36C24520Q0076-004.docx

36C24520Q0076 P G 1 of 72

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

36C24520Q0076 12-06-2019

CRYSTAL BROWN

410-642-2411 26912 12-11-2019

4PM

Department of Veterans Affairs

VAMC

Crystal Brown Building 101C Perry Point MD 21902 X X 811310 $8 Million N/A X Department of Veterans Affairs

VAMC(

512) Perry Point MD 21902 Department of Veterans Affairs

VAMC

Crystal Brown Building 101C Perry Point MD 21902

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 See CONTINUATION Page The vendor will provide maintenance, inspections and service calls for Battery Carts as stated in the Statement of Work.

The Period of Perfromance is:

Base: 12/16/2019 - 12/15/2020 Option Year 1: 12/16/2020 - 12/15/2021 Option Year 2: 12/16/2021 - 12/15/2022 Please email all qoutes to Crystal Brown:

crystal.brown5@va.gov Qoutes are due by 12/11/2019 @ 4 PM EST The award will be made by Lowest Price Technically Acceptable (LPTA) This is a Small Business Set Aside.

See CONTINUATION Page X X Crystal Brown Contract 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 Crystal Brown Department of Veterans Affairs

VAMC

Crystal Brown Building 101C Perry Point MD 21902

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.

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Battery Powered Equipment - Inspections and Preventative Maintenance

STATEMENT OF WORK

I. SCOPE OF WORK

The Contractor shall provide all personnel, management, material, equipment, supplies, labor and transportation to perform four (4) inspections per year and any related calls for service on ten (30) Battery Operated Devices as listed on “Attachment A” which are located at the VA Medical Center located at Perry Point, MD The preventative maintenance will include:

1. The entire equipment to be lubricated, and inspected quarterly (every 90 day)

2. Check entire equipment for lubricant, electrolyte or pneumatic leaks.

3. Check condition of batteries and report any action necessary for recharging or replacing.

4. Check specific gravity of all battery cells and report any deficiencies.

5. Load test each battery and report any deficiencies.

6. Add proper electrolyte to batteries as needed.

7. Inspect all battery terminals and electrical connections.

8. Clean/tighten all battery terminals and electrical connections as necessary.

9. Inspect and adjust brake system as necessary.

10. Inspect and adjust steering system as necessary.

11. Check all instruments for proper operation.

12. Check battery charging system for proper operation.

13. Operate unit to test all functions and effectiveness.

II. 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.

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

III. 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 between the hours of 7:00 a.m. and 4:30 p.m. on the prearranged dates.

C. The cost of all material, along with labor and transportation to install them will be included in the contract price.

D. The COTR will be informed immediately of any necessary repairs or modifications outside of the scope of work of this contract. Before any such work is performed, the Contractor will provide a quotation to the COTR within 7 days.

E. Perry Point Inspection and Repair work must be coordinated through the COTR who is:

Bldg. 18H Perry Point, Maryland 21902 Telephone: (410) 642-2411 extension 25145 IV. CALLS FOR SERVICE – Any service calls required in addition to the PM exams provided herein, that occur during normal business hours (7 a.m. to 4:30 p.m.), with the exception of those that occur due to damage or abuse will be included in the contract price. All other calls will be billable at current rates. Contractor will submit to the COTR a quotation for any work that extends beyond this agreement prior to its execution. All additional calls will be completed on a scheduled basis with approval from the COTR.

V. DOCUMENTATION

A. Only service requests made by the COTR or CO or designees are authorized. Payment shall be denied for costs resulting from service calls placed by any other person.

B. Field Service Engineers (FSE) shall log in and out of both VA Facilities and Engineering Service (VAFES). The service ticket must be signed by the COTR or designated representative upon completion of the work.

C. ESR Report. The Contractor shall submit to the COTR a written ESR report following each service call. This report shall consist of a list of all conditions or items found to be unsafe or otherwise unacceptable which are not within the scope of this contract. The report shall be submitted within two (2) days after the PM or service call visit. Negative reports are required. Specified equipment items will be clearly identified in the report:

1. The Contractor shall provide service certificates for each service calls signed by the authorized Government personnel upon completion of the call. One copy of completed service certificate shall be turned in to the COTR.

2. Work not covered by this contract shall not be performed without first obtaining permission of the CO or COTR. Invoices for non-contract work performed without prior approval will not be honored.

3. The COTR may, at his/her option, require a complete verification of proper operation with FSE present before any service ticket(s) is/are validated.

4. Payment will be withheld for incomplete work if proper documentation is not provided to the satisfaction of the CO or COTR to meet any applicable regulations.

5. Documentation will include detailed descriptions of the scheduled and unscheduled maintenance procedures performed, including replaced parts and prices required to maintain the equipment in accordance with the requirements of this contract.

NOTE: ANY ADDITIONAL CHARGES CLAIMED MUST BE APPROVED BY THE COTR AND/OR CO BEFORE SERVICE IS COMPLETED.

VII. Warranty of Parts:

A. Notwithstanding inspection and acceptance by the Government, Contractor shall warrant all parts new and rebuilt, which are installed, for a period of one (1) year from date of installation and service is warranted for a period of six (6) months, unless otherwise specified. Any parts becoming defective within the applicable warranty period shall be replaced at no cost to the Government. All warranties begin the day after the VA accepts work as complete and correct.

B. Should a warranty period for new or rebuilt assemblies or subassemblies offered by a manufacturer be longer than that stated above, it shall apply for such longer period.

C. Should warranty be required The CO shall give written notice of any such defect or non-conformance to the Contractor. The required corrections or rework by the Contractor shall be at no-cost to the Government, and any materials or services corrected or re-performed pursuant to this warranty shall be subject to all provisions of this clause to the same extent as work initially performed.

VIII. RESPONSE TIME

The contractor shall respond to all emergency service requests within response times listed below:

A. On-site visit by an FSE within forty eight (48) hours of initial request by the COTR. Service calls shall consist of correcting failures and repairs outside of those made during normal scheduled PM visits. The Contractor shall be on site within forty eight (48) hours of notification and remain on site until work is complete or the problem has been rendered to a safe and/or secure condition. This service shall be available Monday through Friday 8:00 a.m. to 4:30 p.m. excluding Federal Government Holidays.

B. All repairs and preventive maintenance are to be completed during normal working hours.

C. Equipment shall be returned to proper operating condition in accordance with manufacturer’s specifications within 96 hours of initial telephone request. After this period, the contractor may be charged any and all fees associated with providing alternate services.

D. Rework Calls. Service calls that have not been performed or have been performed in a manner, which does not conform to the requirements of this specification, shall be performed or re-performed as directed by the COTR. Rework shall be completed within two (2) working days of notification by the COTR.

E. Contractor Availability. The Contractor shall maintain a telephone at which he or his representative may be reached during the covered service times of day. The telephone shall be listed in the Contractor’s name. If the Contractor does not have a local telephone, he shall maintain a toll free emergency telephone (or accept collect calls from authorized Government personnel) at which he or his representative may be reached at during the covered service time of day. It is mandatory that the Contractor or his representative be available. He shall notify the Contracting Officer in writing of the mailing address and telephone number within three working days after award of this contract and immediately thereafter in the event of change.

IX. 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 COTR) 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. Contractor Personnel Security Requirements and Background Investigations: All Contractor and subcontractor employees are required to undergo background screenings to verify the accuracy of an individual’s identification credentials, and criminal history. These screenings may consist of fingerprint checks for criminal history records, validation of resume and/or educational references and checks of various databases for appropriate preliminary checks. The level and process of back ground security investigations must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program.

All Contractor/Subcontractor employees who require physical access to the Department of Veterans Affairs’ facilities and /or require access to a federally controlled information system shall be the subject of a background investigation. All costs associated with obtaining clearances for Contractor provided personnel will be the responsibility of the Contractor.

X. HOURS OF OPERATION

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

XI. 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.

XII. INSPECTION AND ACCEPTANCE

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.

XIII. 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.

XIV. 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.

XV. 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.

XVI. 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.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

The Contractor shall provide all personnel, management, material, equipment, supplies, labor, preventative maintenance and transportation to perform four (4) inspections per year and any related calls for service on ten (30) Battery Operated Devices which are located at the VA Medical Center located at Perry Point, MD.

Contract Period: Base POP Begin: 12-16-2019 POP End: 12-15-2020

The Contractor shall provide all personnel, management, material, equipment, supplies, labor, preventative maintenance and transportation to perform four (4) inspections per year and any related calls for service on ten (30) Battery Operated Devices which are located at the VA Medical Center located at Perry Point, MD.

Contract Period: Option 1 POP Begin: 12-16-2020 POP End: 12-15-2021

The Contractor shall provide all personnel, management, material, equipment, supplies, labor, preventative maintenance and transportation to perform four (4) inspections per year and any related calls for service on ten (30) Battery Operated Devices which are located at the VA Medical Center located at Perry Point, MD.

Contract Period: Option 2 POP Begin: 12-16-2021 POP End: 12-15-2022

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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 three (3) years.

(End of Clause) C.4 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran owned small business concern or SDVOSB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled 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 service-disabled Veterans or eligible surviving spouses (see VAAR 802.101, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(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.va.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 apply to a VA verified and VIP-listed SDVOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all SDVOSB and VOSB set-asides and sole source contracts.

(2) “Service-disabled Veteran” means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from eligible service-disabled veteran-owned small business concerns. Only VIP-listed service-disabled veteran-owned small business concerns (SDVOSBs) may submit offers in response to this solicitation. Offers received from concerns that are not VIP-listed service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed service-disabled 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 SDVOSB 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 SDVOSBs are considered eligible. Therefore, any reference in 13 CFR part 121 and 125 to a servicedisabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on 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 part 121.406 and 125.6, provided that for purposes of the limitations on subcontracting, only VIP-listed SDVOSBs shall be considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor). An independent contractor shall be considered a subcontractor. An otherwise eligible firm further agrees to the following:

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(2) Supplies or products.

(i) In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(ii) In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted.

(3) General construction. In the case of a contract for general construction, it will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(4) Special trade contractors. In the case of a contract for special trade contractors, it will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(5) Subcontracting. Any work that a VIP-listed SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, cost of materials is excluded and not considered to be subcontracted. For mixed contracts and additional limitations, refer to 13 CFR 125.6.

(e) Joint ventures. A joint venture may be considered an SDVOSB if the joint venture is listed in VIP and complies with the requirements in 13 CFR 125.18(b), provided that any reference therein to service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to mean a VIP-listed SDVOSB. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(f) Precedence. For any inconsistencies between the requirements of the SBA program for service-disabled veteran-owned small business concerns and the VA Veterans First Contracting Program, as defined in VAAR subpart 819.70 and this clause, the VA Veterans First Contracting Program requirements have precedence.

(End of Clause) C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer 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.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) 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 Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

(2) Designated…