S02 36C25025Q0402 GENERATOR LOAD BANK.docx

36C25025Q0402

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

610-25-3-6091-0051

07-10-2025 Wells, Cora R.

(317) 988-1505 07-16-2025 12:00

EDT

Department of Veterans Affairs Network Contracting Office 10 8888 Keystone Crossing Suite 325 Indianapolis IN 46240

X

811310 $12.5 Million

N/A

Department of Veteran Affairs VA Medical Center Northern Indiana Health Care System 1700 East 38th Street Marion IN 46953

Department of Veterans Affairs Network Contracting Office 10 8888 Keystone Crossing Suite 325 Indianapolis IN 46240

Department of Veterans Affairs Financial Management Center Invoices to be submitted electronically https://www.tungsten-network.com/ customer-campaigns/veteransaffairs

See CONTINUATION Page The Northern Indiana Health Care System (NIHCS) VA Medical Center located in Marion, Indiana requires a contractor to provide annual Generator Load Bank and Transfer Switch Testing and Maintenance in accordance with the Statement of Work.

Pricing shall as stated in the Schedule of Pricing.

This is an unrestricted requirement.

See CONTINUATION Page 610-3650162-6091-855100-2584 010050100

ONE(1)

Peart, Kristina L.

Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

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

Other Than System for Award Management, or [] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests. Tungsten Network: https://www.tungsten-network.com/customer-campaigns/veteransaffairs

5. SECURE FAX: All faxes in regard to this order 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. SUBMISSION OF OFFER:

3.) The Price/Cost Schedule, Section B 4.) 52.212-1, Instructions to Offerors--Commercial Items, Quote Submission Information 5.) 52.209-7, Information Regarding Responsibility Matters 6.) 52.212-3, Representations and Certifications, or valid completion in SAM is acceptable 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 13.5 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.

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor will perform Generator Load Bank Testing of generators annual maintenance of transfer switches in accordance with NFPA 110 EPSS Contract Period: Base POP Begin: 07-18-2025 POP End: 07-17-2026 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Contractor will perform Generator Load Bank Testing of generators annual maintenance of transfer switches in accordance with NFPA 110 EPSS Contract Period: Option 1 POP Begin: 07-18-2026 POP End: 07-17-2027 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Contractor will perform Generator Load Bank Testing of generators annual maintenance of transfer switches in accordance with NFPA 110 EPSS Contract Period: Option 2 POP Begin: 07-18-2027 POP End: 07-17-2028 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Contractor will perform Generator Load Bank Testing of generators annual maintenance of transfer switches in accordance with NFPA 110 EPSS Contract Period: Option 3 POP Begin: 07-18-2028 POP End: 07-17-2029 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

Contractor will perform Generator Load Bank Testing of generators annual maintenance of transfer switches in accordance with NFPA 110 EPSS Contract Period: Option 4 POP Begin: 07-18-2029 POP End: 07-17-2030 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J059 - Maintenance, Repair, and Rebuilding of Equipment - Electrical and Electronic Equipment Components

B.3 STATEMENT OF WORK

1. General Objective The Northern Indiana Healthcare System (NIHCS) requires Annual Generator Load Bank testing/maintenance and Annual Transfer Switch maintenance for 4 station generators and 24 transfer switches. Contractor shall provide all Emergency Power Standby Systems (EPSS) testing and annual maintenance in accordance with this Statement of Work (SOW), Veterans Health Administration (VHA), National Fire Protection Agency (NFPA), and Joint Commission (JC) standards, rules, and regulations.

2. Place of Performance Department of Veterans Affairs Veterans’ Health Administration Northern Indiana Healthcare System 1700 East 38th Street Marion, IN 46953

3. Period of Performance 7/18/2025 to 7/17/2026, with four (4) one-year options to extend services.

4. Work Hours Normal business hours are from 7:00 am to 5:00 pm, Monday through Friday, excluding Federal Holidays:

a) Federal Holidays are:

i. New Year’s Day

ii. Dr. Martin Luther King, Jr Day

iii. President’s Day

iv. Memorial Day

v. Juneteenth National Independence Day

vi. Independence Day

vii. Labor Day

viii. Columbus Day

ix. Veteran’s Day

x. Thanksgiving Day

xi. Christmas Day

xii. Any other day specifically declared by the President of the United States of America to be a national holiday.

5. Applicable Regulations The following regulations apply to this requirement:

a) VHA Directive 1028 (while expired, is still effective until replaced)Attached.

6. Scope

a) Contractor shall provide all necessary transportation, labor, equipment, supplies and materials required to perform the requirements of this contract.

b) Contractor shall provide annual generator testing and maintenance for the four (4) generators on station.

c) Contractor shall provide annual maintenance on all 24 transfer switches on station.

d) Contractor shall provide at minimum, annual testing and preventative maintenance on the following:

ENGINE LUBE SYSTEM

Inspect for Leaks

Repair Minor Leaks

Check Oil Level and Fill (up to 1 gallon)

ENGINE COOLING SYSTEM

Inspect for Leaks

Repair Minor Leaks

Check Belts and Hoses

Check Coolant Level and Fill (up to 1 gallon)

Check Coolant Freeze Point

Check Inhibitors (Nitrites)

Check Cooling Loop Strainer for Obstruction (if applicable)

Inspect Cooling System for Obstructions

Inspect Radiator /Heat Exchanger Cap

Inspect Pulleys for Excessive Wear

Pressure Test System (if required)

Lubricate Fan Drive

ENGINE AIR SYSTEM

Inspect Air Cleaner

Check Air Cleaner Indicator for Proper Operation

Check Intake System for Damage or Loose Connections

Service Crank Case Breather Systems

Service Air Box Drains (if applicable)

ENGINE FUEL SYSTEM

Inspect for Leaks

Repair Minor Leaks

Check Fuel Level

Check for Water in Fuel

Drain Water from Water Separator

Check Day Tank Pump and Alarms for Proper Operation

Inspect and Lubricate Governor Linkage

Check Governor Oil Level and Add if Needed (if applicable)

ENIGINE ELECTRICAL SYSTEM

Check Condition of Cables, Wiring, Loom, Straps and Connections

Check Engine Alternator

Inspect Ignition System-Gas Engines only (if applicable)

Check General Condition of Batteries/Record Date Last Changed

Check Operation of all Unit Heaters (Oil, Coolant, Battery)

Check Electrolyte Levels

Clean Battery Posts/Cables and Apply Corrosion Inhibitor

Load Test Batteries

Inspect and Test Battery Charger(s) for High and Low Rate and Alarms (if applicable)

Check Battery Static Charge

Test Starter Drop

AC GENERATOR

Inspect Guard for Loose or Missing Parts

Inspect AC Connections for Tightness

Inspect Exciter and Brushes/Slip Rings

Inspect Generator Bearing

Lube Generator-Bearing (external access only)

TEST GENERATOR WITHOUT LOAD

Inspect Louvers and Duct Work

Inspect Vibration Isolators

Check for Abnormal Noise

Check for Excessive Crankcase Discharge

Check Governor Response

Check for Operation of Remote Equipment (fan motors, valves, pumps and louvers)

ENGINE EXHAUST SYSTEM

Check Exhaust Systems for Leaks

Inspect Exhaust Outlet Protection

Drain Condensation Trap (if accessible)

Check for Broken or Missing Hardware

Check for Engine Wet Stacking

ENGINE INSTRUMENTATION

Check All Instruments and Lamps for Proper Operation

Inspect the Remote Annunciator (if applicable)

Check Hour Meter Operation

Check Tachometer

Check Hours

Check Hot PSI

Check Cold PSI

Engine Coolant Temperature

Voltmeter

Ammeter

AC INSTRUMENTATION

Check and Record AC voltage and Adjust as necessary

Check and Record AC Frequency

ENGINE PROTECTION SYSTEM

Check Over Crank Device(s) for Proper Operation

Test Low Oil Pressure Shutdown Operation

Test High Water Temperature Shutdown Operation

Check Over Speed Shutdown Operation

Test Pre-Alarms (if applicable)

Check Instrument Panel Emergency Alarm and Lights for Proper Operation

SWITCHGEAR / AUTOMATIC TRANSFER SWITCH – LEVEL 1

Inspect General Cleanliness (interior/exterior)

Inspect for Signs of Moisture

Inspect Lugs, Terminals, Connections and Wiring

Check Audio Signaling (if applicable)

Check Indicating Lights

MISCELLANEOUS

Wipe Down Engine and Valve Covers

Return All Controls to Normal Operating Positions

General Condition of Generator Set and Room

Complete and Supply All Inspection Documentation

7. Work Requirements

a) Generators

i. Equipment list can be found in Attachment D.1

ii. Contractor shall perform annual load bank testing stationary generators.

A. Tests shall be performed in accordance with NFPA 110 EPSS for a duration not less than four (4) hours.

B. First hour shall be tested at 30%.

C. Second and third hour shall be tested at 50%.

D. Fourth hour shall be tested at 75%.

E. Contractor shall wear for the duration of all testing the appropriate Personal Protective Equipment (PPE).

F. Contractor shall ensure all connections are tightened to manufacturer specifications.

G. Contractor shall remove all debris on a daily basis.

b) Transfer Switches

i. Equipment list can be found in Attachment D.1.

A. Tests shall be performed in accordance with NFPA 110 EPSS.

B. Contractor shall ensure all connections are tightened to manufacturer specifications.

C. Contractor shall remove all debris on a daily basis.

c) Results:

i. Provide one (1) hard copy and one (1) digital copy of all test results.

ii. Results shall include at a minimum:

A. Date testing was conducted.

B. Date when any maintenance was performed.

C. Duration of testing.

D. Identification of Person(s) conducting testing and maintenance.

E. Testing results of all generators and transfer switches.

F. Notation of any unsatisfactory condition and the corrective action(s) taken, including parts replaced.

G. Testing of any repair in the time recommended by the manufacturer.

8. Electronic Invoice Submission 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:

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 this website: http://www.tungsten-network.com/customer-campaigns/veterans-affairs-us/ to enroll in the program and begin submitting the electronic invoices, free of charge.

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 Web site http://www.x12.org

The Contractor shall contact FSC at the phone or email address listed below with any questions about the e-invoicing program or Tungsten Network:

a) OB10 e-Invoice Setup Information: 1-877-489-6135

b) OB10 e-Invoice email: VA.Registration@ob10.com

c) FSC e-Invoice Contact Information: 1-877-353-9791

d) FSC e-Invoice email: vafsccshd@va.gov

9. Billing and Invoicing Requirements In accordance with this contract order, all services shall be billed annually in arrears.

A proper invoice that is submitted for payment, shall be accepted and certified for payment if:

a) Annual invoice is submitted in arrears, no later than the 20th workday of the following month of services were complete for the year.

b) 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:

i. Name and Address of Contractor

ii. Invoice Date and Invoice Number

iii. Contract Number and Contract Order Number

iv. Purchase Order Number

v. Date range of the services provided

vi. Description of Services provided

vii. Rate for services as established in the contract monthly cost.

viii. Quantity of Services provided

ix. Total Invoice Cost

c) Certifying Official shall confirm the information in the submitted 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 statement as to why the invoice was refused.

ii. Contractor shall make corrections and resubmit using a separate invoice number.

10. Administrative Information

a) Contracting Responsibilities The Contracting Officer is the only person authorized to approve changes or modify any of the requirements of this contract.

The Contractor shall communicate with the Contracting Officer on all matters pertaining to the contract administration.

Only the Contracting Officer is authorized to make commitments or issue any modification to include but not limited to:

i. Terms affecting price, or

ii. Terms affecting quality or quantity of the performance of this contract.

The Contracting Officer shall resolve complaints concerning Contractor relations with the Government, government employees or patients.

The Contracting Officer is the final authority on validating complaints.

In the event that the Contractor effects any such change at the direction of any person other than the Contracting Officer without prior authority, no adjustment shall be made in the contract price to cover an increase in costs incurred as a result thereof.

In the event that the procured services on this contract do not meet the VA’s quality and/or safety expectations, the best remedy shall be implemented, to include but not limited to a targeted and time limited performance improvement plan, increased monitoring of the contracted services; consultation or training for Contractor personnel to be provided by the VA; replacement of the personnel and/or renegotiation of the contract terms or termination of the contract.

b) Annual Office of Inspector General (OIG)

In accordance with HIPAA and the Balanced Budget Act (BBA) of 1977, the Department of Health and Human Services (HHS) Office of Inspector General (OIG) has established a list of parties and entities excluded from Federal health care programs. Specifically, the listed parties and entities shall not receive Federal Health Care program payments due to fraud and/or abuse of the Medicare and Medicaid programs.

Therefore, Contractor shall review the HHS OIG List of Excluded Individuals/Entities on the HHS OIG web site at http://oig.hhs.gov/exclusions/index.asp to ensure that the proposed technician(s) are not listed. Contractor shall note that any excluded individual or entity that submits a claim for reimbursement to a Federal health care program, or causes such a claim to be submitted, shall be subject to a Civil Monetary Penalty (CMP) for each item or service furnished during a period that the person was excluded and shall also be subject to treble damages for the amount claimed for each item or service. CMP’s shall also be imposed against the Contractor that employ or enter into contracts with excluded individuals to provide items or services to Federal program beneficiaries.

36C25025Q0402

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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 30 days before the contract expires.

(End of Clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days before the contract expires; 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 five (5) years and six (6) months.

(End of Clause)

C.4 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 09/30/2025. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 09/30/2025, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.5 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.6 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.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 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):

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

(End of Clause)

(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 (JAN 2025) (DEVIATION FEB 2025)

(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. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[N/A] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[N/A] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[N/A] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[N/A] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[N/A] (6) [Reserved] [N/A] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[N…