36C25023Q1112.docx

36C25023Q1112

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

583-23-4-669-0054 36C25023Q1112 08-25-2023 Chandler, Leiron B.

(734) 845-5045 09-08-2023 15:00

EDT

Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Lobby M, Suite M2200 Ann Arbor MI 48105 X X 541350 $11.5 Million N/A X Department of Veterans Affair Richard L. Roudebush VAMC 481 W 10th Street Indianapolis IN 46202 Y Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive Lobby M, Suite M2200 Ann Arbor MI 48105 http://www.tungsten-network.com/ customer-campaigns/veterans-affairs-us/

See CONTINUATION Page The Richard L. Roudebush Affairs Medical Center requires contractor to conduct scheduled annual roof inspections on all buildings on the VAMC campus.

A site visit will be held on 8/30/2023 at 10:00 a.m. local time. Contractors shall meet VA staff at: Building No. 5.

All question related to this solicitation must be submitted in writing via email to the Contract Specialist within three calendar days after solicitation is posted.

Phone calls are not permitted.

Quotes that do not provide all information listed in the SOW shall not be accepted or considered for the award.

Solicitation is be conducted under FAR Part 12 & 13.

See CONTINUATION Page 583-3630162-669-854100-2543 010055590 X X One(1) Peart, Kristina L.

Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 ADMINISTRATIVE DATA

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

a. Contractor: ______________________________________ Address: ______________________________________ Contractor Point of Contact (POC) for Contract: ____________________________

Contractor’s Unique Entity ID: _____________________ Business Size: ____________

b. GOVERNMENT: Kristina L. Peart, Contracting Officer Kristina.peart@va.gov

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.

Tungsten Network: https://www.tungsten-network.com/customer-campaigns/veteransaffairs

5. SECURE FAX: All faxes in regard to this contract shall contain the following on the coversheet:

This fax is intended only for the use of the person or office to which it is addressed and may contain information that is privileged, confidential, or protected by law. All others are hereby notified that the receipt of this fax does not waive any applicable privilege or exemption for disclosure and that any dissemination, distribution, or copying of this communication is prohibited. If you have received this fax in error, please notify this office immediately at the telephone number listed above.

6. Late Quote Submission: Late submissions shall not be considered.

7. SUBMISSION OF OFFER:

a. Offerors shall complete and return all information designated in:

1.) Blocks 17 (a) and 30 (a-c) of SF 1449 2.) Contract Administration Data 3.) The Price/Cost Schedule, Section B 4.) 52.212-3, Representations and Certifications, or valid completion of SAM is acceptable.

5.) 52.219-75, VA Notice of Limitations on Subcontracting – Certificate of Compliance for Services and Construction. If document is not signed and submitted with quote offeror will Not be eligible for an Award.

Information shall be received by the date and time specified in Block 8 of SF 1449 in order to be considered for award.

b. By submission of an offer, the offeror acknowledges the requirement that the prospective awardee shall be registered in the System for Award Management (SAM) database prior to award. Offerors who are not registered in SAM should consider applying for registration immediately. Registration in SAM is a requirement to conduct business with the Federal Government. If the prospective awardee is not registered in SAM within the timeframe specified by the Contracting Officer, the successful offeror will be removed from further consideration for award. Offerors can register in SAM at https://www.sam.gov.

c. Simplified Acquisition Procedures of FAR Part 12 and 13 are being used to conduct this procurement.

d. Offeror must be certified in the SAM representations and certifications in FAR 52.212-3 that the firm meets the small business size standard for the NAICS Code assigned to the procurement.

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

B.2 ELECTRONIC INVOICE SUBMISSION AND INVOICING

VENDOR ELECTRONIC INVOICE SUBMISSION REQUIREMENTS AND METHODS

Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

1. VA’s Electronic Invoice Presentment and Payment System – the FSC uses a third-party contractor, Tungsten Network (referred to OB10), to transition vendors from paper to electronic invoice submission. Please go to website: https://www.tungsten-network.com/customer-campaigns/veteransaffairs to enroll in the program and begin submitting the electronic invoices, free of charge.

1. A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI website is: http://www.x12.org

1. Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

2. Tungsten e-Invoice Setup Information: 1-877-489-6135

2. Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

2. FSC e-Invoice Contact Information: 1-877-353-9791

2. FSC e-Invoice email: vafsccshd@va.gov

BILLING AND INVOICING

1. In accordance with this contract, all services shall be billed in arrears monthly.

2. Contractor shall only bill for services and for line-items delivered.

3. A proper invoice that is submitted for payment; shall be accepted and certified for payment if:

i. Monthly invoice is submitted in arrears, no later than the 20th business day of the following month that services were rendered.

ii. Invoice contains in addition to the information required for submission of a ‘proper’ invoice in accordance with FAR 52.212-4(g) the following information:

a. Name and Address of the Contractor

b. Invoice Date and Invoice Number

c. Contract Number

d. Contract Order Number

e. Purchase Order Number

f. Date Range of Services Provided

g. Description of Services Provided

h. Line/Sub-Line Item number(s) of services provided

i. Quantity of each Line/Sub-Line Item

j. Unit Rate for each Line/Sub-Line Item

k. Total Cost for each Line/Sub-Line Item

l. Total Invoice Cost

4. The Certifying Official will confirm the information in the submitted invoice to the contract and invoice to ensure it is correct and valid.

i. If the invoice submitted is not a proper invoice, the certifying official shall refuse the invoice with a detailed statement as to why the invoice was refused.

ii. Contractor shall make corrections and resubmit using a separate invoice number, notating the invoice number it is replacing.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Roofing Inspection and Repair. The contractor shall conduct one initial and one annual inspection of each roof on the VAMC campus, conduct minor repairs, and provide a detailed inspection report for each roofing system, their deficiencies, and recommendations for major repairs.

The contractor shall provide all necessary services, labor, material, tools, equipment, and supervision to execute job accordance to the Statement of Work.

Contract Period: Base POP Begin: 09-18-2023 POP End: 11-20-2023 PRINCIPAL NAICS CODE: 541350 - Building Inspection Services PRODUCT/SERVICE CODE: H399 - Inspection - Miscellaneous

NATIONAL STOCK NUMBER: NONE

B.4 Statement of Work Roofing Inspection

1. Introduction/Background: The Richard L. Roudebush Veterans Affairs Medical Center, located at 1481 W 10th Street, Indianapolis, IN has requirements to conduct scheduled annual roof inspections on all buildings on the VAMC campus. The medical facility has approximately 109 individual roofs that make up approximately 235,000 square feet and are all constructed with a variety of different roofing systems and materials. These roofs are in various conditions in terms of age, degradation, and need of repair.

2. Objective: The contractor shall conduct one initial and one annual inspection of each roof on the VAMC campus and provide a detailed inspection report for each roofing system, their deficiencies, and recommended major repairs.

3. Scope of Work: The contractor shall provide all necessary services, labor, material, tools, equipment, and supervision to execute the following:

a. Conduct one initial roof inspection and conduct one scheduled annual inspection. The annual inspection is to be conducted within one year of the initial inspection, but no earlier than ten months after the initial inspection.

b. The inspector must be certified in the applicable field or provide verification of work experience in the field specifically for the inspection and repair of EPDM, Poly-urethane spray foam, ballast, and PVC coated roofing systems. The contractor shall provide certification information and other applicable verification information to the COR for approval of the inspector two weeks prior to the inspection.

c. Complete the VA provided roof inspection checklist for each individual roof. The contractor must provide all information listed on the checklist and is permitted to include additional information not included on the inspection form.

d. Attend a meeting prior to each inspection with the COR and VA authorities to review safety guidelines, scheduling, access routes, and worksite restrictions.

e. Provide a detailed report for each roof. This report will contain, the roofing material, roof defects by level of severity, potential future leaks or damage, recommended courses of action for repair or replacement.

f. Provide a quote for more extensive repairs or roof replacements as recommended by the contractor. The VA prefers to replace roof systems with EPDM with a 90mil membrane to maintain consistency. Firestone is the VA’s preferred manufacturer of EPDM roofing systems. Any work pertaining to more extensive repairs or roof replacements will be required to be conducted under a different contract, which would require a separate bid from the contractor.

g. Mobilize equipment, personnel, and materials without restriction of normal vehicle/pedestrian traffic and facility operations. Coordinate required traffic shutdowns or restrictions with the COR 48 hours in advance if work will impede on vehicle or pedestrian traffic in any way.

h. Adhere to means and methods of construction according to VA specifications.

i. The contractor shall not strictly rely on provided drawings, as-builts, and dimensions provided by the AE and the VA. The contractor shall field verify existing site conditions, locations, dimensions, square footage, and quantities provided by the VA and the AE.

4. Period of Performance:

a. Work Duration:

I. Initial Inspection: The initial inspection shall be completed within 60 days of being awarded the contract. The initial inspection is expected to take approximately two weeks.

II. Initial Report: The contractor shall submit a finalized initial inspection report to the VA within 14 calendar days after completion of the inspection.

III. Annual Inspection: The contractor shall complete an annual inspection no later than 365 days and no earlier than 10 months from the completion date of the initial inspection.

IV. Annual Inspection: The annual inspection is expected to take approximately one week.

b. Work Hours:

I. Approximately 95% work may be conducted during normal business hours, which is 7AM – 4PM, Monday through Friday, with few exceptions.

II. The contractor will be required to conduct work outside of normal business hours if they require the shutdown of vehicle or pedestrian traffic, blocking of an entrance or exit, or creating excessive dust, odors, or vibrations that will impact normal hospital operations.

III. The contractor will be required to work outside of normal business hours while using a lift to access roofs or if the roof access requires contractors to walk through patient rooms or facility offices.

IV. The contractor shall submit a detailed schedule with an execution plan two weeks prior to construction.

5. Deliverables: The contractor shall submit the following to the COR:

a. Work Safety Plan – Two weeks in advance

b. Work Schedule and execution plan – Two weeks in advance

c. Detailed roof report capturing the existing defects with photographs – 14 Days after inspection completion

d. Roof Repair Recommendations

e. Roof Repair Quote (per roof)

6. Health and Safety:

a. The contractor shall be thoroughly familiar with the rules and regulations governing safety. A 30-Hour OSHA “Competent Person” shall be present for all work and all additional workers shall have a minimum 10-Hour OSHA Certification.

b. The contractor shall stay in compliance regarding fall protection while working on roofs and fall protection must meet the criteria in 19226.502(d). Roofs that are not safely accessible will be permitted to be observed from an adjacent roof and submitted to the COR as “Non-Accessible”.

c. All work associated with this project shall be in compliance with all VA Regulations concerning Safety, Infection Control Requirements, Interim Life Safety Measure Requirements, Parking, Personnel Access, and proper removal/safe disposal of construction waste and debris as listed in the specifications and drawings.

d. Damage to utilities or infrastructure must be reported to the COR and repaired immediately under the responsibility of the contractor.

e. All work will be performed in accordance with the ICRA, but the contractor is responsible for the cleanliness and organization of construction areas and to not damage existing equipment or areas. In the event of equipment or property damage the contractor is required to report damage to the COR and is responsible for repairs or replacement of damaged items or property.

f. Any chemicals used must be stored properly according to OSHA regulations and must be approved by the VA. Contractors must maintain SDS documentation for any, and all present hazardous materials.

g. The contractor is responsible for submitting a safety plan for each phase of the project and must be approved before work can begin.

h. The contractor is required to attend a meeting prior to conducting the planned work for each day to review the safety and project execution plan.

i. The Richard L. Roudebush VAMC is a smoke-free facility, and it is the contractor’s responsibility to maintain the compliance to this policy at construction locations.

7. Environmental:

a. The contractor is responsible for the disposal of any waste produced during construction or demolition. Waste must be documented by type of waste, wight in pounds disposed, weight in pounds diverted, waste destination, total costs, and savings/refunds. This is recorded on the Construction & Demolition Diversion and Disposal Monthly Summary and submitted to the COR. Refer to Construction Waste Management Specification 01 74 19.

b. The contractor may be required to alter the work schedule or means of demolition or construction if it interferes with normal hospital operations. During this specific project his may include altering the means and methods or work schedule if the contractor is using odorous chemicals or materials within proximity of an air intake.

8. Security:

a. The contractor shall report to the COR anytime contracted employees are performing work on site. The contractor is responsible for submitting information of contractors that will be on site to the COR prior to work being started.

b. The contractor is responsible for submitting employees that will be on site with a two-week advance notice to the COR for facility permissions and access.

c. The contractor is responsible for the physical security of job sites, equipment, and tools as well as daily inspections for organization and cleanliness prior to exiting the job site. The VA is not responsible for damages or theft of tools, equipment, or materials.

d. All contractor furnished materials, equipment and tools used shall be standard products of manufacturers regularly engaged in the product of such items. The contractor shall secure all materials before, during and after service. The government assumes no liability for loss of or damage of contractors owned property held on government premises.

e. The contractor shall reimburse the VA for any fines and costs incurred due to noncompliance by contractors.

f. The COR will provide the preferred access route to each roof that is to be accessed through the building. The contractor will be granted access to these areas or escorted by the COR. The contractor will not enter a restricted area unless given direction by the COR to take that route.

g. The contractor will sign out and return the necessary access keys from the COR daily. This project will require both hard and electronic keys and the contractor is responsible for all keys assigned. There is a fee of $120 to replace a lost or damaged electronic key. If a significant hard key is misplaced the contractor will be charged for the replacement of all cores that the key accesses to and for the replacement of all hard keys that are issued.

h. The C&A requirements do not apply, and a Security Accreditation Package is not required.

9. Administrative:

a. The contractor shall limit the number of vehicles on site during all phases of the project. The F-Lot is the dedicated contractor parking and mobile office staging area. This lot has limited space depending on the current active projects. Contractors and contractor employees may be required to carpool and park at the VA’s Cold Springs Road location located at 2669 Cold Springs Road, Indianapolis, IN 46222. This location is approximately a 2.5-mile, 6-minute drive from the Richard L. Roudebush Medical Center. The VA is not responsible if the contractor or their employees receive parking violations.

b. All communication from the contractor to the VA must be submitted and communicated through the COR.

c. The VA is not responsible for variability in the rate of price of goods or consumables used during demolition and construction of this project.

d. Meetings:

I. Daily Safety Meeting – Prior to each scheduled day of work II. Pre-Inspection Meeting – Prior to each Inspection III. Post-Inspection Meeting – No later than 3 weeks after inspection

10. References:

a. Roof Layout

b. Roof Tracker

c. VA Roof Inspection Checklist

36C25023Q1112

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General Information

Inspection Type:

Inspector Name:

Inspector Organization:

Inspection Date :

Building Number:

Roof Number:

Year of Installation (Est):

Verified Square Footage:

Asset Value/Sq ft:

Total Asset Value:

Warranty Exp Date:

Highlight Roof Location

Instruction to Roof Access:

Construction

Surface Material:

Roof System:

Ply Information:

Insulation Type:

Vapor Retardant:

Deck Type:

Drainage System:

Number of Drains/Scuppers:

Slope:

Perimeter Type:

Wall Type:

Coping Type:

Wall and Flashing Type:

Counterflashing Material:

Projection Flashing Type:

Overall Conditions Life Expectancy Good 0 - 1 Years Fair 1 – 3 Years Poor 3 – 5 Years Action Required 5 – 18 Years Current Condition

Overall Condition:

Life Expectancy:

Drain Conditions:

Leaks (Yes or No):

Number of Noted Deficiencies:

No Defects

Roof is clear of Debris

Drains are clear of Debris

Roof Drain Domes are secured and in good condition

No signs of physical roof damage

No signs of physical deformation

No exposed insulation

No water ponding

No Evidence of Water Stains

No signs of blistering

Repairs/patches remain in good condition

Roof is free of cracks

Roof is free of leaks

Roof is free of Fishmouth

Roof is free of Aligatioring

Caulking is present and in good condition

Coping stones are free of chips/cracks

Wall is free of holes, chips, or cracks

No holes or gaps between the flashing, roofing, wall, or coping stone

No cracks or crevices in any flashing around walls, curbs, equipment, or other penetrations

The roof is free of safety hazards

All components of equipment are securely fastened either the roof or the equipment itself

Tie off points are present where required and in good condition

Gutters and down spouts are properly attached and free of damage

Vents are unobstructed and free of debris

Lightning protection is secured to all equipment

Lightening protection is properly secured to the roof

Roof Sketch or Photos: = Location of Defect – Add Note of defect Detail

Roof Inspection Checklist Richard L. Roudebush VA Medical Center 1481 W. 10th Street, Indianapolis, IN 46202

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 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 PRODUCTS AND COMMERCIAL SERVICES 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 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' 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 this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.4 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.6 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (JAN 2023) (DEVIATION)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business certification status and their proposed use of eligible certified service-disabled veteran-owned small businesses (SDVOSBs) and certified veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible and certified service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the certified Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database on the SBA Veteran Small Business Certification Program portal at https://veterans.certify.sba.gov/ (see 13 CFR 128) and be otherwise eligible in accordance with SBA size standards for the acquisition and limitations on subcontracting requirements set forth in SBA regulations (see 13 CFR 121, 125 and 128.).

(c) Non-Veteran offerors proposing to use certified SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the certified SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.7 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more SDVOSBs or VOSBs for subcontract work of the same or similar value.

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.8 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…