36C25019Q0904-001.docx

36C25019Q0904

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

553-19-1-3102-0005 36C25019Q0904 06-13-2019

THOMAS AUTEN

734-845-3938 06-24-2019

3:00PM

Department of Veterans Affairs Ann Arbor Healthcare System Network Contracting Office 10 2215 Fuller Road Ann Arbor MI 48105 X X 238210 $15 Million X N/A X Department of Veterans Affair

JOHN D. DINGELL VA MEDICAL CENTER

4646 JOHN R STREET

DETROIT MI 48201

Y Department of Veterans Affair Ann Arbor Healthcare System Network Contracting Office 10 2215 Fuller Road Ann Arbor MI 48105

All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Request

OB10

See CONTINUATION Page

SEE PRICE SCHEDULE BELOW

THE CONTRACTOR SHALL PROVIDE SWITCHGEAR

TESTING AND MAINTENANCE AT THE JOHN D. DINGELL VAMC

ALL WORK TO BE COMPLETED IN ACCORDANCE TO THE

STATEMENT OF WORK (SOW) AND ALL TERMS AND CONDITIONS

CONTAINED HEREIN

ALL QUESTIONS SHALL BE SUBMITTED VIA EMAIL TO THOMAS AUTEN,

CONTRACTING OFFICER AT THOMAS.AUTEN@VA.GOV NO LATER THAN

JUNE 21, 2019, 1:00PM EST

A site visit is scheduled for 6/19/2019, Wednesday, at 1:00pm Local Time

JOHN D. DINGELL VA MEDICAL CENTER, ROOM LL650 ELECTRIC SHOP

Attendees must email Thomas Auten, C.O., at Thomas.auten@va.gov no later than 2:00pm local Time on 6/18/2019 to register for the site visit "This procurement is being conducted under FAR Part 13."

See CONTINUATION Page 553-3690162-3102-854100-2543 010055590 X X

ONE

THOMAS AUTEN

CONTRACTING OFFICER

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

1. Contract Administration: All contract administration matters will be handled by the following individuals:

b. GOVERNMENT:

Thomas Auten, Contracting Officer Department of Veterans Affairs VA Ann Arbor Healthcare System Network Contracting Office (NCO) 10 2215 Fuller Road Ann Arbor MI 48105 Telephone: (734) 845-3938 Email: Thomas.Auten@va.gov The Contracting Officer (CO) is responsible for the administration of this contract. The Contractor is advised that only the CO, acting within the scope of the contract and, after advice and consultation with the Contracting Officer’s Representative (COR), has the authority to make changes that affect:

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

[X] 52.232-34, Payment by Electronic Funds Transfer -Other than Central Contractor Registration, or [] 52.232-36, Payment by Third Party

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 Management System OB10 or current Electronic Invoice System: http://ob10.com/us/en/veterans- affairs-us/

5. SUBMISSION OF OFFER:

a) Offeror shall complete Blocks 17a, and sign Block 30 of SF 1449

b) Offeror shall complete entire Price/Cost Schedule.

c) Offerors shall complete and return all information designated in 52.212-1 and ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS prior to the date and time specified in Block 8 of SF 1449 in order to be considered for award.

d) All questions shall be submitted in writing via email to Thomas Auten, Contracting Officer, at Thomas.Auten@va.gov. No questions will be accepted after June 21, 2019 at 1:00 pm EST VIA EMAIL TO: THOMAS.AUTEN@VA.GOV (No phone calls will be accepted).

c) email completed solicitation to Thomas Auten, Contracting Officer: THOMAS.AUTEN@VA.GOV

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

1.00

JB

Furnish all necessary labor, tools, materials, equipment, and supervision to complete the Switchgear Testing and Maintenance Project at the John D. Dingell Dingell VA Medical Center, Detroit, Michigan. All work shall be performed in accordance to the Statement of Work (SOW) Contract Period: Base POP Begin: 07-01-2019 POP End: 09-30-2019

GRAND TOTAL

B.3 STATEMENT OF WORK (SOW)

SWITCHGEAR TESTING AND MAINTENANCE

1. Scope of Work

Furnish all necessary labor, tools, materials, equipment, and supervision to complete the Switchgear Testing and Maintenance Project, at the John D. Dingell VA Medical Center, 4646 John R. St, Detroit, Michigan (VAMC). All work shall be coordinated through the Contracting Officer's Representative (COR). All work shall be prescheduled to ensure that power outage periods are suitable to the VAMC. Only 1 substation shall be shutdown per calendar day. All required tools and test equipment shall be on station before the start of any shutdown.

2. Conformance Standard

All work shall be in accordance with the attached “Work Required” and shall be in strict compliance with all VA, national, state, county, and local codes so having jurisdiction. All requirements of the VAMC Detroit safety office shall also apply. All testing equipment shall meet sections 5.2 and 5.3 of the International Electrical Testing Association (NETA) Standards for Maintenance Testing Specifications for Electrical Power Distribution Equipment and Systems (2007).

3. Hours of Work

A. Phase I – Substation No. 7 and Substation No. 11 shall be performed between Sunday and Thursday from 11:00 P.M. and 7:00 A.M. Only one Substation shutdown is allowed per calendar day.

B. Phase I – The remainder of Phase I work shall be performed between Monday and Friday from 7:00 A.M. and 3:30 P.M.

C. Phase II and Phase III – all work shall be performed between Sunday and Thursday from 11:00 P.M. and 7:00 A.M. Only one Substation shutdown is allowed per calendar day.

D. Work shall not be scheduled on the following Federal holidays:

· Friday. January 1. New Year's Day.

· Monday. January 18. Martin Luther King, Jr. Day.

· Monday. February 15* George Washington's Birthday.

· Monday. May 30. Memorial Day.

· Monday. July 4. Independence Day.

· Monday. September 5. Labor Day.

· Monday. October 10. Columbus Day

· Any Day the President declares a Federal Holiday.

4. Work Required

Provide all labor, materials, supervision and equipment for the testing, inspection, listed repairs of the electrical switchgear: Phase I, Phase II, and Phase III, at the John D. Dingell VA Medical Center facility to include the following;

5. Equipment to be Inspected and Tested

Phase I Primary Switchgear - Consists of 2 Siemens 2000-amp Main Breakers, 1 Siemens 1200-amp Tie Breaker, 8 Siemens 1200-amp Primary Circuit Breakers, and all associated typical metering and protective relays.

Generator Control Panels - Consists of 2 locations with a total of 8Westinghouse SPB-100 Circuit Breakers, and 33 Primary Circuit Breakers Substations - Consists of 5 Structures with breakers listed below. VA Medical Center Subs 7, 11, 13, 14, and 15 Oil Transformers - Consists of 5 transformers (13KV/480V) 480V Circuit Breakers - Consists of 5 Siemens “RL” & 39 Molded Case Circuit Breakers.

Automatic Transfer Switches - Consists of 20 Switches.

Phase II Substations - Consists of 5 Structures with breakers listed below. VA Medical Center Subs 1, 2, 3, 4, and 5 Oil Transformers - Consists of 5 transformers (13KV/480V) 480V Circuit Breakers - Consists of 5 Siemens “RL” & 39 Molded Case Circuit Breakers.

Automatic Transfer Switches - Consists of 16 Switches.

Phase III Substations - Consists of 5 Structures with breakers listed below. VA Medical Center Subs 6, 8, 9, 10, and 12 Oil Transformers - Consists of 5 transformers (13KV/480V) 480V Circuit Breakers - Consists of 5 Siemens “RL” & 39 Molded Case Circuit Breakers.

Automatic Transfer Switches - Consists of 13 Switches.

6. Equipment to be Repaired

The following repair is to be performed in conjunction with the Phase III testing and inspection of Substation No. 8:

· Substation No. 8 Oil Transformer – Repair liquid level gauge sealing gasket, restore correct tank oil level, restore oil tank nitrogen blanket and correct oil tank pressure.

7. Performance Requirements

Primary Switchgear (Medium Voltage) Breakers Qty. 11

· All breakers shall be racked out by contractor to perform inspection, cleaning, and testing.

· Verify all breaker settings, if applicable, prior to inspecting, testing, or cleaning and document. All settings shall be restored after inspection and testing is complete.

· Visually and mechanically inspect for physical damage, proper installation and operating condition.

· Inspect physical and mechanical condition of each breaker.

· Clean each circuit breaker including main contacts with cleaners or solvents approved by manufacturer.

· Verify appropriate lubrication on contacts and moving parts per manufacturer’s recommendations. Lubricate where necessary.

· Inspect for damaged or worn parts.

· Operate circuit breaker using the test station and manually to insure proper operation.

· Test the contact resistance using a ductor.

· Test the insulation integrity using a megger.

· Clean all cells of dust and debris and inspect for damage prior to reinstalling breakers.

· Inspect all mechanical interlocks and breaker guides for proper operation and lubricate per manufacturer’s recommendations.

· Check for proper operation of controls and auxiliary devices.

· Document all issues found.

· Document all test results with detailed readings from test equipment and not just PASS / FAIL, as applicable.

· All recordings, test results, and any other documented information shall be entered a report.

Primary Switchgear (Medium Voltage) Metering / Protective Relays

· All relays shall be set to the recommended settings from a previously performed

· coordination study prior to any testing or cleaning. Those relays with no recommended

· changes shall be verified and documented prior to inspecting, testing, or cleaning. All

· settings shall be documented in the report after inspection and testing is complete.

· Settings from the coordination study shall be provided by the VA.

· Visually and mechanically inspect for physical damage or worn parts, proper installation, wiring connections, screws for tightness, and operating condition.

· Electro-mechanical relays shall be inspected for dust, iron fillings, rust, or foreign matter.

· Relay contacts shall be inspected for freedom of movement.

· Clean each relay, including cover, with cleaners or solvents approved by manufacturer.

· Lubricate, if applicable, all moving part per manufacturer’s recommendations.

· All relays shall be tested in accordance with the manufacturer’s recommendations. Test shall include but not limited to insulation resistance to ground, pickup, time delay, and instantaneous trip.

· All recordings, test results, and any other documented information shall be entered a report

· Document all test results with detailed readings from test equipment and not just PASS / FAIL where applicable.

Generator Control Panel – SPB-100 Breakers Qty. 8

· All breakers shall be racked out by contractor to perform inspection, cleaning, and testing.

· Verify all breaker settings prior to inspecting, testing, or cleaning and document. All settings shall be restored after inspection and testing is complete.

· Visually and mechanically inspect for physical damage, proper installation and operating condition.

· Inspect physical and mechanical condition of each breaker.

· Clean each circuit breaker including main contacts with cleaners or solvents approved by manufacturer.

· Verify appropriate lubrication on contacts and moving parts per manufacturer’s recommendations. Lubricate where necessary.

· Inspect for damaged or worn parts.

· Operate circuit breaker manually to insure proper operation.

· Test the contact resistance using a ductor.

· Test the insulation integrity using a megger.

· Clean all cells of dust and debris and inspect for damage prior to reinstalling breakers.

· Inspect all mechanical interlocks and breaker guides for proper operation and lubricate per manufacturer’s recommendations.

· Check for proper operation of controls and auxiliary devices.

· Document all issues found.

· Document all test results with detailed readings from test equipment and not just PASS / FAIL, as applicable.

· All recordings, test results, and any other documented information shall be entered a report.

Generator Control Panel – 480V MCCB Breakers Qty. 33

· Verify all breaker settings prior to inspecting, testing, or cleaning and document. All settings shall be restored after inspection and testing is complete.

· Visually and mechanically inspect for physical damage, proper installation and operating condition.

· Inspect physical and mechanical condition of each breaker.

· Clean each circuit breaker with cleaners or solvents approved by manufacturer.

· Inspect for damaged or worn parts.

· Operate circuit breaker manually to insure proper operation.

· Test the overcurrent protective device using the secondary current injection method.

· Test the contact resistance using a ductor.

· Test the insulation integrity using a megger.

· Document all test results with detailed readings from test equipment and not just PASS / FAIL where applicable.

· All recordings, test results, and any other documented information shall be entered a report.

Substations Qty. 15

· Visually and mechanically inspect for physical damage, proper installation and operating condition.

· Inspect all connections including buss bars, cables and grounding connections for tightness.

· Inspect and clean fuses and fuse holders per manufacturer’s recommendations.

· Test contact resistance of all fuses and holders using a ductor.

· Test the insulation integrity using a megger.

· Inspect and clean all barriers, insulators, arcing blades and chutes.

· Inspect all mechanical and key interlocks for proper operation and lubricate per manufacturer’s recommendations.

· Clean all cells of dust and debris and inspect for damage.

· Document all issues found.

· All recordings, test results, and any other documented information shall be entered a report.

Oil Transformers Qty. 15

· Inspect transformers/record nameplate info.

· Inspect physical and mechanical condition.

· Verify fans and controls operate correctly, as applicable.

· Inspect all bolted electrical connections including grounding.

· Inspect for leaks.

· Record liquid level, liquid temperature, and tank pressure.

· Perform insulation resistance test (Winding to winding, and to Ground. Calculate PI).

· Perform Turns Ratio test at the designated tap position.

· Take liquid samples for Dissolved Gas Analysis tests. Samples shall be delivered to the testing laboratory in a reasonable time as to not compromise the samples. Care shall be taken as to storing the samples as recommended by the testing laboratory until they are delivered.

· All recordings, test results, and any other documented information shall be entered a report.

480V RL Circuit Breakers Qty. 15

· Verify all breaker settings prior to inspecting, testing, or cleaning and document. All settings shall be restored after inspection and testing is complete.

· Visually and mechanically inspect for physical damage, proper installation and operating condition.

· Inspect physical and mechanical condition of each breaker.

· Clean each circuit breaker including main contacts with cleaners or solvents approved by manufacturer.

· Verify appropriate lubrication on contacts and moving parts per manufacturer’s recommendations. Lubricate where necessary.

· Inspect for damaged or worn parts.

· Operate circuit breaker manually to insure proper operation.

· Check for proper operation of controls and auxiliary devices.

· Test the overcurrent protective device using the secondary current injection method.

· Test the contact resistance using a ductor.

· Test the insulation integrity using a megger.

· Document all test results with detailed readings from test equipment and not just PASS / FAIL, as applicable.

· All recordings, test results, and any other documented information shall be entered a report.

480V MCCB Circuit Breakers Qty. 118

· Verify all breaker settings prior to inspecting, testing, or cleaning and document. All settings shall be restored after inspection and testing is complete.

· Visually and mechanically inspect for physical damage, proper installation and operating condition.

· Inspect physical and mechanical condition of each breaker.

· Clean each circuit breaker with cleaners or solvents approved by manufacturer.

· Inspect for damaged or worn parts.

· Operate circuit breaker manually to insure proper operation.

· Test the overcurrent protective device using the secondary current injection method.

· Test the contact resistance using a ductor.

· Test the insulation integrity using a megger.

· Document all test results with detailed readings from test equipment and not just PASS / FAIL where applicable.

· All recordings, test results, and any other documented information shall be entered a report.

Automatic Transfer Switches (ATS) Qty. 49

· Unless otherwise specified in the contract, the ATS’s shall be Infrared scanned as these switches cannot be de-energized without prior scheduling. Switches shall be scanned under load in both Normal and Emergency positions as follows;

o It shall be scanned prior to shutting down the substation from which it’s fed while in the “Normal” position.

o It shall be scanned again after completing the maintenance and testing of the substation from which it’s fed while in the “Emergency” position.

· Colored pictures of each ATS in both “Normal” and “Emergency” positions which shall include room, conductor, and terminal temperature readings.

· Document all issues found.

· Contractor shall follow NFPA 70E when working around transfer switches.

8. Required Documents and Reports

All reports shall be delivered electronically within 7 – 10 business days after work is completed. Coordinate delivery options with the COR.

9. Miscellaneous

Any deviations from the manufactures suggested testing procedures shall require a document from the manufacturer approving and/or explaining such changes. Contractor shall ground all equipment as needed for this work. VA personnel shall be responsible for de-energizing and re-energizing the substations and shall coordinate such with contractor. VA personnel shall be responsible for providing suitable power to support the maintenance and breaker testing. Contractor shall provide quotes for any breaker components or parts that may be found defective after the work is completed. Replacement parts, if necessary, shall be purchased separately. Verify all breaker settings, if applicable, prior to inspecting, testing, or cleaning and document. All settings shall be restored after inspection and testing is complete.

10. Invoicing

Following the completion of “Work required” and the submission of “Required Documents and Reports” the Contractor shall submit a final invoice using the Tungsten/OB10 electronic invoicing system. Refer to http://www.va.gov/oaa/invoicing/faqs.asp for help with the electronic invoicing system.

11. Reporting Requirements

The contractor shall mandatorily report to the designated COR prior to engaging in any of the scheduled work. The meeting location shall be coordinated between the COR and the contractor to best suit the performance of the scheduled work. Contractor personnel shall be escorted to and from work areas by a designee of the COR.

11. Competency of Personnel Servicing the Equipment

A. All contractor personnel shall complete “VA Privacy and Information Security Awareness and Rules of Behavior” Training at https://www.tms.va.gov/learning/user/login.jsp. The contractor shall deliver copies of the completion certificates for all contractor personnel to the COR. The certificates shall be delivered before or at the time the personnel arrive at the VA facility.

C. The Contractor is required to comply with all State, Federal, and local laws concerning safety (OHSA).

36C25019Q0904

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

C.3 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.4 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.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

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

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

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

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

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

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

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

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.6 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of MICHIGAN. Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause) (End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAY 2019)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.