten Network website

See CONTINUATION Page Physical Access Control System Quarterly Preventative Maintenance per Statement of Work Huntington Regional Office Base Year:

OY1:

OY2:

OY3:

OY4:

Lenel and Avigilon Certified Technicians Required 100% Small Business Set-Aside Questions are due NLT Tuesday, August 9, 2022 by 3pm EST Quotes are due NLT Tuesday, August 16, 2022 by 3pm EST Submit questions and quotes to heather.allen@va.gov See CONTINUATION Page x X X Heather Allen Contracting Officer Page 1 of Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR: Name: ___________________________________________

Address: _________________________________________

City, State, Zip: ___________________________________

Telephone Number: ________________________________

UEI: __________________________________________

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

[X] 52.232-34, Payment by Electronic Funds Transfer - Other than System for Award Management

3. INVOICES: Invoices shall be submitted in arrears:

[X] Quarterly

4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted via the Tungsten Network.

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

AMENDMENT NO DATE

36C10E22Q0141 Page 1 of Page 1 of Page 1 of Page 1 of

B.2 STATEMENT OF WORK

HUNTINGTON REGIONAL OFFICE

PHYSICAL ACCESS CONTROL SYSTEM PREVENTATIVE MAINTENANCE

GENERAL INFORMATION

A.1 INTRODUCTION: This requirement is for Preventative Maintenance Service of the Department of Veterans Affairs Huntington Regional Office Physical Access Control and Closed Circuit Television Systems.

A.2 BACKGROUND: The VA Huntington Regional Office requires a preventative maintenance service agreement for its recently upgraded Lenel Physical Access Control System (PACS) and Avigilon Closed Circuit Television System (CCTV).

A.3 SCOPE OF WORK: Vendor must be a manufacturer certified representative to service the equipment listed below. Vendor to provide all parts, labor, and equipment to perform the following work on these systems:

· Lenel OnGuard 7.2 Enterprise Version 7.2.269.67, Slammer Version 5-6-1-5555 Physical Access Control System (“PACS Security” PIV-compliant card readers);

· Avigilon high-definition closed circuit television (CCTV) system, including point-tilt-zoom cameras;

Vendor shall maintain dedicated inspection team of competent individuals that perform these types of duties on similar safety systems for other facilities on a regular basis. The intent is these inspection services is to maximize performance of safety systems, keep system features/abilities/interfacing factory fresh by maintaining current firmware versions, maximize VA’s responses to patient safety issues, maximize value of VA’s investment in these life safety systems, uncover failed or failing equipment before an incident is experienced by VA staff, minimize billable service calls and unplanned down time, allow technician to maintain familiarity of the systems to respond and resolve service issues quicker and at less expense to VA, keep the system current and keep VA staff trained in the proper operations of the various systems.

The vendor shall perform the following work on the systems noted above on a quarterly basis:

Quarterly Inspection and Reporting Inspections and reporting will be performed quarterly. Time to perform inspections shall be approved in advance by VA and 100% of the equipment will be inspected and reported during each quarterly inspection.

During the course of each inspection,

· After technicians arrive on site for an inspection per schedule approved in advance, inspector will meet with assigned VA Staff, a call will be made to appropriate VA staff that system will be in testing mode.

· VA personnel will provide assistance to gain access and test/inspect devices located within in-accessible areas.

· Technicians will test, inspect and catalog all devices and their corresponding locations in the building. Equipment will be cleaned utilizing methods recommended by the manufacturer. If equipment component fails inspection technician will recalibrate if possible, reinstall and test again.

· Strategic voltage/current measurements will be taken and compared to manufacturers’ specifications and corrections performed if possible.

· Technicians will continue this procedure for each system included in this agreement for each facility building until all system equipment has been tested, serviced and compiled in documentation to VA.

· All maintenance and upkeep of equipment will be done per manufacture’s recommended testing procedures and guidelines

· Vendor shall perform all manufacturer required and suggested system inspections and tests to ensure that the subject system is operating properly.

· Vendor will test operation of each device and component and conform proper operation .

· For the PACS (Physical Access Control System) power supplies, Vendor shall test batteries, label each battery showing date of last inspection, replace batteries that fail inspection. Vendor shall include all costs associated with replacing batteries as need and at the time of inspection. Battery replacement for UPS or other batteries are excluded from this requirement.

· Vendor shall identify and notify Owner of any issues or items that require repair.

· Vendor shall make repairs as possible while onsite.

· For repairs or services that cannot be provided while onsite, Vendor shall provide a detailed quotation (at their expense), that includes all labor, equipment, installation material and technical service costs to make needed repairs. Work will not be performed until approved by Owner in writing.

· Vendor shall furnish, install and confirm proper operation of all available software updates and upgrades to ensure that the subject system is operating properly at the newest, most up-to-date version of the software.

· These services will be performed on equipment that may be added during current service agreement time period.

· All equipment will receive a unique bar code label and once tested the device will be scanned into a hand-held, wireless, barcode type scanner. Once scanned the devices will be downloaded to a specific word processing program and entered with all pertinent equipment information. The report will show all devices and their current status as well as location, model number and bar code designation. No later than 10 days after each inspection a written report will be tendered to VA Staff with a full evaluation, recommendations and any cost estimates that are over and above the regular routine maintenance and upkeep covered under the systems agreement. Upon receipt of inspection report by VA Staff, a meeting will be held to discuss in detail all aspects of the report and to determine what actions, if any, need to be addressed with respect to the upkeep, maintenance and safety of the site. Inspections include testing of all recently installed devices.

· After each inspection, the Vendor will prepare a detailed report and submit to assigned VA Staff. The report will include but not be limited to:

· Date(s) and time(s) service was performed,

· Any problem(s) encountered,

· Corrective Measures taken to solve the problem(s),

· Preventive measures that VA can take to alleviate problems from reoccurring.

Deliverables Technicians will supply all materials required to perform the necessary testing and service, including but not limited to: Hand tools, step ladders, lifts, personal protective equipment (PPE) as required by the facility, specific device testing tools and meters as needed.

Vendor shall furnish, install, maintain and utilize a maintenance/inspection client workstation PC connected to Owner’s LAN so VA operations are not interrupted during inspection or system upgrade services.

Vendor shall include all costs associated with;

· Providing onsite technical services to perform inspection, testing and reporting for covered security systems installed in Huntington VA Regional Office (640 4th Avenue, Huntington WV).

· Providing onsite technical services to perform inspection, testing and reporting for all items that are added to covered systems during while Service Agreement is in place.

· Providing unique bar code labels to each device of the covered system. Utilizing a web based reporting system to create inspection reports. Manage reporting data and Owner’s access to web based reports. Furnishing PDF reports to Owner within 10 days of inspection showing deficiencies. Providing replacement report showing all repaired deficiencies.

· Providing maintenance and upkeep of equipment while inspections are being performed.

· Providing Service Technician access to factory provided technical services 24/7 as needed to address system concerns or faults.

· Providing Service Technician access to factory provided software support and software upgrades

· Providing Technical Services to perform onsite inspection, testing and documenting status of control equipment and system software during scheduled inspections

· Providing Technical Services to perform onsite programming changes requested by Owner or Factory as needed during scheduled software inspections

· Providing Technical Services to perform onsite software and/or firmware upgrades as approved during scheduled inspections

· Providing 24 hour, seven days per week emergency telephone number for access to Technical Support.

· Providing factory certified employees to provide technical services for the covered systems.

· Standard business hours services as well as Evening, Holiday and Weekend emergency services will be provided as requested and approved in advance by VA and invoiced at a discounted service rate of 20% off current established rates.

· Providing all appropriate forms to VA Huntington Regional Office to secure appropriate access to the site as instructed by VA for Personnel Access (VA PIV badge) at their own expense.

· Providing and maintaining a current inventory for systems covered within this agreement during service agreement period that will include the following as a minimum;

· List of software versions.

· List of equipment model numbers and bill of material.

· List of equipment serial numbers (whenever available).

· Confidential list of equipment IP addresses and MAC addresses (service contractor will keep this confidential and handle this information as directed by Owner).

· Providing and maintaining reports listing date of inspection/testing of each component.

· Maintain this information as equipment may be moved, replaced, added or removed (based on work performed by Vendor and information provided by VA).

· Maintaining a current inventory for systems covered within this agreement during service agreement period that will include the following as a minimum;

· List of software versions.

· List of equipment model numbers and bill of material.

· List of equipment serial numbers (whenever available).

· Confidential list of equipment IP addresses and MAC addresses (service contractor will keep this confidential and handle this information as directed by Owner).

· Maintain reports listing date of inspection/testing of each component.

· Vendor shall include all costs associated with;

· Maintaining physical office with factory certified employees within 25 miles of this location.

· Providing 24/7 telephone technical support for these covered systems.

· Providing 48 hour, onsite technical service response for standard service requests as requested by Owner for these covered systems.

· Providing 4 hour, onsite technical service response for emergency services as requested by Owner for these covered systems.

· Providing one training session for Owner’s representatives regarding the operation of all aspects of the PACS system annually. This to be performed per schedule approved in advance by Owner.

· Providing one training session for Owner’s representatives regarding the operation of all aspects of the CCTV system annually. This to be performed per schedule approved in advance by Owner.

· Providing and installing current version of CCTV Video Management Software and current version of CCTV enterprise camera licenses as they are released from factory.

· Providing extended factory sponsored, extended equipment warranty for covered equipment equipment as available while service agreement is in place.

Reporting For each of the quarterly inspections Vendor shall provide the following for all components of each covered systems;

· Provide detailed inspection report to Owner in PDF format that include time stamp of inspection, results of inspection and any corrective measures needed for 100% of the security equipment.

· Provide list of deficiencies that were remediated during the onsite inspection.

· Provide list of deficiencies that were not able to be corrected while onsite and require equipment and or services to be approved by Owner before work is to take place.

· Provide revised report showing deficiencies that were remediated following original report.

· Provide report in PDF format to Owner’s representatives via mail within 15 days of inspection services. Provide and manage Owner’s representative(s) access to access online reports via web portal.

SUPPORTING INFORMATION

B.1 Place of Performance: Work will primarily take place at the VA Huntington Regional Office, located at 640 4th Avenue, Huntington, WV 25701.

All work must be performed during business hours. Business hours are qualified as Monday – Friday, 8AM – 4PM, excepting federal holidays.

B.2 Period of Performance: Work is to begin as soon as possible as but no later than within 30 calendar days from date of award. All evaluations should be completed within 45 days and the final inspection reports delivered within 15 days after that. All work must be approved and coordinated with the VA Huntington Regional Office Chief Support Services who can be reached via the following contact information:

Ron Bonecutter

ssd.vbahun@va.gov B.3 Special Considerations:

Huntington Regional Office Equipment List (PACS, CCTV) Physical Access Control (PACS) PACS: LENEL OnGuard PACS Access Control System with PIV Class Credential and Software License LENEL Model# SWG-1550-1 | FIPS 201 Credential Mgt Integration License/Software for integrated support (interface) to existing LENEL OnGuard PACS System LENEL Model# PVCP-D/S-14-00 | pivCLASS Registration Engine Software LENEL Model# R31210349-1 | USB Contact Smart Card Reader | includes 1 year factory and on-site labor warranty LENEL Model# SMA-MSO-1300-V3 | USB Fingerprint Reader | includes 1 year factory and on-site labor warranty Physical Access Control:

Quantity 24 HID PIV Class Contactless Readers Quantity 3 Life Safety Unified Power System Quantity 1 Life Safety Unified Power System Quantity 4 Lenel Advanced Dual Reader Controllers Quantity 10 Lenel Dual Reader Interface Module

Closed Caption Television (CCTV) CCTV: Avigilon System (Interfaces with Lenel OnGuard PACS) Quantity 2 Avigilon VMA-AS3-24P18-NA 24 Port 18TB Video Appliances Quantity 1 Avigilon Remote Monitoring Workstation Quantity 2 Video Monitor 24” Quantity 1 Avigilon 4x3MP Multisensor In-Ceiling Dome Camera 360, FOV, IR Quantity 2 Avigilon 3x8MP Multisensor Pendant Wall Mount Dome Camera 270, FOV, IR Quantity 4 Avigilon 3x8MP Multisensor Pendant Wall Mount Dome Camera 180 FOV, IR Quantity 3 Avigilon 6MP Fisheye Camera with IR (H5A) Quantity 1 Avigilon 3x8MP Multisensor Surface Mount Dome Camera 180, FOV, IR Quantity 1 Avigilon 4 MP In Ceiling Dome Camera with IR Quantity 1 CAT6 Patch Panel Quantity 8 Avigilon Midspan PoE Injectors Quantity 8 Surge Suppressors Quantity 2 Cisco 28 Port Ethernet Switch

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Quarterly PACS and CCTV Preventative Maintenance per Statement of Work Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 561621 - Security Systems Services (except Locksmiths) PRODUCT/SERVICE CODE: J063 - Maintenance, Repair, and Rebuilding of Equipment - Alarm, Signal, and Security Detection Systems

Quarterly PACS and CCTV Preventative Maintenance per Statement of Work Contract Period: Option 1 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J063 - Maintenance, Repair, and Rebuilding of Equipment - Alarm, Signal, and Security Detection Systems

Quarterly PACS and CCTV Preventative Maintenance per Statement of Work Contract Period: Option 2 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J063 - Maintenance, Repair, and Rebuilding of Equipment - Alarm, Signal, and Security Detection Systems

Quarterly PACS and CCTV Preventative Maintenance per Statement of Work Contract Period: Option 3 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J063 - Maintenance, Repair, and Rebuilding of Equipment - Alarm, Signal, and Security Detection Systems

Quarterly PACS and CCTV Preventative Maintenance per Statement of Work Contract Period: Option 4 POP Begin:

POP End:

PRODUCT/SERVICE CODE: J063 - Maintenance, Repair, and Rebuilding of Equipment - Alarm, Signal, and Security Detection Systems

B.4 DELIVERY SCHEDULE

Huntington Regional Office 640 Fourth Ave.

Huntington, WV 25701

USA

304-399-9304 Christopher.Lowe3@va.gov

B.5 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 TBD.

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.

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.

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

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

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

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

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

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

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[X] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[X] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[] 852.233–70, Protest Content/Alternative Dispute Resolution.

[] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.5 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in…