36C25025Q0170.pdf

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

583-25-2-669-0017

36C25025Q0170 01-17-2025

Sims, Tiera (216) 447-8300 x49576 01-31-2025 12pm EST

36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490

Independence OH 44131

X

811310

$12.5 Million

N/A

X

Department of Veterans Affair Richard L. Roudebush VAMC 1481 W. 10th Street Engineering Service Indianapolis IN 46202

36C250

Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490

Independence OH 44131

36C250

Department of Veterans Affairs Financial Services Center Invoices to be Submitted Electronically www.ob10.com/us/en/veterans-affairs// e-Invoice Setup Info Phone 877-489-6135 TX 78714-9971

See CONTINUATION Page

Contractor shall provide ongoing preventative maintenance for the Uninterruptible Power Supply (UPS) devices at multiple facilities, in accordance with the Statement of Work.

This procurement is being conducted under FAR 12 & 13.

The base year period is 02/07/25-02/06/26 with four (4) option year periods, exercisable at the government's discretion.

All questions will be answered via solicitation amendment and must be submitted by Wednesday January 29, 2025 at 12pm EST.

No phone calls will be accepted.

Quote submissions are due by Friday January 31, 2025 at 12pm EST.

See CONTINUATION Page

X X

Tiera Sims Contracting Officer

36C25025Q0170

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES

SECTION B ‐ CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 ELECTRONIC INVOICE SUBMISSION AND INVOICING

B.3 STATEMENT OF WORK

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

SECTION C ‐ CONTRACT CLAUSES

C.1 52.212‐4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2023)

C.2 52.217‐8 OPTION TO EXTEND SERVICES (NOV 1999)

C.3 52.217‐9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

C.6 VAAR 852.219‐70 VA SMALL BUSINESS SUBCONTRACTING PLAN MINIMUM REQUIREMENTS

(JAN 2023) (DEVIATION)

C.7 VAAR 852.219‐75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF

COMPLIANCE FOR SERVICES AND CONSTRUCTION (JAN 2023) (DEVIATION)

C.8 VAAR 852.232‐72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

C.9 VAAR 852.242‐71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

C.10 52.252‐2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.11 52.212‐5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2024)

SECTION D ‐ CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

ATTACHMENT 1: USDOL SERVICE CONTRACT LABOR STANDARDS WAGE DETERMINATION

INFORMATION

SECTION E ‐ SOLICITATION PROVISIONS

E.1 52.212‐1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (SEP 2023)

E.2 52.204‐29 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT ORDERS—

REPRESENTATION AND DISCLOSURES (DEC 2023)

E.3 52.252‐1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

E.4 52.212‐2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV

2021)

E.5 52.212‐3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (MAY 2024)

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:

a. CONTRACTOR: Name:

Address:

City, State, Zip:

Telephone Number:

Fax Number:

E‐mail address:

SAM UEID:

b. GOVERNMENT: Department of Veterans Affairs

Network Contracting Office 10 (NCO10) Attn:

Tiera T. Sims, Contracting Officer

6100 Oaktree Blvd., Suite 490

Independence, OH 44131

Phone: (216) 447‐8300

E‐Mail: Tiera.Sims@va.gov

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

[X] 52.232‐33, Payment by Electronic Funds Transfer

[ ] 52.232‐34, Payment by Electronic Funds Transfer ‐ Other Than System for Award

Management, or

[ ] 52.232‐36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly [ ]

b. Semi‐Annually [ ]

c. Other [X] Monthly to: https://www.tungsten‐network.com/customer‐ campaigns/veteransaffairs

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‐ campagns/veteransaffairs

5. 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

4. 52.212‐3, Representation and Certifications, or valid completion in SAM is acceptable.

5. The offeror shall complete, sign and return the certification at VAAR 852.219‐75 VA

Notice of Limitations on Subcontracting ‐ Certificate of Compliance for Services and

Construction, with their quote. The Government may not consider offers for award from quoters that do not submit the certification and the quote will be deemed ineligible for evaluation and award.

b. Information shall be received by the date and time specified in Block 8 and 20 of the SF1449 in order to be considered for award.

c. Offeror is required to be registered in SAM when submitting an offer or quotation and shall continue to be registered until time of award, during performance, and through final payment of any contract, resulting from this solicitation. Offerors who do not comply with this requirement will not be considered for award. Offerors can register in SAM at https://www.sam.gov.

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

e. Offers will be emailed to the POC in 1.b.

f. Simplified Acquisition Procedures of FAR 12 and 13 are being used to conduct the procurement.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of Amendments to the

Solicitation numbered and dated as follows:

AMENDMENT NO DATE

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.

2. 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

3. 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:

a. Tungsten e‐Invoice Setup Information: 1‐877‐489‐6135

b. Tungsten e‐Invoice email: VA.Registration@Tungsten‐Network.com

c. FSC e‐Invoice Contact Information: 1‐877‐353‐9791

d. 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 STATEMENT OF WORK

1.0 Background

The Richard L. Roudebush VA Medical Center requires ongoing preventive maintenance services for its Uninterruptible Power Supply (UPS) devices and their associated batteries to ensure uninterrupted power for critical medical equipment and systems. Regular maintenance is crucial to prevent power disruptions that could impact patient care and safety.

2.0 Scope

The contractor shall provide all personnel, equipment, tools, materials, supervision, and other items and services necessary to perform quarterly preventive maintenance of UPS devices and their associated batteries at the Richard L. Roudebush VA Medical Center and its associated properties throughout the state of Indiana. This includes scheduled maintenance, reporting, and providing recommendations for repairs or replacements when needed.

3.0 Objectives

The objectives of this contract are:

To ensure uninterrupted power supply for critical systems at the Indianapolis VA Medical Center and associated properties by maintaining the UPS devices and their batteries in optimal working condition.

To perform preventive maintenance according to the Original Equipment Manufacturer (OEM) specifications and industry standards.

To ensure compliance with all applicable VA policies, federal regulations, and industry standards.

4.0 Performance Requirements

The contractor shall perform the following tasks:

4.1 Preventive Maintenance

Contractor shall perform quarterly preventive maintenance on all UPS devices and associated batteries listed in Appendix A. Maintenance shall include but is not limited to:

o Visual inspection of the UPS and battery systems.

o Ambient Temperature & Humidity Check, Clearances, Installation, Application &

Location o Cleaning and tightening of all electrical connections.

o Testing of UPS systems and batteries to verify proper operation and capacity.

o Load testing to ensure UPS devices and batteries can handle power loads per manufacturer’s specifications.

o Checking battery health, voltage levels, and internal resistance.

o Document and report any issues or potential failures identified during maintenance.

4.2 Additional Repairs and Parts Costs

Any additional repairs, replacement of batteries, or purchase of parts not covered under normal preventive maintenance shall receive prior written approval from the Contracting Officer’s Representative (COR) before any work can be performed or parts purchased. This includes any repairs identified during preventive maintenance that go beyond the standard maintenance scope.

Provide a detailed cost estimate for parts and labor for any additional repairs or replacements requiring approval.

4.3 Reporting and Documentation

Contractor shall provide a maintenance report within five (5) business days following each quarterly preventive maintenance visit. The report shall include:

o Detailed findings, including any issues or concerns noted during inspection and testing.

o Actions taken during maintenance.

o Recommendations for repairs or replacements, including those requiring COR approval.

Contractor shall submit a quarterly performance report summarizing all activities, including preventive maintenance and any recommendations.

5.0 Deliverables

Deliverable Frequency Due Date

Preventive Maintenance Report Quarterly Within 5 business days post‐maintenance

Quarterly Performance Report Quarterly By the 10th of the following quarter

6.0 Period of Performance

The period of performance for this contract shall be one (1) base year starting January 1, 2025 through December 31, 2026, with four (4) option years exercisable at the government’s discretion.

7.0 Place of Performance

All services shall be performed at the following locations:

Richard L. Roudebush VA Medical Center, located at 1481 W 10th St, Indianapolis, IN 46202.

Indianapolis VA Medical Center Community‐Based Outpatient Clinics (CBOCs) throughout

Indiana.

Other properties belonging to the Indianapolis VA Medical Center within the state of Indiana.

The contractor shall be responsible for providing services at all designated sites as specified by the VA, including both urban and rural locations.

8.0 Government‐Furnished Property and Services

The government will provide access to all UPS and battery locations and necessary site access permissions to complete the required services. The government will also provide any existing documentation related to UPS systems and batteries.

9.0 Security and Safety Requirements

The Contractor's employees shall wear visible identification and company uniforms approved by the

COR at all times while on the premises of the VAMC. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section or from the COR. The VAMC will not invalidate or make reimbursement for parking violations of the

Contractor under any conditions. Smoking is prohibited inside any buildings at the VAMC. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of

VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court. The Certification and Accreditation (C&A) requirements do not apply, and a Security Accreditation Package is not required.

Appendix A: List of UPS Devices

1. UPS Device 1

Model: Medicanix MCS4480MS

Serial: MCSHQ2214X9XYK.01.23

Location: Lafayette CBOC, 940 Park E Blvd, Lafayette, IN 47905

2. UPS Device 2

Model: Medicanix MCS4480MS

Serial: MCSHQ22294MRZ7.01.23

Location: Terre Haute CBOC, Pharmacy, Room 300, 5080 Bill Farr Drive, Terre Haute, IN

47803

3. UPS Device 3

Model: Medicanix MCS4480MS

Serial: MCSHQ2230GNWAY.0 1.23

Location: Shelbyville CBOC, 2158 Intelliplex Dr #200, Shelbyville, IN 46176

4. UPS Device 4

Model: Medicanix MCS4480MS

Serial: MCSHQ2214MYCVQ.0 1.23

Location: Terre Haute CBOC, Pharmacy, Room 300, 5080 Bill Farr Drive, Terre Haute, IN

47803

5. UPS Device 5

Model: Medicanix MCS4480MS

Serial: MCSQUA485021100.01.23

Location: Martinsville CBOC, 2200 John R Wooden Dr, Martinsville, IN 46151

6. UPS Device 6

Model: Medicanix MCS4480MS

Serial: MCSHQ2214XVWR2.01.23

Location: Terre Haute CBOC, Eye Clinic, Room 209, 5080 Bill Farr Drive, Terre Haute, IN

47803

7. UPS Device 7

Model: Medicanix MCS4480MS

Serial: MCSHQ2214YK4HN.01.23

Location: Bloomington CBOC, SUITE A, 2100 Liberty Dr, Bloomington, IN 47403

8. UPS Device 8

Model: Medicanix MCS4480MS

Serial: MCSHQ22292ANCR.01.23

Location: Terre Haute CBOC, POD 1, 5080 Bill Farr Drive, Terre Haute, IN 47803

9. UPS Device 9

Model: Medicanix MCS4480MS

Serial: MCSHQ2230MNA26.01.23

Location: Terre Haute CBOC, POD 2, 5080 Bill Farr Drive, Terre Haute, IN 47803

10. UPS Device 10

Model: Medicanix MCS4480MS

Serial: MCSHQ2230XUKQX.01.23

Location: Lafayette CBOC, 940 Park E Blvd, Lafayette, IN 47905

11. UPS Device 11

Model: ACDEF40.0‐20Y

Serial: 3204001‐1620001

Location: Richard L. Roudebush VAMC, OIT Phone room, 1481 W 10th Street, Indianapolis, IN 46202

12. UPS Device 12

Model: SY10F500KMBR

Serial: QD1547222378

Location: Richard L. Roudebush VAMC, APC Rm C‐B017, 1481 W 10th Street, Indianapolis, IN 46202

13. UPS Device 13

Model: 4400F3F800XA

Serial: 170102079

Location: Richard L. Roudebush VAMC, Toshiba UPS Rm C‐B027, 1481 W 10th Street, Indianapolis, IN 46202

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1.00 YR __________________ __________________

Ongoing Preventive Maintenance services for Uninterruptible Power Supply (UPS) Devices Contract Period: Base POP Begin: 02‐07‐2025 POP End: 02‐06‐2026 PRINCIPAL NAICS CODE: 811310 ‐ Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J065 ‐ Maintenance, Repair, and Rebuilding of Equipment ‐ Medical, Dental, and Veterinary Equipment and Supplies

Power Supply (UPS) Devices Contract Period: Option 1 POP Begin: 02‐07‐2026 POP End: 02‐06‐2027 PRINCIPAL NAICS CODE: 811310 ‐ Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J065 ‐ Maintenance, Repair, and

Power Supply (UPS) Devices Contract Period: Option 2 POP Begin: 02‐07‐2027 POP End: 02‐06‐2028 PRINCIPAL NAICS CODE: 811310 ‐ Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J065 ‐ Maintenance, Repair, and

Power Supply (UPS) Devices Contract Period: Option 3 POP Begin: 02‐07‐2028 POP End: 02‐06‐2029 PRINCIPAL NAICS CODE: 811310 ‐ Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J065 ‐ Maintenance, Repair, and

Power Supply (UPS) Devices Contract Period: Option 4 POP Begin: 02‐07‐2029 POP End: 02‐06‐2030 PRINCIPAL NAICS CODE: 811310 ‐ Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J065 ‐ Maintenance, Repair, and

GRAND TOTAL __________________

SECTION C ‐ CONTRACT CLAUSES

C.1 52.212‐4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2023)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any

Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the

Contractor may not assign its rights to receive payment under this contract.

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

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

The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232‐33, Payment by Electronic Funds

Transfer—System for Award Management, or 52.232‐34, Payment by Electronic Funds Transfer—Other

Than System for Award Management), or applicable agency procedures.

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

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of

Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act

(31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41

U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six‐month period as fixed by the Secretary until the amount is paid.

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

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

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

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

Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the

Contracting Officer (see 32.607‐2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in

FAR 32.608‐2 in effect on the date of this contract.

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the

Government using its standard record keeping system, have resulted from the termination. The

Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the

Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the

Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31

U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C.

chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212‐5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the

Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti‐Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

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

(End of Clause)

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 52.217‐8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 90 days.

(End of Clause)

C.3 52.217‐9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 90 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the

Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed one (1) year.

(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 852.219‐70 VA SMALL BUSINESS SUBCONTRACTING PLAN MINIMUM REQUIREMENTS (JAN

2023) (DEVIATION)

(a) This clause does not apply to small business concerns.

(b) If the offeror is required to submit an individual subcontracting plan, the minimum goals for award of subcontracts to certified service‐disabled veteran‐owned small business and certified veteran‐owned small business SDVOSB/VOSB shall be at least commensurate with the Department’s annual

SDVOSB/VOSB subcontracting goals.

(c) For a commercial plan, the minimum goals for award of subcontracts to SDVOSB/ VOSB shall be at least commensurate with the Department’s annual service‐disabled veteran‐owned small business and veteranowned small business subcontracting goals for the total value of projected subcontracts to support the sales for the commercial plan.

(d) To be credited toward goal achievements, SDVOSB/VOSBs must be certified and listed in the SBA certification database 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).A contractor may reasonably rely on a subcontractor’s status as shown in the SBA certification database as of the date of subcontract award, provided the contractor retains records of the results of the SBA certification database query.

(e) The Contractor shall annually submit a listing of SDVOSB/VOSB (for which credit toward goal achievement is to be applied) for review by personnel in the Office of Small and Disadvantaged Business

Utilization. Use VA Form 0896A, Report of Subcontracts to Small and Veteran‐Owned Business.

(f) 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 852.219‐75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF

COMPLIANCE FOR SERVICES AND CONSTRUCTION (JAN 2023) (DEVIATION)

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

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

(i) [X] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified

SDVOSB/VOSB subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service as set forth in 13 CFR

125.6.

(ii) [N/A] General construction. In the case of a contract for general construction, the contractor will not pay more than 85% of the amount paid by the government to it to firms that are not certified

SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified

SDVOSB/VOSB subcontractor further subcontracts will count towards the 85% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(iii) [N/A] Special trade construction contractors. In the case of a contract for special trade contractors, the contractor will not pay more than 75% of the amount paid by the government to it to firms that are not certified SDVOSBs listed in the SBA certification database as set forth in 852.219–73 or certified VOSBs listed in the SBA certification database as set forth in 852.219–74. Any work that a similarly situated certified SDVOSB/VOSB subcontractor further subcontracts will count towards the 75% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(2) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an

Agency of the United States. The offeror further acknowledges that this certification is subject to Title

18, United States Code, Section 1001, and, as such, a false, fictitious, or fraudulent certification may render the offeror subject to criminal, civil, or administrative penalties, including prosecution.

(3) If VA determines that an SDVOSB/ VOSB awarded a contract pursuant to 38 U.S.C. 8127 did not act in good faith, such SDVOSB/VOSB shall be subject to any or all of the following:

(i) Referral to the VA Suspension and Debarment Committee;

(ii) A fine under section 16(g)(1) of the Small Business Act (15 U.S.C. 645(g)(1)); and

(iii) Prosecution for violating 18 U.S.C. 1001.

(b) The offeror represents and understands that by submission of its offer and award of a contract it may be required to provide copies of documents or records to VA that VA may review to determine whether the offeror complied with the limitations on subcontracting requirement specified in the contract. Contracting officers may, at their discretion, require the contractor to demonstrate its compliance with the limitations on subcontracting at any time during performance and upon completion of a contract if the information regarding such compliance is not already available to the contracting officer. Evidence of compliance includes, but is not limited to, invoices, copies of subcontracts, or a list of the value of tasks performed.

(c) The offeror further agrees to cooperate fully and make available any documents or records as may be required to enable VA to determine compliance with the limitations on subcontracting requirement.

The offeror understands that failure to provide documents as requested by VA may result in remedial action as the Government deems appropriate.

(d) Offeror completed certification/fill‐in required. The formal certification must be completed, signed and returned with the offeror’s bid, quotation, or proposal. The Government will not consider offers for award from offerors that do not provide the certification, and all such responses will be deemed ineligible for evaluation and award.

Certification

I hereby certify that if awarded the contract, [insert name of offeror] will comply with the limitations on subcontracting specified in this clause and in the resultant contract. I further certify that I am authorized to execute this certification on behalf of [insert name of offeror].

Printed Name of Signee: ___________

Printed Title of Signee: _____________

Signature: ____________

Date: ______________

Company Name and Address: _______________

(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 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.9 VAAR 852.242‐71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.10 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

FAR Number Title Date

52.204‐13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204‐18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE AUG 2020

(End of Addendum to 52.212‐4)

C.11 52.212‐5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2024)

(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 products and commercial services:

(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. 113‐235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment.