36C24518Q0226-001.docx

36C24518Q0226

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 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

512-18-1641-0036 36C24518Q0226 05-21-2018 Bradley.Davis3@va.gov

304-263-0811 X4971 05-28-2018 2:00pm Department of Veterans Affairs

VAMC (512

VISN 5 Contract Satellite Office 10 N. Greene St.

Baltimore, MD 21201 X X 238220 $15 Million N/A X Department of Veterans Affairs

VAMC (512

VISN 5 Contract Satellite Office 10 N. Greene St.

Baltimore, MD 21201 Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg WV 25405

Department of Veterans Affairs Invoices will be electronically submitted to the Tungsten website at http://www.tungstennetwork.com/uk/en/

1-877-489-6135 See CONTINUATION Page The Balitmore VAMC is need of a vendor to provide annual Associated Air Balance Council (AABC) certified technicians, to completely test and balance the air exchange system and related components, as well as the required gudelines for air flow maintenance. Included total HVAC balancing adjustments to the areas being tested.

Period of Performance Base Year June 1, 2018 to May 31, 2019 Option 1 Year June 1, 2019 to May 31, 2020 Option 2 Year June 1, 2020 to May 31, 2021 Option 3 Year June 1, 2021 to May 31, 2022 Option 4 Year June 1, 2022 to May 31, 2023 Lowest Price Techincally Acceptable (LPTA) See page 27 and 28.

Submit all offers to Bradley.Davis3@va.gov

See CONTINUATION Page X X X Bradley Davis Contracting Officer 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 36C245 Bradley Davis Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg WV 25405

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.

Department of Veterans Affairs Invoices will be electronically submitted to the Tungsten website at http://www.tungstennetwork.com/uk/en/

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 06-01-2018 POP End: 05-31-2019

Contract Period: Option 1 POP Begin: 06-01-2019 POP End: 05-31-2020

Contract Period: Option 2 POP Begin: 06-01-2020 POP End: 05-31-2021

Contract Period: Option 3 POP Begin: 06-01-2021 POP End: 05-31-2022

Contract Period: Option 4 POP Begin: 06-01-2022 POP End: 05-31-2023

B.3 STATEMENT OF WORK

SCOPE OF WORK

The Contractor shall provide all personnel, management, material, parts, equipment, supplies, labor, area clean-up and transportation to perform testing and balancing of room air changes, pressure, and airflow at all associated Grilles and Diffusers. Testing will include the following areas: Operating Rooms (O.R.), Basement SPD area, Basement Research/BSL3 area, and the 3rd Floor ENDO clean/dirty utility areas. The testing and balancing of air changes will be recorded per hour, room pressures and air flow at each associated grilles and/or diffusers. The contractor shall maintain ongoing annual training to keep up with new technology.

The contractor must employ mechanics and technicians that are trained in the applicable codes, standards, and manufacturer requirements for air flow and air exchanges. The contractor must have at least 4 years’ experience satisfactorily performing such maintenance on comparable units, equipment, or systems. All work must be competed in a workmanlike manner and according to standard practices. The contract will continue for 12 consecutive months after awarded beginning on the date on the award.

Maintenance:

Vendor will provide Associate Air Balance Council (AABC) certified technicians, who must have at least four years’ experience, have 2 years field training experience to completely test and balance the air exchange system and related components, as well as the required guidelines for proper air flow maintenance. In addition, the vendor will provide total HVAC balancing adjustments to the areas being tested. This service includes a comprehensive report which provides the Owner with critical information to help them avoid costly and potentially shut downs. This is a Joint Commission requirement that must be done annually. The technicians will produce electronic reports in the field that are sent to the office for certification by a test and balance engineers which can be uploaded electronically to a link in the control box.

Testing and Balancing

· Room Air Changes

· Air Flow at all Grilles and Diffusers

· Air pressure

DEFINITIONS/ACRONYMS

A. Contract Discrepancy Report (CDR): A report that the Government shall complete and issue to the Contractor when service is unsatisfactory and not in compliance with the terms and conditions of the contract. The Contractor is required to complete and return this form to the COR whenever performance is unsatisfactory. The CDR requires the Contractor to explain, in writing, the cause of the unsatisfactory performance, how performance will be returned to acceptable standards, and how reoccurrence of the problem will be prevented in the future.

B. Contracting Officer (CO): The individual with the authority to enter into, administer, and/or terminate contracts. The CO is the exclusive Government official authorized to execute changes and deviations or variations in the contract.

C. Contracting Officer's Technical Representative (COTR): A Government representative, designated in writing by the Contracting Officer, to be responsible for quality assurance, inspection, surveillance, documentation and acceptance of the Contractor's performance. A copy of the letter of designation will be provided to the Contractor.

D. Preventive Maintenance (PM): Services which are periodic in nature and are required to maintain the equipment in such condition that it may be operated in accordance with its intended design and functional capacity with minimal incidence of malfunction or inoperative conditions. To clean, lubricate, calibrate, test and replace faulty or worn parts and/or parts which are likely to become faulty, fail or become worn, repair or adjust components, or assemblies of components as necessitated by wear, tear, damage, or failure of parts, returning the equipment and/or instrument to the operating condition defined in the manufacturer’s specifications.

E. Repair Cost Estimate: The Contractors estimated cost (for parts, labor and freight) to repair a system according to manufactures' specifications and requirements.

F. Time: When hours are given it shall mean clock hours exclusive of Saturdays, Sundays and Holidays unless otherwise specified (i.e., 1:00 P.M. Monday to 1:00 P.M. Tuesday equals 24 hours; 12:00 P.M. Friday to 12:00 P.M. Monday equals 24 hours). If days are indicated it shall mean calendar days including Saturdays, Sundays and Holidays.

G. Rework. Any work the Contractor is required to accomplish due to unsatisfactory performance or nonperformance in accordance with the stated quality and level of effort specified in the contract. Rework is performed at no additional cost to the Government.

H. ESR. Vendor Engineering Service Report. A documentation of services rendered for each incidence of work performance under the terms and conditions of the contract.

I. Acronyms. Commonly used acronyms are listed below

PREVENTIVE MAINTENNANCE REQUIREMENTS

A. The Contractor will contact the COTR to schedule a PM at least seven (7) calendar days prior to the proposed date. Schedule changes required by the Government after approval shall be made at no additional cost if notice is provided to the Contractor five (5) calendar days or more prior to the scheduled date of accomplishment.

B. All work will be performed as follow: 3rd Floor Endo Clean/Dirty Utility and Basement SPD area (7:00 a.m.-3:30 p.m.). Operating Room during off-hours (5:00p.m.-1:30 a.m.) This is to avoid disrupting daily medical center business activities.

C. Baltimore inspection work must be coordinated through the COTR who is:

Dudley Brown

10 N Greene Street Baltimore, Maryland Telephone: (410) 605-7000 extension 6040

CONTRACTOR PERSONNEL

A. Personnel Experience. All work shall be performed by competent mechanics, experienced and qualified to work on the specific makes and models of equipment listed in this contract. The Contractor shall submit to and for the approval of the Contracting Officer, certification and a list of credentials of the approved mechanics. Personnel shall have a minimum of three (3) years recent experience related to this work. The contractor must provide a list of three (3) reference contacts that have been provided service on similar or identical equipment. The contractor must provide authenticated factory training certificates or credentials (or acceptable substitute as approved by the COR) for any personnel who are working on any VA equipment. The VA specifically reserves the right to reject any of the contractor’s personnel and refuse them permission to work on VA equipment.

B. Conduct of Personnel. The Contractor shall ensure that his personnel present a professional appearance at all times and that their conduct shall not reflect discredit upon this facility or the Department of Veterans Affairs. The Contractor shall remove from the job site any employee for reasons of misconduct or security. The removal from the job site of such a person shall not relieve the Contractor of the requirement to provide sufficient personnel to perform adequate and timely service. All employees shall be legal residents of the United States and be able to understand, speak, read and write the English language.

C. Identification of Employees. : The Contractor shall within 10 calendar days before beginning performance of work provide the Contracting Officer a list of all employees who will perform under this contract. The list shall include the full name, and work assignment of each employee. The Contractor shall notify the Contracting Officer in writing of any addition, deletion or change in work assignment within 10 days of such change. Each of the Contractor's employees shall conspicuously display on their person a badge provided by the Contractor that shall include the full name of the employee, the name under which the Contractor is doing business and a badge serial number.

VI. HOURS OF OPERATION

A. Normal Duty Hours. The Contractor shall have employees available Monday through Friday, except legal public holidays at the times specified to perform routine work and inspections.

B. Federal Holidays. Federal Holidays observed by the VA are:

New Years Day; Martin Luther King Day; President’s Day; Memorial Day; Independence Day; Labor Day; Columbus Day; Veterans Day; Thanksgiving Day; and Christmas.

CONTRACTOR QUALITY CONTROL

The Contractor shall establish and maintain a Quality Control Program that ensures that all requirements of the contract are provided as specified.

INSPECTION AND ACCEPTANCE

A. Final inspection and acceptance by the Government shall be made at the site of each system. However, final inspection and acceptance do not preclude the Government's right to inspect completed work prior to shipment from the Contractor's shop nor does it waive any rights of the Government.

B. Unsatisfactory service will be reported in writing by the CO to the Contractor.

C. Telephone Answering Service: The Contractor shall maintain, at his own expense, a dedicated (tie-line) toll-free telephone answering service for the exclusive use in the performance of this contract. This answering service shall be monitored during normal work hours as identified in the specifications.

D. Radio Dispatch System: It is recommended but not mandatory that the Contractor utilizes a radio dispatch system for directing and dispatching personnel in response to maintenance service calls. In the event the use of radio dispatch is elected for use; it shall be the Contractors responsibility to obtain all permits, licenses, frequency allocations and antennas, all accessories necessary for send or receive operation at no additional cost to the Government. An expanded radio system could possibly be utilized in conjunction with or instead of the telephone answering service described in the paragraph above.

REMOVAL AND/OR DISPOSAL

A. Removing Government-Owned Material: All property removed remains the property of the U.S. Government and shall be returned by the Contractor to a place of storage as designated by the CO or COTR.

B. Salvage: Items received by the Contractor that are non-repairable because of condition, or declared unfit for economical rehabilitation by the Contractor, shall be returned to the Government. All salvage remaining in the Contractor's shop shall remain Government property and may be used for repair of any Government-owned equipment when released by the CO. The Contractor shall be required to maintain an accountable record of inventory upon completion of the maintenance contract.

C. Inventories shall not be disposed of by the Contractor without inspection and written approval of the CO. Salvaged parts used in the repair of any government owned equipment shall be treated by the Contractor as Government furnished material and reflected as same on Contractor's invoices when submitted for payment. All salvage in the possession of the Contractor, upon expiration of the contract, will be returned to the Government within thirty (30) days after such expiration.

FIRE PREVENTION AND PROTECTION

The Contractor shall fully acquaint himself and his personnel with the location of fire equipment before work take all prudent measures to minimize fire hazards that result from work, complies with all ordering agency fire and safety regulations.

ENERGY CONSERVATION

The Contractor is required to comply with all energy conservation regulations and instructions that are applicable to Government-owned facilities including but not limited to thermostat settings.

CLEANING UP

The Contractor shall clean up after work, leaving each area where work is performed, neat and clean. All containers, trash and debris for which he is responsible shall be removed.

HAZARDOUS CONDITIONS

During the course of performing work under this contract, should the Contractor find serious or hazardous conditions existing with or in any of the equipment the Contractor shall secure the equipment and immediately notify the COTR.

CLEANLINESS

The area immediately around the equipment provided for the Contractor’s use shall be kept in a clean and orderly condition. Trash and waste material shall not be permitted to accumulate, but shall be removed by the Contractor’s employees.

SERVICE MANUALS

The VA shall not provide service manuals or service diagnostic software to the contractor. The contractor shall obtain, have on file, and make available to its FSEs all operational and technical documentation, (such as: operational and service manuals, schematics, and parts lists), 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.

INSURANCE

A. Worker compensation and employer’s liability. Contractor and any subcontractor covered under this contract are required to comply with applicable Federal and State Worker’s Compensation and occupational disease statutes.

B. General Liability. Contractor and any subcontractor covered under this contract are required to have Bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

C. Property Damage Liability. Contractor and any subcontractor covered under this contract are to have Property Damage Liability insurance coverage of at least $500,000.

D. Contractor shall provide proof of liability insurance within five (5) days after contract award.

SMOKING POLICY

Smoking is prohibited inside all buildings except in designated areas.

BILLING AND PAYMENT

A. Each invoice shall contain the documentation required by this contract. The invoices shall be itemized to contain the equipment’s identifier. When parts are furnished by the Government, they shall be itemized on Contractor's invoice at no-cost and indicated as Government-furnished parts.

B. Contractor will forward invoices to the following address:

Vendor Electronic Invoice Submission Methods: Invoices will be electronically submitted to the Tungsten website at http://www.tungstennetwork.com/uk/en/ Tungsten direct vendor support number is 877-489-6135 for VA contracts. The VA-FSC pays all associated transaction fees for VA orders. During Implementation (technical set-up) Tungsten will confirm your Tax Payer ID Number with the VA-FSC. This process can take up to 5 business days to complete to ensure your invoice is automatically routed to your Certifying Official for approval and payment. In order to successfully submit an invoice to VA-FSC please review “How to Create an Invoice” within the how to guides. All invoices submitted through Tungsten to the VA-FSC should mirror your current submission of Invoice, with the following items required. Clarification of additional requirements should be confirmed with your Certifying Official (your CO or buyer). The VA-FSC requires specific information in compliance with the Prompt Pay Act and Business Requirements. For additional information, please contact:

Tungsten Support Phone: 1-877-489-6135 Website: http://www.tungsten-network.com/uk/en/ Department of Veterans Affairs Financial Service Center Phone: 1-877-353-9791 Email: vafscched@va.gov

C. Payment. Payment will be made 30 days in arrears upon receipt of properly prepared invoice. Invoice must contain the contract number and the appropriation number.

B.4 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-11 VA Notice of Total Veteran-Owned Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. 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 CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

36C24518Q0226

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 52.217-9 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 60; 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 5 years.

(End of Clause)

C.3 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond May 31, 2019. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond May 31, 2019, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.4 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.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

The bidder or offeror agrees that if a contract is awarded to him/her, as a result of this solicitation, he/she will not advertise the award of the contract in his/her commercial advertising in such a manner as to state or imply that the Department of Veterans Affairs endorses a product, project or commercial line of endeavor.

(End of Clause) C.6 VAAR 852.219-11 VA NOTICE OF TOTAL VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(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 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov): and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

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

(b) General.

(1) Offers are solicited only from verified veteran-owned small business concerns. All service-disabled veteran-owned small businesses are also determined to be veteran-owned small businesses if they meet the criteria identified in paragraph (a)(1) of this section. Offers received from concerns that are not veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified veteran-owned small business concern.

(c) Agreement. A veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a veteran-owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB and/or VOSB as appropriate.

(e) Any veteran-owned small business concern (non-manufacturer) must meet the requirements in 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2012)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001.

(2) Designated agency office has the meaning given in 5 CFR 1315.2(m).

(3) Electronic form means an automated system transmitting information electronically according to the Accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests.

(4) Invoice payment has the meaning given in FAR 32.001.

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).