36C24220Q0325-005.docx

36C24220Q0325

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

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.

DUNS:

DUNS+4:

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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

630-20-1-6306-0002 36C24220Q0325 02-28-2020 Cunningham, Charnell 908-647-0180 x4467 03-13-2020 10:00am 36C242 Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904 x x 561210 $41.5 Million N/A X Department of Veterans Affairs New York Harbor Healthcare System 423 East 23rd Street New York NY 10010 36C242 Department of Veterans Affairs James J. Peters VA Medical Center Network Contracting Office 2 130 West Kingsbridge Road Bronx NY 10468-3904

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

See CONTINUATION Page Securtity Gates and Wedge Barrier Preventive Maintenance at the New York Harbor Healthcare System, Manhattan campus

THIS IS A VETERAN OWNED SMALL BUSINESS (VOSB) SET ASIDE.

Please review Statement of Work on page 5 and complete Price Cost Schedule on page 9.

Interested parties should pay close attention to FAR 52.212-2 Evaluation-Commercial Items.

Please note that the last day to submit questions is March 6, 2020 at 4:00pm EST.

NOTE: This Solicitation/RFQ replace previous Solicitation/ RFQ No.: 36C24220Q0058 that was canceled on December 13, 2019. All previous questions has been attached for awareness.

See CONTINUATION Page

630-3600162-6306-856100-2580 SPY0CP8A1

X X Charnell Cunningham Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C242 Charnell Cunningham Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904

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.

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

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

B.2 STATEMENT OF WORK

DEPARTMENT OF VETERANS AFFAIRS

NEW YORK HARBOR HEALTH CARE SYSTEM

MANHATTAN CAMPUS

SECURITY BARRIERS

The contractor shall provide quarterly preventative maintenance service for the Security Gates, Wedge Barriers and all associated equipment located at the Manhattan VA Medical Center 423 East 23rd St, New York NY 10010. Contractor shall provide all labor, materials, and equipment necessary to service the security barriers and gates including all equipment and associated piping and connections. Services shall comply with the original end manufacturer’s manuals and warranty requirements.

Period of Services:

Base Year Plus Four Options. Service contract will run for one (1) full year with four (4) year options for renewal at the discretion of the Government.

Contract Type:

Firm-Fixed Price

Services to be provided include:

1. Four service visits per year at customer’s discretion, at agreed dates and times. (1) One visit will be the annual preventative maintenance and (3) three will be quarterly preventative maintenance.

Equipment to be serviced:

1. Entrance A

a. (2) Metal Vehicular Swing Gates with (2) Door King Series 6550-080 operators with an ASSA ABLOY M62FG-SASM electromagnetic lock

b. 1 Loop for Gate Safety

c. EMX Inc. Model IRB-4X photoelectric sensor

d. EPU and Controls

e. Ornamental Pedestrian Gate with door closer Locinox

2. Entrance B

a. (2) Metal Vehicular Swing Gates with HY-Security Swing Riser 19 operators– Twin Power Unit Model: HRG222-B ST

b. High-Security Vehicle Barricade of recessed mounted Wedge type (3600 Series Wedge Barrier)

c. 3 Loops. (1) Gate Safety Loops and (2) Barrier Safety Loops.

d. EMX Inc. Model IRB-4X photoelectric sensor

e. Barrier Indicator Light and Signal Guys 290LFMT4 Light and Horn Set

f. EPU and Controls

g. Ornamental Pedestrian Gate with door closer Locinox

3. Entrance C

a. (2) Metal Vehicular Swing Gates with HY-Security Swing Riser 19 operators – Twin Power Unit

b. High-Security Vehicle Barricade of recessed mounted Wedge type (3600 Series Wedge Barrier)

c. 3 Loops. (1) Gate Safety Loops and (2) Barrier Safety Loops.

d. EMX Inc. Model IRB-4X photoelectric sensor

e. Barrier Indicator Light and Signal Guys 290LFMT4 Light and Horn Set

f. EPU and Controls

g. Ornamental Pedestrian Gate with door closer Locinox

4. Entrance D

a. (2) Metal Vehicular Swing Gates with HY-Security Swing Riser 19 operators – Twin Power Unit

b. High-Security Vehicle Barricade of recessed mounted Wedge type (3600 Series Wedge Barrier)

c. 3 Loops. (1) Gate Safety Loops and (2) Barrier Safety Loops.

d. EMX Inc. Model IRB-4X photoelectric sensor

e. Barrier Indicator Light and Signal Guys 290LFMT4 Light and Horn Set

f. EPU and Controls

g. Ornamental Pedestrian Gate with door closer Locinox

5. Entrance E

a. 1 Cantilever Crash Rated Sliding Gate with Hy-Security Slide Driver 40 operator Model 222 E ST

b. 1 Loop for Gate Safety.

c. EPU and Controls

d. Ornamental Pedestrian Gate with door closer Locinox Vendor shall provide:

1. Vendor shall provide a detailed service report within two (2) weeks after work is completed. Provide (4) copies of reports detailing all work performed at the NY Harbor Health Care System, Manhattan Campus to the Contracting Officer’s Representative (COR). The facility COR will submit the service report to the OEM (as specified in OEM manual).

2. Repair/replacements must be performed per OEM policies and procedures.

3. Warranty for parts provided by the vendor under the maintenance contract is one (1) year from the date of installation by vendor. Service is warranted for one (1) year from performance of service.

4. Vendor will be liable for direct damages to a facility or property due caused by or related to the services provided hereunder, provided that such damages are the result of the negligence or willful misconduct of the vendor and are not the result of the negligence or willful misconduct of VA Personnel.

Warranty Requirements:

1. Guardiar/SecureUSA manufactured and supplied components

a. The Guardiar/SecureUSA, Inc. warranty excludes remedy for damage or defect caused by abuse, modifications not executed by an authorized installer, improper or insufficient maintenance (records must be kept), improper operation/installation and vehicular impact with product.

i. Contractor shall report evidence of any suspected abuse or suspected vehicular strikes to the facility COR immediately upon discovery.

ii. Only authorized installers may modify the equipment.

iii. Contractor’s detailed service reports must be clearly written and document all work which was performed.

b. If requested by Guardiar/SecureUSA, defective parts must be shipped back for evaluation at the manufacturer’s facility.

i. Upon Contractor’s discovery of a potentially defective part, Contractor shall notify the facility COR of the nature of the defect.

ii. Contractor shall contact the manufacturer regarding the defective part(s) and shall ship the part(s) to the manufacturer’s facility, if necessary (at the cost of the manufacturer).

c. Repair/replacements must be conducted upon direction of Guardiar/SecureUSA support personnel if site personnel needs clarification or direction.

i. Contractor shall arrange any repair/replacement work to be performed per Guardiar/SecureUSA policies and procedures with direction from SecureUSA support personnel, if necessary.

2. HySecurity Components

a. Any modifications made to products will void the warranty unless the modifications are approved in writing by HySecurity, in advance of the change.

3. DoorKing Components

a. Warranty covers bench repairs only, and any repairs must be made at the factory or place designated in writing by DoorKing.

Noncontract Charges

The Contractor shall not perform any service that will result in additional charges without prior approval from the Contracting Officer. If repairs are required and requested during the preventative maintenance visit or for emergency, the vendor must notify the facility COR and the Contracting Officer. The vendor shall submit a detailed invoice when requesting payment for repairs, travel and materials provided outside the service contract.

Service Quality The Contractor personnel performing under this contract will be fully qualified and competent for the services to be performed. All services provided in this contract must meet the safety requirements and technical specifications implied or referenced within the contract, Federal Regulations, VA Regulations, The Joint Commission, and Life Safety Code.

Service Manuals The VAMC shall not provide service manuals or service diagnostic software to the contractor. The contractor shall obtain, have on file, and make available to its Service Technicians all operational and technical documentation, (such as; operational and service manuals, schematics, and parts list), which are necessary to meet the performance requirements of this contract. The location and listing of the service data manuals, by name, and/or the manuals themselves shall be provided to the CO upon request.

Hours of coverage:

1. Will be from 8:00 am through 4:00 pm Monday through Friday, excluding Federal Holidays; all work done outside the normal coverage time should be first approved through the Manhattan VA Medical Center Chief Engineer at Manhattan VA. Preventive maintenance should be negotiated, during normal hours, at least two weeks in advance with the Engineering Department. Preventive maintenance will be done at the manufacturer’s recommended frequency or greater.

2. The Contractor shall be responsible for all routine maintenance and testing to ensure acceptable performance of the security gates, wedge barriers, and all equipment rated to a fully functional system. The Contractor is responsible for all scheduled maintenance in accordance with manufacturers’ schedule for maintenance. All replacement parts for normal wear and tear items shall be covered by this contract and provided and installed at no additional charge to the VA. Contractor shall provide response time within 24 hours.

3. The contractor must have trained personnel within a 90-mile radius of Manhattan VA Medical Center, New York, with an adequate spare parts inventory in some area office and proof of manufacturer’s or equivalent maintenance training of field service personnel. Each visit will result in the production of a written report, by the contractor’s representative, in a format negotiated between the VA-COR and the contractor. The contractor will always contact the Contracting Officer Representative (COR) Pamela Lee, at 212-686-7500 Ext. 3251 before and after arrival at the site.

Site Specific Personnel Security Requirements The Contractor shall not have access to the Department of Veterans Affairs’ computer systems. The certification and accreditation (C&A) requirements do not apply and a Security Accreditation Package is not required. No special security clearance is necessary for this requirement and the Contractor will not have access to any patient Protected Health Information.

The Contractor will need to acquire an identification badge for each worker and ensure the badge is worn in a visible location on the worker at all times while on the VA premises. It is the responsibility of the contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police. The VA will not invalidate or reimburse for parking violations of the contractor under any conditions. Smoking is prohibited on VA property. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in a citation answerable in the United States District Court.

Quality Assurance Surveillance Plan (QASP) All components that are replaced shall be documented with photos before and after replacement to be submitted to the COR as part of the service report.

Contractor shall test all pedestrian and vehicular gates and wedge barriers are fully functional in both the automatic and manual mode per the installed sequence of operation in the presence of Engineering and Police services at the end of each service visit.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Entrance A Preventative Maintenance Annual Visit Base Year:

Tentative period of performance: April 1, 2020 - March 31, 2021

Entrance A Preventative Maintenance Quarterly Visit (3 visits)

Entrance B Preventative Maintenance Annual Visit

Entrance B Preventative Maintenance Quarterly Visit (3 visits)

Entrance C Preventative Maintenance Annual Visit

Entrance C Preventative Maintenance Quarterly Visit (3 visits)

Entrance D Preventative Maintenance Annual Visit

Entrance D Preventative Maintenance Quarterly Visit (3 visits)

Entrance E Preventative Maintenance Annual Visit

Entrance E Preventative Maintenance Quarterly Visit (3 visits)

Entrance A Preventative Maintenance Annual Visit Option Year One:

Tentative period of performance: April 1, 2021 - March 31, 2022

Entrance A Preventative Maintenance Quarterly Visit (3 visits)

Entrance B Preventative Maintenance Annual Visit

Entrance B Preventative Maintenance Quarterly Visit (3 visits)

Entrance C Preventative Maintenance Annual Visit

Entrance C Preventative Maintenance Quarterly Visit (3 visits)

Entrance D Preventative Maintenance Annual Visit

Entrance D Preventative Maintenance Quarterly Visit (3 visits)

Entrance E Preventative Maintenance Annual Visit

Entrance E Preventative Maintenance Quarterly Visit (3 visits)

Entrance A Preventative Maintenance Annual Visit Option Year Two:

Tentative period of performance: April 1, 2022 - March 31, 2023

Entrance A Preventative Maintenance Quarterly Visit (3 visits)

Entrance B Preventative Maintenance Annual Visit

Entrance B Preventative Maintenance Quarterly Visit (3 visits)

Entrance C Preventative Maintenance Annual Visit

Entrance C Preventative Maintenance Quarterly Visit (3 visits)

Entrance D Preventative Maintenance Annual Visit

Entrance D Preventative Maintenance Quarterly Visit (3 visits)

Entrance E Preventative Maintenance Annual Visit

Entrance E Preventative Maintenance Quarterly Visit (3 visits)

Entrance A Preventative Maintenance Annual Visit Option Year Three:

Tentative period of performance: April 1, 2023 - March 31, 2024

Entrance A Preventative Maintenance Quarterly Visit (3 visits)

Entrance B Preventative Maintenance Annual Visit

Entrance B Preventative Maintenance Quarterly Visit (3 visits)

Entrance C Preventative Maintenance Annual Visit

Entrance C Preventative Maintenance Quarterly Visit (3 visits)

Entrance D Preventative Maintenance Annual Visit

Entrance D Preventative Maintenance Quarterly Visit (3 visits)

Entrance E Preventative Maintenance Annual Visit

Entrance E Preventative Maintenance Quarterly Visit (3 visits)

Entrance A Preventative Maintenance Annual Visit Option Year Four:

Tentative period of performance: April 1, 2024 - March 31, 2025

Entrance A Preventative Maintenance Quarterly Visit (3 visits)

Entrance B Preventative Maintenance Annual Visit

Entrance B Preventative Maintenance Quarterly Visit (3 visits)

Entrance C Preventative Maintenance Annual Visit

Entrance C Preventative Maintenance Quarterly Visit (3 visits)

Entrance D Preventative Maintenance Annual Visit

Entrance D Preventative Maintenance Quarterly Visit (3 visits)

Entrance E Preventative Maintenance Annual Visit

Entrance E Preventative Maintenance Quarterly Visit (3 visits)

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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 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 32.608-2 of the Federal Acquisition Regulation 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 ITEMS 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 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.4 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.6 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

(a) As used in this clause— "After-imposed Federal tax," means any new or increased Federal excise tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date. It does not include social security tax or other employment taxes.

"After-relieved Federal tax," means any amount of Federal excise tax or duty, except social security or other employment taxes, that would otherwise have been payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear, or for which the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date.

"All applicable Federal, State, and local taxes and duties," means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract.

"Contract date," means the date set for bid opening or, if this is a negotiated contract or a modification, the effective date of this contract or modification.

Local taxes includes taxes imposed by a possession or territory of the United States, Puerto Rico, or the Northern Mariana Islands, if the contract is performed wholly or partly in any of those areas.

(b)(1) The contract price includes all applicable Federal, State, and local taxes and duties, except as provided in subparagraph (b)(2)(i) of this clause.

(2) Taxes imposed under 26 U.S.C. 5000C may not be—

(i) Included in the contract price; nor

(ii) Reimbursed.

(c) The contract price shall be increased by the amount of any after-imposed Federal tax, provided the Contractor warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate increase was included in the contract price, as a contingency reserve or otherwise.

(d) The contract price shall be decreased by the amount of any after-relieved Federal tax.

(e) The contract price shall be decreased by the amount of any Federal excise tax or duty, except social security or other employment taxes, that the Contractor is required to pay or bear, or does not obtain a refund of, through the Contractor's fault, negligence, or failure to follow instructions of the Contracting Officer.

(f) No adjustment shall be made in the contract price under this clause unless the amount of the adjustment exceeds $250.

(g) The Contractor shall promptly notify the Contracting Officer of all matters relating to any Federal excise tax or duty that reasonably may be expected to result in either an increase or decrease in the contract price and shall take appropriate action as the Contracting Officer directs.

(h) The Government shall, without liability, furnish evidence appropriate to establish exemption from any Federal, State, or local tax when the Contractor requests such evidence and a reasonable basis exists to sustain the exemption.

(End of Clause)

C.7 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

(End of Clause) C.8 VAAR 852.219-11 VA NOTICE OF TOTAL VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (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 Veterans;

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

(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 CFR part 74 and is so listed in the Vendor Information Pages (VIP) database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran owned small business concern (SDVO SBC), is to be construed to also apply to a VA verified and VIP-listed VOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all VOSB set-asides and sole source contracts.

(2) “Veteran” is defined in 38 U.S.C. 101(2).

(b) General.

(1) Offers are solicited only from eligible veteran-owned small business concerns. Only VIP-listed veteran-owned small business concerns (VOSB) may submit offers in response to this solicitation. A VIP-listed service-disabled veteran owned small business concern will be considered a VIP-listed veteran-owned small business concern for this purpose and must also meet the criteria identified in paragraph (a)(1). Offers received from concerns that are not VIP-listed veteran owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed veteran-owned small business concern that meets the size standard for the applicable NAICS code.

(c) Representation. By submitting an offer, the prospective contractor represents that it is an eligible VOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70. Pursuant to 38 U.S.C. 8127(e), only VIP-listed VOSBs are considered eligible. Therefore, any reference in 13 CFR 121 and 125 to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB/VOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, 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…