36C24725Q0203.docx

36C24725Q0203

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE

DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a.

PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE

ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26.

TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

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

557-25-1-5151-0012 36C24725Q0203 12-05-2024 Don Grier 404-414-6921 12-13-2024 4:00pm

EST

508A

DEPARTMENT OF VETERANS AFFAIRS

VETERANS HEALTH ADMINISTRATION

Network Contracting Office (NCO) 7 2957 CLAIRMONT ROAD NE, Suite 1200 Atlanta GA 30329 X X 238220 $19 Million N/A N/A X

DEPARTMENT OF VETERANS AFFAIRS

VETERANS HEALTH ADMINISTRATION

Dublin VA Medical Center 1826 Veterans Blvd Dublin GA 31021 508A

DEPARTMENT OF VETERANS AFFAIRS

VETERANS HEALTH

ADMINISTRATION

Network Contracting Office (NCO) 7 2957 CLAIRMONT ROAD NE, Suite 1200 Atlanta GA 30329

508A Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-0071 See CONTINUATION Page The Contractor shall provide and install 3 new 500-ton York Magnetic Bearing Chiller (Model No: YMC2-51758AB) to replace the existing malfunctioning 500-ton chillers.

This is a Total Service-Disabled, Veteran-Owned, Small Business set-aside. All vendors must be registered in Vetbiz (https://www.vetbiz.va.gov/) in order to be considered for award.

See CONTINUATION Page 508-3650160-2533-825500-2543 010055543 X X Don Grier 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 36C247 Don Grier

DEPARTMENT OF VETERANS AFFAIRS

VETERANS HEALTH ADMINISTRATION

Network Contracting Office (NCO) 7 2957 CLAIRMONT ROAD NE, Suite 1200 Atlanta GA 30329

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.

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

B.2 STATEMENT OF WORK

Page 1 of Page 1 of Replacement of Chiller 2, Chiller 4, and Chiller 5

Statement of Work

Scope The contractor will provide all supervision, labor, equipment, and materials needed to provide and install 3 new 500-ton York Magnetic Bearing Chiller (Model No: YMC2-51758AB) as outlined withing the SOW and Price/Cost Schedule. Work will consist of the installation, calibration, assembly, demolition, and commissioning of three (3) new chillers serving the Chiller Plant at the Dublin VA Medical Center. All work must be in accordance with applicable local, state, and federal codes, rules, and regulations. All manufacturer’s specifications must be met and documented for work completed. Impact shall be minimized and mitigated in a way that limits disruption to the functioning of the Medical Center. Scheduling and coordination with the Dublin VAMC will be critical and must be approved by COR prior to work.

The work shall include:

1. Contractor shall provide a three new 500-ton York Magnetic Bearing Chillers (Model No: YMC2-51758AB) to replace the existing malfunctioning 500-ton chillers in Building 27 chiller room.

2. Before chillers are purchased by the contractor, the VA must approve a proposal from the manufacturer.

3. All three chillers must be calibrated and commissioned. The chillers must be programmed by a contractor or subcontractor familiar with Tridium/Niagara systems. If a subcontractor is used, the VA must approve the use of this contractor.

4. Exiting equipment (500-ton chillers) must be removed from the premises by the contractor.

5. Any modifications made to the building for the removal or entry of new equipment must be approved by the COR (written request). If a modification to the building is made, the contractor must return the building to its original state after work is complete.

6. Contractor must protect the existing building, equipment, etc. from any damage. Any damage to any part to be corrected immediately and to be inspected by the COR for compliance. If the concrete pads are damaged during installation, it is the responsibility of the contractor to bear the costs for repair.

7. A start-up checklist must be completed and provided to the COR once the work has been completed for the newly installed chiller.

8. The contractor is responsible for the chillers 10-year warranty. The contractor will be responsible for the factory-startup. Chillers without a 10-year warranty will not be accepted by the VA.

General Requirements Employees of the contractor and sub-contractors shall always conduct themselves in a professional manner while on medical center property. The contractor shall ensure all personnel working on this contract are aware of Medical Center rules pertaining to employee behavior and conduct.

Physical or verbal misconduct may be grounds for removing employees from Medical Center property, or grounds for arrest by the VA Police. Employees may be banned from Medical Center property as a result of inappropriate or illegal behavior. The contractor shall not be entitled to any compensation from the Government for any costs resulting from employee misconduct (including, but not limited to, delays in contract completion) and may be held liable for costs incurred by the Government as a result of employee misconduct.

Tobacco Use is 100% prohibited on all VA property.

The VA will not be responsible for storage of equipment, materials, or tools.

It is the contractor’s responsibility to properly assess the working conditions and include in the bid any specialty equipment, training, additional time, personnel, or safety equipment to perform the work safely and in compliance with all applicable local, State, and Federal regulations.

If any damage is made to the property, building, or chillers, the contractor is fully responsible for bearing the costs of repair. If other chillers are damaged in the installation process, the contractor shall bear all the costs of operating (rental fees, fuel, etc.) and setting up a portable chiller until the damaged chiller can be replaced or repaired.

SITE VISIT:

There will be a site visit scheduled at 12:30pm on November 22, 2024 with Mr. Kendall Gill, 478-272-1210 x72312.

Address:

1826 Veterans Blvd Engineering Building (Bldg. 29) conference room Dublin, GA 31021

Hours of Work Normal working hours are 0700 – 1700 Monday to Friday, except for federal holidays. Preparation can be done during these hours. To reduce patient impact, all work that requires a utility outage will need to take place during afterhours (1700 – 0500) or during weekends. All work started shall be completed and the work area(s) ready for full operations no later than 0500 the following day, unless otherwise coordinated with the COR. All schedules and work hours shall be requested, coordinated, and approved through the COR.

Federal Holidays

Contractor shall have an accepted schedule prior to start of work, but hospital operations shall take priority. Contractor may have to shift areas of work around to accommodate hospital operations.

TECHNICAL

1. The offeror must demonstrate technical competency and have credentials.

1. The offeror must be licensed.

1. The offeror shall submit company’s technical approach for completing all requirements of the Statement of Work Statement (SOW).

1. Provide certification that contractor has manufacturer’s updated maintenance software, manuals, and parts.

1. Provide certification that bidder/contractor is certified, trained, has licensing, access codes/passwords, and privileges to perform maintenance and repairs for different manufacturers of security systems at Dublin VA Medical Center.

1. The offeror shall have a minimum three (3) years demonstrated experience providing these services.

1. Technical Questions:

Offerors should submit all technical questions regarding this solicitation to the Contracting Officer in writing on or before December 11, 2024. No question will be accepted after December 11, 2024. Questions may be sent via e-mail to don.grier@va.gov. Please address your subject line as follows: 36C24725Q0203 Chiller Replacement. Telephonic (verbal) questions will not be addressed. All responses to questions, which may affect offers, will be incorporated into a written amendment to the Request for Quote

Past Performance.

· Identify all federal, state, and local government contracts as well as any private/commercial contracts of similar scope, size, complexity that are ongoing or have been completed within the last three (3) years.

· List the following information for each contract:

· Company Name and Address

· Description of Services Performed

· Name, telephone number and e-mail address of responsible individuals who have first- hand knowledge of performance relative to the same type of services

· Dates of Contract Performance

· Contract Type (e.g. fixed-price, cost reimbursable) and total contract value Failure to submit a complete RFQ may result in the RFQ being deemed technically unacceptable.

Infection Control Infection Control Requirements shall be followed in accordance with an Infection Control Risk Assessment (ICRA) Permit. It is expected that work inside the facility will require a Class IV permit.

Low/No Volatile Organic Compounds (VOC) materials are to be utilized.

Dust, dirt, and debris shall be contained. All debris shall be moved in covered carts. The work areas and entry/exit points shall always be kept clean and no dust or debris shall be allowed to leave the work area. Utilize dust minimization procedures and equipment to reduce the generation of dust. Whenever dust generating work is performed, construct a plastic barrier prior to start of work to contain dust or utilize the cube method. Utilize Tyvek suits, shoe covers, and other measures to reduce dust entering occupied areas. All ICRA barriers and/or plan of execution shall be in-place and approved by an Dublin VAMC VAMC Infection Control representative and COR prior to start of work.

Measurements may be taken without an Infection Control Permit.

Employee clothing and shoes shall be cleaned of all dirt and debris before entering the medical center, and before leaving the work site. Employees shall wear closed toed shoes, long pants, and shirts that always cover the shoulders and upper arms while in the medical center.

Security Badging must be secured prior to any contractor beginning work on the premises. The Contractor will determine the type of badge required for their contractor(s) based on the following criteria:

a) If contractor requires escorted access to Dublin VAMC for more than 15 days and less than 180 days, they will require a Flash Badge. The escort can be anyone with a Non-PIV or PIV badge.

b) If contractor requires unescorted access to Dublin VAMC for more than 15 days and less than 180 days, they will require a Non-Personal Identity Verification (PIV) Badge.

c) If contractor requires unescorted access to Dublin VAMC for more than 180 days, they will require a PIV Badge.

Prior to receiving sponsorship for a badge, all contractors must complete Contractor Safety Training through the Safety Service. Training occurs every other Wednesday in the Engineering Conference Room (G206). Procedures for acquiring the appropriate identification badge for a contractor are identified below.

1) Visitor Badges will be issued by the Personal Identity Verification (PIV) Manager, Engineering Service, to the contractor at the time of use. Visitor Badges are valid only on the day of issue, and a new Visitor Badge must be issued for any subsequent visit.

2) Flash, Non-PIV, and PIV Badges will be issued by Police Service to the contractor. These badges will be issued following sponsorship and credentialing procedures detailed below:

a. The COR will initiate the process for Flash, Non-PIV, and PIV Badges by submitting a request to the PIV Manager to complete Form OMB No. 2900-0673, Request for Personal Identity Verification Card, for the contractor requiring a badge.

b. For Flash and Non-PIV Badges, the COR will ensure that the contractor is appropriately sponsored by the PIV Manager, who will sponsor the contractor by certifying the completed Form OMB No. 2900-0673 (in Section 3), establishing the need for a credential to be issued to the contractor.

c. For PIV Badges, the COR will serve as the sponsor by certifying the completed Form OMB No. 2900-0673 (in Section 3), establishing the need for a credential to be issued to the contractor.

d. The PIV Manager will request the following information from the contractor for completion of the Form OMB No. 2900-0673: Legal name, Date of birth, SSN, Job title, name of firm/company, sex, race, height, weight, eye color, hair color, place of birth, certificate of completion for Dublin VAMC Contractor Safety Training (required to be completed annually) and Certificate of completion for the OSHA 10-hour Construction Safety Training or the OSHA 30-hour Construction Safety Training.

e. The PIV Manager will validate completed training and sponsor the contractor by submitting the completed form to the Police Service (PIV Office).

3) The COR will provide the contractor with instructions for completing their required background investigation, if applicable.

4) Once Police Service has received all required documentation, they will issue the appropriate badge to the contractor.

Safety Prior to commencing work, general contractor shall provide proof that an OSHA certified “competent person” (CP) (29 CFR 1926.20(b)(2) will supervise all work under this contract and maintain a continual presence at the work site whenever the general or subcontractors are present. In accordance with FAR 52.236-6, at all times during performance of this contract and until the work is completed and accepted, the Contractor shall directly superintend the work or assign and have on the worksite a competent superintendent who is satisfactory to the Contracting Officer and has authority to act for the Contractor. Assigned CP shall have completed the OSHA 30-hour construction safety training within the past 5 years and all other construction workers shall have at least a 10-hour OSHA course.

Whenever executing work within the proximity of live electrical equipment (including testing, voltage/current measurements, infrared scans, ultrasonic scans, and/or verifying a de-energized condition prior to performing work), the contractors shall provide and wear full and proper Personal Protective Equipment per the requirements of VHA Directive 1028, NFPA 70E. The contractor must also provide all lockout/tagout equipment required to secure electrical safe work conditions.

References Contractors shall have ready access to the latest versions of the following references:

VHA HVAC Design Manual

AHRI 550/590

York Operations and Maintenance Guide: Centrifugal Liquid Chillers with R-134A or R-513A Refreigerant NFPA 70B, Recommended Practice for Electrical Equipment Maintenance NFPA 70E, Standard for Electrical Safety in the Workplace OSHA Standard 29 CFR 1910

Parking/Laydown Area The contractor shall make arrangements for parking. At no time shall vehicles be parked on roadways, patient parking areas, the loading dock, etc. Coordinate use of the loading dock for loading/unloading material with the COR. Materials shall not be deposited on the loading dock for any length of time.

There is no guarantee for laydown of testing equipment. The Dublin VAMC shall not provide an extensive area for storage of testing equipment. Again, scheduling and coordination with the Dublin VAMC will be critical. Interim Life Safety Measure (ILSM) Permit may be required for staged testing equipment due to increased combustible loading. It is the responsibility of the contractor to ensure their testing equipment remain secure.

Utility Shutdowns The contractor must coordinate and request a shutdown with the VA prior to shutting down or interrupting any utility system. The contractor shall provide a minimum of 21 calendar days of notice for a utility shutdown. The contractor shall make every effort possible to reduce the amount and duration of impacts of utility shutdowns. Requests to shutdown utilities are dependent upon the Medical Center’s ability to maintain normal operations. Should a request be denied due to clinical needs, the COR shall inform the contractor of alternate dates and times that meet the Medical Center’s needs. Before initiating any work or portion thereof, a specific work plan, which is to include procedures to be used on and near the energized electrical equipment, barriers to be installed, safety equipment to be provided and exit paths identified shall be developed. This plan shall be review by Dublin VAMC staff and documented.

Recycling Requirement The Government requires all recyclable material be removed and recycled. The contractor is responsible for minimizing landfill waste. Removal of all recyclables and landfill waste is the responsibility of the contractor.

RECORDS MANAGEMENT AND CONTRACT SECURITY

A. Contractor shall comply with VA Handbook 6300.1 Records Management Procedures and VA Handbook 6500.6 Contract Security. Both can be found at: https://www.va.gov/vapubs/search_action.cfm?dType=2

**Note: This link is the complete list of VA Handbooks and are in sequential order.

**Instructions for accessing VA Handbooks at link listed above:

· • Click on link above and once it is opened, please scroll down on the left side until you get to VA Handbook 6300.1.

· • Once there, go to the PDF Format Column and click on PDF.

· • VA Handbook 6300.1 will then ask you to open or save the document.

B. Please follow the same instructions listed above for accessing VA Handbook 6500.6.

· All contractor employees working on this requirement are required to complete mandatory annual training entitled, “VA Privacy and Information Security Awareness” and “HIPPA Training” prior to providing service for each year of the contract with copies sent to the COR for each and available for audit as requested. The course numbers are VA10203 and VA 10176. You must select that you are a contractor. Contractor employees are to self-enroll into TMS via the link: https://www.tms.va.gov/learning/user/SelfRegistrationUserSelection.do

· A VA employee will escort the contractor when contractor is required to enter/work in sensitive areas.

IDENTIFICATION, SMOKING AND VA REGULATIONS

The Contractor's FSE shall wear visible identification always while on the premises of the Dublin VA Medical Center. Contractor shall contact the Contracting Officer’s Representative (COR) upon contract award, to receive instructions on how to obtain a VA Identification Badge during the performance of this contract. Dublin VA Medical Center is a smoke free campus which includes both tobacco and e-cigarettes; tickets can be issued by Police Services. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court. Photography or Video on medical center premises is strictly prohibited. Additionally, pursuant to 38 CFR 1.218(b) (23) Use of recording devices of any kind to record patients or employees is strictly prohibited.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor shall provide and install 3 new 500-ton York Magnetic Bearing Chiller (Model No: YMC2-51758AB) to replace the existing malfunctioning 500-ton chillers. Work will consist of the installation, calibration, assembly, demolition, and commissioning of three (3) new chillers serving the Chiller Plant at the Dublin VA Medical Center. All work must be in accordance with applicable local, state, and federal codes, rules, and regulations. All manufacturer’s specifications must be met and documented for work completed. Impact shall be minimized and mitigated in a way that limits disruption to the functioning of the Medical Center.

Contract Period: Base POP Begin: 01-01-2024 POP End: 06-30-2025

Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 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) C.2 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (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 802.201, 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 certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term ‘‘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).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified SDVOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified SDVOSB as defined in this clause, 13 CFR 121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multipleaward contracts, 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 part 125, including the non-manufacturer rule and limitations on subcontracting (LOS) requirements in 13 CFR 121.406(b) and 13 CFR 125.6. For the purpose of limitations on subcontracting, only certified SDVOSBs listed in the SBA certification database (including independent contractors) 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 otherwise eligible firm further agrees to comply with the required LOS certification requirements in this solicitation (see 852.219–75 or 852.219–76 as applicable). These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance to firms that are not certified SDVOSBs listed in the SBA certification database (excluding direct costs to the extent they are not the principal purpose of the acquisition and the SDVOSB/ VOSB does not provide the service, such as airline travel, cloud computing services, or mass media purchases). When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(2) Supplies/products.

(i) In the case of a contract for supplies or products (other than from a non-manufacturer of such supplies), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database. When a contract includes both supply and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(ii) In the case of a contract for supplies from a non-manufacturer, the SDVOSB prime contractor will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) has been granted. Refer to 13 CFR 125.6(a)(2)(ii) for guidance pertaining to multiple item procurements.

(3) General construction. In the case of a contract for general construction, the SDVOSB prime contractor will not pay more than 85% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database.

(4) Special trade construction contractors. In the case of a contract for special trade contractors, no more than 75% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, may be paid to firms that are not certified SDVOSBs listed in the SBA certification database.

(5) Subcontracting. An SDVOSB subcontractor must meet the NAICS size standard assigned by the prime contractor and be certified and listed in the SBA certification database to count as similarly situated. Any work that a first tier SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, the cost of materials is excluded and not considered to be subcontracted. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the portion of the contract with the preponderance of the expenditure upon which the assigned NAICS is based. For information and more specific requirements, refer to 13 CFR 125.6.

(e) Required limitations on subcontracting compliance measurement period. An SDVOSB shall comply with the limitations on subcontracting as follows:

[] By the end of the base term of the contract or order, and then by the end of each subsequent option period; or [] By the end of the performance period for each order issued under the contract.

(f) Joint ventures. A joint venture may be considered eligible as an SDVOSB if the joint venture complies with the requirements in 13 CFR 128.402 and the managing joint venture partner makes the representations under paragraph (c) of this clause. 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.

(g) Precedence. The VA Veterans First Contracting Program, as defined in VAAR 802.101, subpart 819.70, and this clause, takes precedence over any inconsistencies between the requirements of the SBA Veteran Small Business Certification Program and the VA Veterans First Contracting Program.

(h) Misrepresentation. Pursuant to 38 U.S.C. 8127(g), any business concern, including all its principals, that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB status is subject to debarment from contracting with the Department for a period of not less than five years (see VAAR 809.406–2 Causes for Debarment).

(End of Clause) C.3 VAAR 852.219-76 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SUPPLIES AND PRODUCTS (JAN 2023) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(l)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(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 certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(ii) [ ] In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or…