36C24221Q0471.docx

36C24221Q0471

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.

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 ATTA

CHED

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. SIGNAT

URE 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

632-21-1-6048-0018 36C24221Q0471 02-05-2021 Safa Shleiwet 718-741-4766 02-16-2021 17:00

EST

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 811219 $22 Million N/A X Northport VA Medical Center 79 Middleville Rd Northport NY 11768 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 Arjo Patient Lift Preventative Maintenance Service at Northport Veteran Affairs Medical Center (VAMC).

Period of performance: 12 months base year plus 4-12 months options.

Solicitation Questions Deadline:

All questions must be submitted in writing via email to safa.shleiwet@va.gov by 5:00 PM EST February 10, 2021 Answers will be posted by Solicitation Amendment on Contract Opportunities.

See CONTINUATION Page X X x Safa Shleiwet 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 Safa 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:

STATEMENT OF WORK(SOW)

1. Statement of Work. Preventative Maintenance Service Patient Lifts Northport Veterans Affairs Medical Center, Northport, New York.

2. BACKGROUND 1.1 The 138 Arjo Patient Lift units at the Northport Veteran Affairs Medical Center (VAMC) shall be maintained with ultimate care by trained and certified personnel at all times. The proposed contract for this requirement will serve as a maintenance contract for support and services to cover preventative maintenance service and load testing.

3. PURPOSE 2.1 The purpose of this requirement is to initiate a new service contract for ninety-nine (99) Arjo MaxiSky 600 patient lifts, two (2) MaxiSky 1000 patient lifts, and thrity-seven (37) MaxiSky 2 patient lifts that are currently being used in the facility. The proposed service contract would cover maintenance and support for the following period: Base period of twelve (12) months plus four option periods.

4. SCOPE 3.1 The vendor shall provide all labor, materials, hardware, maintenance, and support necessary to perform preventative maintenance and visual inspections with load testing as outlined below. Required Services for the system include (but are not limited to) the following tasks/items (listed below).

3.2 The systems covered are included in the inventory list of the Northport VAMC.

3.3 All materials and services provided shall be in accordance with the OEM specifications and guidelines. During schedule service intervals, all parts including batteries and accessories shall be replaced at no additional cost to the Government.

The Scope of Work includes the following items:

3.3.1 Visual Inspection Annual Ceiling Lift and Track products: The lifting strap shows no sign of fraying or breaking along its entire length. The stitching on the lifting strap where it connects to the carry bar shows no signs of fraying or breaking. The airline tube that connects the hand control to the lift is not kinked, twisted, knotted, cut or damaged. All the functions on the hand control work correctly. The brackets that hold the track in place are secure and do not move or appear loose. There are no cuts, dents or sharp edges on the carry bar. Ensure the lift makes no unusual sounds during operation. Ensure that there are end stops and pins installed at each end of the track. Ensure the lift moves freely along the entire length of the track. Certify and record of lift inspection to be provided.

3.3.2 Preventative Maintenance Annual Ceiling Lift and Track Products: Inspect complete lift operation. Inspect all power connections and record all power voltages. Check and load test batteries. Lubricate moving parts as needed. Clean all rails and trolleys. Verify operation of lifting strap limit switches. Record then reset the PM lifts counter. Certify and record of lift inspection to be provided. Load Testing to manufacturer’s recommendation Ceiling Lift and Track Products: Tracks will be load tested to the manufacturer’s recommendation; each track attachment will be point load tested; the deflection of the track will be measured and determined if meets manufacturer’s standards. Lifts will be load tested per manufacturer specifications. Inspect above ceiling structure. Certify and record of lift inspection to be provided. Visual Inspection (1x Annual) Floor Based Products: The sling (s) that will be used shows no signs of unusual wear and tear. The straps of the sling that connect to the carry bar of the lift show no signs of fraying or breaking. Refer to specific sling instructions. The airline tube that connects the hand control to the lift is not kinked, twisted, knotted, cut or damaged. All the functions on the hand control work correctly (e.g. UP/DOWN/LEFT/RIGHT, etc.) There are no cuts, dents or sharp edges on the carry bar that may damage the straps of the sling. Ensure the lift makes no unusual sounds when the carry bar is moved UP/DOWN Inspection and cleaning of the casters and brakes of floor based products Inspection of the structural integrity of the mast, lift arm and base Inspection of the actuator for structural integrity, wear and looseness at lift arm. Certify and record of lift inspection for inspector records. Preventative Maintenance (1x Annual) Floor Based Products. Inspect complete lift operation Check and load test Batteries Lubricate moving parts as needed. Load test to maximum load of lift per manufacturer s specifications. Certify and provide record of lift inspection for inspector records. Coverage on Batteries. All batteries are replaced annually. Allows optimal lift operation. Coverage on Straps Lifting straps are inspected for signs of fraying or breaking during base coverage services. Lifting straps that fail inspection are replaced at no additional charge. Replacements are made onsite, no factory returns required. Replaced at time of preventative maintenance, no additional down time. Coverage on Hand Controls Hand control functionality is checked during base coverage services. Hand controls that fail functionality testing are replaced at no additional charge. Replacements are made onsite, no factory returns required. Replaced at time of preventative maintenance, no additional downtime. Coverage on All Replacement Parts. All replacement parts are covered for the contract period. Onsite replacements during time of preventative maintenance, no additional downtime. Shipping not included. Annual Preventative Maintenance shall be initiated no later than 60 calendar days after award. Preventative maintenance shall be completed on all lifts within 30 calendar days of PM start. The contractor shall submit a schedule for the completion of maintenance for each lift for approval prior to implementation.

3.4 Requests for services shall be made via telephone or email by authorized VA Engineering Services, the Contracting Officer, or other authorized VA designee only.

3.5 All work shall be approved prior to commencement.

3.6 Work shall not be considered complete until accepted by an authorized VA designee. Contractor shall only be paid for work that has been completed during the performance period of the contract. Contractor cannot be paid (and should not invoice for work/services that have not been scheduled or completed).

3.7 All work shall be coordinated through an authorized VA designee. Access to VA space must be coordinated and approved by VA Engineering Services personnel (or designee) prior to the beginning any work that is to be performed.

3.8 Vendor shall complete the Corrective and Preventive Maintenance Checklist for Ceiling Mounted Patient Lifts (attachment) for each and/or PM completed on each patient lift at Northport VAMC. This documentation shall be provided to Engineering Services staff and COR upon completion.

DELIVERABLES 4.0. Contractor shall furnish all parts, maintenance kits, consumable and expendable items, and supplies necessary to perform scheduled maintenance on the equipment. All materials and services provided shall be according to the OEM specifications and guidelines. During scheduled service intervals, all parts including new batteries and accessories shall be replaced at no additional cost.

4.2 DELIVERABLE #1: PARTS: Only new, standard parts shall be furnished by the contractor. All parts shall meet current manufacturer standards and have versatility with presently installed equipment. All replacement parts become the property of the Government once installed by the contractor. Replacement parts are to be disposed of by the Contractor after obtaining approval from the Contracting Officer s Representative. Replaced parts are to be disposed by the Contractor after obtaining approval from the Contracting Officer's Representative (COR).

4.3 DELIVERABLE #2: SCHEDULED SERVICES: Contractor shall perform the Original Equipment Manufacturer (OEM)'s Scheduled Periodic Manufacturer's Certification, electrical safety checks, and software updates on the equipment. Scheduled travel is included as part of the service contract. The contractor shall account for all travel expenses associated with the completion of the requested tasks. Anticipated travel costs associated with the execution of the service plan(s) on the equipment shall be included in the total cost of the service plan(s). The Contractor technical service representative shall contact Engineering Services Personnel and the COR at least three (3) weeks prior to the recommended scheduled maintenance date to plan/coordinate the required work that is to be performed. All services shall be performed during normal business hours unless an alternate work schedule has been approved by Engineering Services and/or the COR.

4.4 DELIVERABLE #3: MANDATORY SAFETY CORRECTIONS: Safety corrections on the equipment as required by OEM or FDA regulations is covered within the scope of this requirement.

4.5 DELIVERABLE #4 REPORTS/DOCUMENTATION: Vendor shall retain and provide for the convenience and on behalf of the facility maintenance and service records. A legible, signed service report shall be provided directly to Engineering Services following completion of each service call/visit and shall include equipment identification (i.e. serial number), date and time of service call, list of parts replaced, results of inspections and/or calibrations, and a description of the work accomplished. Service reports shall be provided within five days after completion of the work performed. All service reports shall be emailed within five days of completion of the maintenance work to Engineering Services and the COR. During the service, the contractor shall report any changes in delivery requirements/problems to the COR (Contracting Officer Representative). Work shall be in accordance with the Installation or Relocation Checklist for Ceiling Mounted Patient Lifts (attachment), and the document shall be filled out when applicable. This documentation shall be provided to Engineering Services staff and COR upon completion. Vendor shall complete the Corrective and Preventive Maintenance Checklist for Ceiling Mounted Patient Lifts (attachment) for each CM and/or PM completed on each patient lift at Northport VAMC. This documentation shall be provided to Engineering staff and COR upon completion.

4.6 DELIVERABLE #5: PERSONNEL: Contractor shall provide all necessary personnel to maintain the system. Labor required for scheduled services are included as part of the cost of the service plan/contract for this requirement. Contractor employees (who will be performing work and executing tasks/deliverables) on the equipment shall be factory trained, qualified, certified, and licensed on the specific maintenance services that are required/needed. Work/tasks shall not be performed by individuals lacking the credentials/qualifications/certifications listed herein. The Contractor shall provide written assurance of the competency for their personnel and a list of credentials of approved Field Service Engineers for each system before these individuals begin work or perform services on the equipment/system. All technical service representatives provided by the contractor shall comply with VA security management program directives and shall obtain the appropriate clearances from the VA police, possess the appropriate identification (job title, position/employer), and only be allowed in areas where access has been granted/authorized. All key personnel shall be certified by the manufacturer to be able to perform maintenance, upgrades, or any other service covered under this contract.

1. PERSONNEL QUALIFICATIONS. Before allowing employees to start work under the terms of this contract, the Contractor shall ensure that employees have the required qualifications and, if applicable, have the required current and valid professional certifications and licenses in compliance with federal, state, and local environmental requirements or laws. Personnel operating motor vehicles will have a valid state driver’s license and abide by all Northport VAMC traffic laws, i.e. hands-free cell phone use while driving, and parking requirements. When requested, the Contractor will provide the CO and on-site COR with information on the qualifications or certifications for employees and sub-Contractors. Licensed journeyman tradespersons shall be licensed for their respective trades in accordance with city, county, state or federal requirements. Contactor will ensure all certificates, licenses, permits and bonds are kept current and valid. All licenses and certifications will be submitted to the on-site COR. Associated training, licensing and certifications’ expenses shall be borne by the Contractor.

2. FREQUENCY SCHEDULES. The following frequency intervals apply to the below inspection schedules:

I. Initially

II. Before every use

III. Every two months or 500 cycles

IV. Every four months or 1,000 cycles

V. Every year or 2,500 cycles

VI. Every two years or 5,000 cycles

Corrective and Preventive Maintenance Checklist for Ceiling Mounted Patient Lifts Inspection for lift cassette

FREQUENCY

Replace strap

X

Inspect frame parts interlock and hardware formal function and make sure there are no parts missing

X

Inspect gears for wear and lubricate as necessary

X

Inspect connecting joints for proper attachment (trolley and spreader bar)

X

Verify that the emergency brake on the drum is turning freely

X

Verify the emergency brake

X

Verify emergency lowering system is functioning

X

Verify alternative up and down buttons on cassette

X

Load test with the SWL (safe working load) recommended

X

FREQUENCY

Inspection for rails

X

Ensure that the bracket locking device is not visible

X

X

X

Ensure the adjusted load setting of the lift is equal or lower than the safe working load of the installation X

X

Check that the accessories (turntable acid exchanger) are complete aid correctly maintained X

X

Ensure that the attachments (ceiling brackets, wall post, wall brackets) have not been displaced X

X

Inspect track end stoppers. Inspect and tighten hardware (if necessary)

X

Load test with the SWL (safe working load) recommended

X

Equipment List:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Arjo Patient Lift Preventative Maintenance Service.

Contract Period: Base POP Begin: 03-01-2021 POP End: 02-28-2022

Arjo Patient Lift Preventative Maintenance Service.

Contract Period: Option 1 POP Begin: 03-01-2022 POP End: 02-28-2023

Arjo Patient Lift Preventative Maintenance Service.

Contract Period: Option 2 POP Begin: 03-01-2023 POP End: 02-29-2024

Arjo Patient Lift Preventative Maintenance Service.

Contract Period: Option 3 POP Begin: 03-01-2024 POP End: 02-28-2025

Arjo Patient Lift Preventative Maintenance Service.

Contract Period: Option 4 POP Begin: 03-01-2025 POP End: 02-28-2026

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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 52.219-14 LIMITATIONS ON SUBCONTRACTING (MAR 2020)

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

(b) Applicability. This clause applies only to—

(1) Contracts that have been set aside for small business concerns or 8(a) participants;

(2) Part or parts of a multiple-award contract that have been set aside for small business concerns or 8(a) participants;

(3) Orders set aside for small business concerns or 8(a) participants under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F);

(4) Orders issued directly to small business concerns or 8(a) participants under multiple-award contracts as described in 19.504(c)(1)(ii).

(c) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of the contract in the case of a contract for—

(1) Services (except construction).