36C24819Q0964-001.docx

36C24819Q0964

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C24819Q0964 08-08-2019 Jose R. Sierra-Colon 813-972-2000 Ext. 2810 08-20-2019

1400/0200PM

Y Department of Veterans Affairs Network Contracting Office 8 (NCO 8) 8875 Hidden River Pkwy Suite 525 Tampa FL 33637 X X 811310 $7.5 Million N/A X Department of Veterans Affairs James A. Haley Veterans Hospital (90C) 13000 Bruce B. Downs Blvd Tampa FL 33612 00248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) 8875 Hidden River Pkwy Tampa FL 33637

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page

THIRD-PARTY INSPECTION ELEVATORS L INSPECTIONS

Contractor shall provide all labor, supervision, equipment and tools to perform five (5) year, annual, and semi-annual, inspection service on Thirty-Four (34) Elevators, seventeen (17), Traction Elevators and Seventeen (17), Hydro Type located at the James A. Haley VAMC 13000 Bruce B. Downs Blvd Tampa, FL 33612. "Refer to Performance Work Statement" Period of Performance: Base year plus four (4) Option years.

Government POC:

Jose R. Sierra-Colon Contracting Officer Tel: 813-972-2000 Ext. 2810 e-mail: jose.sierra-colon@va.gov See CONTINUATION Page X X One

JOSE R. SIERRA-COLON

NCO815L2-72925

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 36C248 JOSE R. SIERRA-COLON Department of Veterans Affairs Network Contracting Office 8 (NCO 8) 8875 Hidden River Pkwy Suite 560 Room 508 Tampa FL 33637

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE SCHEDULE

ITEM INFORMATION

Contractor shall provide all labor, supervision, equipment and tools to perform an annual, and semi-annual, inspection service on Thirty-Four (34) Elevators, seventeen (17) Traction Elevators and Seventeen (17) Hydro Type. "See performance work statement" Contract Period: Base POP Begin: 09-01-2019 POP End: 08-31-2020

BASE YEAR TOTAL ESTIMATED VALUE

Contractor shall provide all labor, supervision, equipment and tools to perform an annual, and semi-annual, inspection service on Thirty-Four (34) Elevators, seventeen (17) Traction Elevators and Seventeen (17) Hydro Type. "See performance work statement" Contract Period: Option 1 POP Begin: 09-01-2020 POP End: 08-31-2021

OPTION YEAR ONE (1) TOTAL ESTIMATED VALUE

Contractor shall provide all labor, supervision, equipment and tools to perform an annual, and semi-annual, inspection service on Thirty-Four (34) Elevators, seventeen (17) Traction Elevators and Seventeen (17) Hydro Type. "See performance work statement" Contract Period: Option 2 POP Begin: 09-01-2021 POP End: 08-31-2022

OPTION YEAR TWO (2) TOTAL ESTIMATED VALUE

Contractor shall provide all labor, supervision, equipment and tools to perform an annual, and semi-annual, inspection service on Thirty-Four (34) Elevators, seventeen (17) Traction Elevators and Seventeen (17) Hydro Type. "See performance work statement" Contract Period: Option 3 POP Begin: 09-01-2022 POP End: 08-31-2023

OPTION YEAR THREE (3) TOTAL ESTIMATED VALUE

Contractor shall provide all labor, supervision, equipment and tools to perform an annual, and semi-annual, inspection service on Thirty-Four (34) Elevators, seventeen (17) Traction Elevators and Seventeen (17) Hydro Type. "See performance work statement" Contract Period: Option 4 POP Begin: 09-01-2023 POP End: 08-31-2024

OPTION YEAR FOUR (4) TOTAL ESTIMATED VALUE

ESTIMATED GRAND TOTAL VALUE

B.3 DELIVERY SCHEDULE

13000 Bruce B, Downs Blvd Tampa, FL 33612 4745

USA

68.00

813-972-2000 Ext. 6434 byron.taylor@va.gov

13000 Bruce B, Downs Blvd Tampa, FL 33612 4745

68.00

13000 Bruce B, Downs Blvd Tampa, FL 33612 4745

68.00

13000 Bruce B, Downs Blvd Tampa, FL 33612 4745

68.00

13000 Bruce B, Downs Blvd Tampa, FL 33612 4745

68.00

B.5 SCOPE OF WORK

1. THIRD-PARTY INSPECTION ELEVATORS L INSPECTIONS

A. Contractor shall provide all labor, supervision, equipment and tools to perform five (5) year, annual, and semi-annual, inspection service on Thirty-Four (34) Elevators, seventeen (17) Traction Elevators and Seventeen (17) Hydro Type located at the James A. Haley VAMC 13000 Bruce B. Downs Blvd. Tampa, FL 33612. It is the responsibility of the inspector to determine if the equipment is in safe operating condition, that it has not been altered except in conformity to the applicable codes or regulations, and that each elevator will perform in accordance with all applicable inspection requirements.

B. Scope of Work

1. “COR” will be the Contracting Officer Representative. And “CO” will be the Contracting Officer. “GCC” will be the Graphic Control Center. “VAMC” will be the Veterans Affair Medical Center.

2. The Contractor shall obtain all necessary licenses and/or permits required to perform the work.

3. The Contractor shall furnish all material, labor, supervision, tools, shipping, travel and equipment necessary to provide inspection services, including. All inspections must be in conform to the manufacturer guidelines and/or the following industry standards, as applicable, whichever is more stringent:

· ASME A17.1 Safety Code for Elevators and Escalators, latest edition

· ASME A17.2 Inspectors’ Manual for Elevators and Escalators, latest edition

· ASME A17.3 Safety Code for Existing Elevators and Escalators, latest edition

· ANSI/NPA 70 National Electric Code, latest edition

· Manufacturer’s requirements and specifications on inspection, maintenance, and operation of each elevator model

4. Safety tests and other tests and inspections shall be performed by the Contractor. Contractor shall perform all safety tests and other tests and inspections as recommended and required by ASME A17.1 LATEST EDITION AND ANSI/ASME A17.2 LATEST EDITION.

5. Contractor shall be required to attach tags after testing as specified by Code, such as at the governor-releasing carrier, and oil buffer, etc.

6. After completion of the required tests, submit document with information shown in Attachment B to the COR.

7. All inspections that will remove the elevator from normal operation shall be scheduled in advance with the COR.

8. All elevators shall be inspected twice a year but not all elevators on the same day. Each inspection shall be done six (6) months apart from the first inspection. All visits shall be coordinated a minimum of thirty (30) days prior to inspection dates with the COR.

9. During the visit the Contractor shall evaluate the preventive maintenance prior done by the actual Elevator Maintenance and Repair Contractor of each elevator unit by identifying and verifying all deficiencies that could be affecting the proper equipment operation and to submit all solutions and suggestions to the COR.

10. During the visit the Contractor shall be available to answer any doubts the COR could have regarding the Elevator being inspected or any other one under Contract.

11. Before making any inspection, the Contractor will send the COR the list of tests that will be conducted to the Elevators. This list has to be sent to the COR at least seven (7) calendar days before the work is scheduled.

12. A report shall be sent to the COR no later than seven (7) calendar days after the visit. The report, as a minimum, shall include:

· Elevator inspected (by elevator number, day and hour of the inspection)

· List of all deficiencies found and recommendations for the equipment, with any corrective actions or replacements needed.

· List all Elevator tests done in detail.

· Safety recommendations

· Present pictures taken during the inspection. Making special emphasize on deficiencies found.

13. The Contractor shall verify and certify that the following performance levels are maintained at all times:

· Contract speed and brake to brake flight time shall be maintained as originally installed and adjusted.

· Leveling accuracy shall be maintained at all times.

· Opening and closing times, door close torques of all cars shall at all times be maintained within the limits of ASME A17.1 Code with a minimum of stand open time consistent with traffic demands at each floor.

· Door reversal on all elevators equipped with mechanical safety shoes shall always be initiated with the stroke of the shoe. Ensure all electric eyes or door detectors are working at all times.

· Variable car and hall door open times shall be maintained in accordance with original field adjustments. Deviations from this will not be permitted unless requested and/or approved by this COR.

14. The Contractor shall instruct his personnel that when they perform work under this contract, they shall comply with the following procedures:

· Upon arrival at the station, the Contractor shall check in with the Graphic Control Center or the COR that the JAHVA will be aware of the Contractor’s presence at the facility at all times.

· Upon each departure, Contractor will serve notice of disposition of work to the Graphic Control Center (GCC) and the COR or designee. In addition, the contractor shall furnish the GCC or COR his designee a copy of a work order, service sheet or other such written notification of services performed. Such reports shall include the following information:

i. Name and address of contractor

ii. Name of contractor employee(s) performing the work

iii. Date(s) work performed, and hours spent.

iv. Brief description of work performed, including PMI’s and identification of equipment worked on.

v. Signature of contractor’s employee(s) and signature of GCC and COR or designee.

vi. If the report is not submitted it will indicate that no inspection or maintenance was performed, and payment may be withheld and/or delayed.

15. All travel costs associated with the performance of this contract are the responsibility of the contractor and are provided at no additional cost to the Government as part of this contract. Travel costs are defined as but are not limited to time and vehicle costs for personnel in travel to and from job site for all duties outlined in this specification, normal shipping charges on any parts or materials covered by this contract, costs associated with the normal shipping of parts or equipment out for repair that are covered under this contract, etc.

16. Contractor must consider that the inspection could be done on weekdays after 4:00 pm or on weekends. The Contractor shall exclude Federal holidays, unless specifically instructed otherwise by the COR.

17. Medical Center shall not be responsible for incidental charges including, but not limited to, parking, tolls, mileage, phone, etc., on straight time or overtime worked.

18. Under no circumstances will any inspections will last longer than five (5) working days (40 working hours) on any particular elevator, without a prior initial notification and approval of the COR.

19. When planned work requires an elevator to be taken out of service, the Contractor is requested, when possible, to use the Federal holidays listed below.

· New Year’s Day

· Washington’s Birthday

· Martin Luther King’s Birthday

· Memorial Day

· Independence Day

· Labor Day

· Columbus Day

· Veterans Day

· Thanksgiving Day

· Christmas Day

20. The yearly car safeties, governor and oil buffer tests and inspections shall be complied with as per A17.1 and this specification, in the presence of the COR and his/her representative.

21. The safety and buffer tests as required by the American National Standard Safety Code for Elevators and Dumbwaiters, (A17.1 and A17.2) are to be performed by the Contractor.

22. Experience Requirements:

· Contractors must have at least five (5) years of experience working as elevator inspectors. And must have all the licenses and certifications required by the Federal Government. A resume with a copy of all the licenses must be sent with the proposal. The Contractor could be disqualified if he/she doesn’t demonstrate the qualifications. Each quoter shall submit, as part of his offer, references for the previous five (5) years’ experience. The written references shall include, as a minimum, the name, address and telephone numbers of the specific companies and key personnel contacts.

· Documented current certification with an organization accredited to administer testing and certification of the QEI-1 standard published by the American Society of Mechanical Engineers (ASME QEI-1) as certified Elevator Inspector.

· Supervision: The Contractor shall arrange for satisfactory supervision of the contract work. The Contractor or his on-site supervisors shall be available at all times when the contract work is in progress to receive notices, reports, or request from the Contracting Officer or the COR. Resume has to be submitted to the COR for approval.

23. Uniforms

· The Contractor shall require all employees, including supervisors, to wear distinctive uniform clothing for ready identification, and assure that every employee is in uniform no later than the time specified by the COR, or otherwise no later than ten (10) working days from the date an employee first enters on duty. The uniform shall have the Contractor’s name, easily identifiable, affixed thereon in a permanent manner such as a badge or monograms.

24. Safety

· The Contractor shall adhere to all OSHA, EPA, NFPA Life Safety Codes, and all other regulatory requirements.

· In performance of this contract, the Contractor shall follow James A. Haley VAMC safety policy and standard for safe work practices and take such safety precautions as the Safety Officer or designee may determine to be reasonably necessary to protect the lives and health of occupants of the building. The Contractor shall comply with VAMC smoking policy, which designates all interior space as non-smoking areas.

· Patient, employee, visitors, and contractor personnel safety shall be maintained at all times. The contractor is responsible for the occupation safety and health of his/her employees. The Contractor shall comply with all applicable OSHA safety and health standards. The Contractor shall replace all safety guards, equipment, devices, etc. removed to service or repair the elevator immediately after completion of work or when leaving the job unattended.

· The Contractor is responsible to identify, provide and maintain all personal protective equipment required to perform the duties outlined in the contract. In addition, the contractor is responsible for identifying and providing all applicable safety programs (i.e. lockout/tag out, confined space entry, universal precautions, etc.) required performing the work. Training on required safety programs and the proper use of PPE’s shall be provided, and documentation maintained by the contractor.

· The Contractor shall be notified of any non-compliance with the pervious provisions. The contractor shall, after receipt of such notice, immediately correct the condition and notify the contracting officer in writing that the condition has been corrected. It, in the opinion of the Safety Officer or designee the condition is life threatening he/she shall instruct the contractor to stop work until the condition has been corrected. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue and order halting of all or any part of the work, and Contractor may be held in default. The Contractor bears all costs of stop work time and correcting safety hazards.

· Contractor is responsible for the supervision of all their employees while on government property. It is the Contractor’s responsibility to assure compliance with the scope of work and requirements referenced in this contract. Provisions provided in the scope of work are not intended to relieve the Contractor of this responsibility.

25. Security

· The Contractor shall submit to the Contracting Officer (CO) the following documentation: two pictured identification cards in addition to have a favorable SAC adjudication and have an initiated National Agency check with Written Inquiries (NACI).

· NIST FIPS 201, Personal Identity Verification (PIV) of Federal Employees and Contractors. This standard is applicable to identification issued by Federal departments and agencies to Federal employees and contractors (including contractor employees) for gaining physical access to Federally controlled facilities and logical access to Federally controlled information systems except for “national security systems” as defined by 44 U.S.C. 3542(b)(2).

· Risk Level Designation: The position risk/suitability level that has been assigned to the positions under this contract is low risk.

· A required Background Investigation is mandatory for all contractors, contractors’ employees who do not have a successfully adjudicated investigation on record or are undergoing a badge reissuance. All contractor employees are subject to the same level of investigation as VA employees who have access to VA Sensitive Information. This requirement is applicable to all subcontractor personnel requiring the same access.

· The contractor shall bear the expense of obtaining background investigations. If the investigation is conducted by the Office of Personnel Management (OPM) through the VA, the contractor shall reimburse the VA within thirty (30) days.

· All VA contractors, contractors’ employees, and affiliates requiring long-term or short-term access to VA facilities or information systems in order to perform a VA authorized activity must be issued a PIV, non-PIV, and or a Flash badge.

· Contractor must return the badge when access to VA facilities or information systems is no longer required or a change in affiliation occurs. Also, the contractor must notify her/his assigned sponsor and the badging office when the PIV or Non-PIV card is lost.

· Contractor shall submit, for all contract employees, including any subcontract employees the following:

· Within five (5) business day of receiving the Notice of Award, a Complete Background Investigation Request to the VHA Service Center (VSC) Personnel Security Office via password protected or encrypted e-mail to VSCSecurity@va.gov or fax to (216) 447-8020 Note: Due to the personal information contained in the Background Investigation Request Worksheet, the information must be sent in a secure manner. Please do not e-mail a document containing social security number.

· Complete Special Agreement Check (Fingerprinting) and submit VHA Special Agreement Check (SAC) Memorandum.

· Once an automated initial e-mail from VA SIC is received, with a website link that provides further instructions; if a contract employee has a previously completed Background Investigation (BI) he/she may be eligible for reciprocity.

· Upon receipt of the automated initial e-mail, if contract employees haven’t previously completed a BI; each contract employee must complete and submit BI documents within five business days.

· If contract employees have previously completed a BI and are eligible for reciprocation, reciprocity will be verified by the VA SIC. If it can be reciprocated an e-mail notification will be sent to the contractor POC.

· Upon receipt of BI documents, the VA SIC reviews them for accuracy. If the package is correct and complete, the package is forwarded to OPM and the Contractor POC receives an automated e-mail indicating that the BI has been initiated.

· If the VA SIC notifies the Contractor that a BI has been initiated: Then, while the BI process is being completed, the VSC Personnel Security Office reviews the results of the Special Agreement Check (fingerprints) and makes and adjudication recommendation to the Contracting Officer, who will inform the contractor POC of the outcome.

· If the contract employees receive a favorable adjudication: Then, each contract employee shall complete and submit the VHA Service Center Contractor PIV Sponsorship Form and make an appointment to obtain a PIV card. This shall be completed within five business days of reciprocation or receiving notice of initiated BI and favorable SAC Adjudication.

· The Contract employee shall complete required security training as designated in the solicitation, sign the Contractor Rules of Behavior and submit completed training certificates and signed Rules of Behavior to the Contracting Officer and the COR.

26. Injury or Accident

· Contractor shall submit a written report to the COR within five work (5) days of any incident of a major malfunction, accident or injury involving an elevator. The report shall state the cause, what and when repairs and tests were or are to be made to correct the cause of the incident.

27. Quality Control Program

· The Contractor shall establish a complete quality control program to assure the requirements of the contract are provided as specified, within five (5) work days prior to the starting date of the contract, the Contractor shall submit a copy of his program to the COR, for approval. The program shall include, but not be limited to, the following:

i. An inspection system covering all the services described in the contract. A checklist used in inspecting contract performance during regularly scheduled or unscheduled inspections. The name(s) of the individual(s) who will perform the inspection.

ii. The checklist shall include every area of the Contractor’s operation as well as every task required to be performed.

28. Emergency Telephone Numbers

· The Contractor shall provide the COR with pertinent emergency telephone numbers, in order to summon assistance in case an emergency develops. At least one of the emergency telephone numbers shall be manned twenty-four (24) hours per day. This information shall be provided in writing to the COR, prior to the contract start date.

29. Information Relating to Conduct of Contractor’s Employees.

· The Contractor shall prohibit his employees form disturbing papers on desks, opening desk drawers or cabinets, or using telephones or office equipment provided for official Medical Center use.

· Contractor shall require his employees to comply with the instructions pertaining to conduct and other regulations called to the Contractor’s attention by the CO/COR, Federal Protective Officers, Inspectors, etc.

30. The Contractor shall require his employees to comply with all VA rules and regulations pertaining to the conduct of his employees while on station.

31. Contractor shall have use of station telephones to make business calls related to Medical Center’s equipment. Misuse of this privilege will necessitate the need to require the contractor to use public telephones.

32. Invoices: The Contractor shall provide a final invoice. Invoice shall include description of the work performed, date, price, Contractor information, Contract number and Purchase Order number. All billing will go towards and obligated Purchase Order number for correct payment processing. The contractor is responsible to assure that invoices are sent on time and through the correct channel.

33. Insurance: The Contractor shall, at its own expense, provide and maintain during the entire performance period of this contract, at least the kinds and minimum amounts of insurance required in this schedule or elsewhere in the contract.

A. Workers compensation and employer’s liability. Contractor is required to comply with applicable Federal and state worker’s compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer’s liability section of the insurance policy, except when contract operations are so commingled with a contractor’s commercial operations that it would not be practical to require the coverage.

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 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause) C.4 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

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

(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 verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

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

(2) “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 verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

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

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

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

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

(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)…