36C25026Q0129_1.docx

36C25026Q0129 Fuel Quality Maintenance/Resupply Services Ann Arbor VA Medical Center

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

36C25026Q0129 12-03-2025 Cierra S. Joshua 734-222-7154 12-11-2025 5:00pm

EST

36C250 Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive, Ste. M2200 Ann Arbor MI 48105 X X 562910 $25 Million N/A X 36C506 Department of Veterans Affair VA Ann Arbor Healthcare System

WAREHOUSE

2215 Fuller Road Ann Arbor MI 48105 36C250 Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive, Ste. M2200 Ann Arbor MI 48105

Department of Veterans Affairs Financial Services Center Invoices To Be Submitted Electronically https://www.tungsten-network.com/ customer-campaigns/veteransaffairs 877-353-9791 512-460-5429 See CONTINUATION Page The contractor shall provide an offer for Diesel Fuel Maintenance Service and Supply in accordance with the Statement of Work and the Price/Cost Schedule.

Anticipated period of performance: 12/16/2025 - 12/15/2026.

There will be four, one-year option periods available.

Fuel Report Sample include, offeror(s) note that cloud point testing is a new requirment in accordance with the statement of work.

Contractor Personnel are required to complete the following mandatory annual training: TMS 10204 Privacy & HIPPA, TMS 10176 VA Privacy & Information and Security Rules of Behavior.

See CONTINUATION Page X X X Cierra S. Joshua Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: ___________________________________

POC: _________________________

Phone: __________________ Email: _____________________________

UEI:

b. GOVERNMENT: Contracting Officer 36C250 Cierra S. Joshua

Department of Veterans Affairs Network Contracting Office 10 24 Frank Lloyd Wright Drive, Ste. M2200 Ann Arbor MI 48105

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

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

B.2 STATEMENT OF WORK (SOW)

I. SCOPE OF WORK:

The Contractor shall provide all parts, materials, labor, supervision, equipment, technical manuals and transportation necessary to perform Fuel Quality Maintenance and Fuel Resupply Services for the underground fuel storage tanks, located at the Veteran’s Affairs Ann Arbor Healthcare System (VAAAHS), 2215 Fuller Road, Ann Arbor, MI 48105.

The contract will have a base year and four option years.

The base year maintenance and fuel resupply service will consist of a one-time tank jet cleaning (mechanical cleaning); one-time fuel polishing and filtering; semi-annual water remediation and bottom cleaning; an annual fuel stabilization treatment; and an initial baseline fuel quality test.

The base year fuel resupply services will consist of a one-time fuel delivery during the performance period and will be accordance with the contract schedule and requirements.

All base year service requirements shall be completed within sixty days of contract award, with exception of the semi-annual requirements. The COR may withhold partial payment for unperformed services.

The contract will have four option years. Each option year will consist of semi-annual water remediation and bottom cleaning; an annual fuel stabilization treatment; and an annual fuel quality test. The option year fuel resupply services will consist of a one-time fuel delivery during the performance period and will be accordance with the contract schedule and requirements.

The option year performance elements will be scheduled to establish twelve-month intervals between corresponding activities. This Contract is for Open Bid.

II. CONFORMANCE STANDARDS:

All services provided under this contract must be performed in conformance with guidelines published by the National Fire Protection Agency (NFPA), ASTM International (ASTM), The Joint Commission Environment of Care and Life Safety Standards, Occupational Safety and Health Administration (OSHA), and Original Equipment Manufacturer standards and specifications.

III. HOURS OF WORK:

A. Prior to any services take place, contractors Field Service Representative must check in with Bld. 32 (Energy Center) personnel and have a qualified (In-House) UST operator present at all times.

B. Hours of Work for fuel maintenance services are defined as Monday through Friday from 7:00 a.m. to 3:30 p.m., excluding federal holidays or as otherwise arranged with the Contracting Officer Technical Representative.

C. The 11 holidays observed by the Federal Government are New Year's Day, Martin Luther King Day, President's Day, Memorial Day, Juneteeth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. Also, any other day declared by the President of the United States to be a national holiday.

D. Work performed outside of normal working hours of coverage at the request of the Contracting Officer or Contracting Officer's Technical Representative shall be billed separately.

IV. EQUIPMENT SCHEDULE

A. Tank No. 1: 25,000 Gallon Capacity, Double Wall, Interstitially Monitored Tank serving Boiler Equipment. Services Boilers B. Tank No. 2: 25,000 Gallon Capacity, Double Wall, Interstitially Monitored Tank 36C25021C0051 serving Boiler Equipment. Services Boilers C. Tank No. 3: 25,000 Gallon Capacity, Double Wall, Interstitially Monitored Tank serving Boiler Equipment. Services Boilers D. Tank No 4: 25,000 Gallon Capacity, Double Wall, Interstitially Monitored Tank serving Emergency Power Supply System Diesel Generators.

E. Tank 900 KW (Bldg. 15): 4,000 Gallon Capacity, Double Wall, Interstitially Monitored Tank serving Emergency Power Supply System Diesel Generators.

F. Tank 500 KW (Bldg. 32): 3,000 Gallon Capacity, Double Wall, Interstitially Monitored Tank serving Emergency Power Supply System Diesel Generators.

V. FUEL MAINTENANCE SERVICES:

The Contractor shall perform fuel maintenance services on all Fuel Storage Tanks listed in the Equipment Schedule. Service shall be scheduled and coordinated with the Contracting Officer Technical Representative. Fuel maintenance service procedures shall be in accordance with the published OEM guidance for the equipment listed in the schedule. A written Field Service Report detailing work performed, days and times of service, names of service team members, any noted deficiencies, and recommendations shall be supplied to the Contracting Officer Technical Representative at the completion of each fuel maintenance service procedure. Fuel maintenance service procedures shall include the following:

A. One-Time Tank Jet Cleaning/ Mechanical Cleaning (Base Period only)

i. This is a one-time mechanical cleaning at the prior to fuel testing and UST fuel deliveries. The tank cleaning shall be conducted, whether mechanical or manual (inside tank), to ensure removal of all material adhering to the tank and components. Contractor will be required to obtain all necessary permits, if applicable (i.e. confined space entry).

ii. The contractor shall perform a pre-treatment of UST tank/fuel prior to jet cleaning/mechanical cleaning in order to start to dissolve the built up "coke" on the sides and equipment inside the tank. After the tank is pre-dosed the fuel is pumped out and the "coke" that is typically built up on the sides of the tank and equipment is now liquefied and able to be sprayed down and extracted during the tank cleaning process.

B. One-Time Fuel Polishing and Filtering (Base Period Only)

i. This is a one-time fuel polishing and filtering that will be conducted in conjunction with the tank jet cleaning/mechanical cleaning and allow for a clean supply of fuel. Entire supply of fuel shall be passed three (3) times through a polishing filtration system not exceeding 4 microns to ensure all contaminates & water are removed.

C. Semi-Annual Water Remediation/Bottom Cleaning (Base and all option periods)

i. All fuel storage tanks will be kept in a clean and dry condition. Water remediation/bottom cleaning will be conducted twice during the performance period.

ii. Schedule: The first performance of water remediation/bottom cleaning will be in conjunction with elements of paragraph A and B, and the second water remediation/bottom cleaning will be performed six months after the first performance.

iii. Contractor shall be responsible for any hazardous waste disposal, environmental fees and hauling permits.

D. Annual Fuel Stabilization Treatments (Base and all option periods)

i. Contractor shall provide fuel stabilization treatments to ensure all elements of the fuel quality testing (section 5.b) are within acceptable limits (according to the specified ASTM tests limits for D975). In addition to maintaining all elements of the fuel quality tests listed in section 5.b, ensuring there is no bacterial growth, Cetane above 40, and no significant decrease in lubricity are required.

ii. Schedule: The base year annual fuel stabilization treatment shall be performed after delivery of clean fuel described in paragraph “VI. Fuel Resupply Services” and before “subparagraph F. Fuel Quality Testing.”

Option year stabilization treatments shall be performed 12 months after the base year treatment. The subsequent treatments dosages shall be based on the results of the most recent fuel quality test, industry standards, and tailored to meet OEM guidelines.

iii. Contractor shall supply all MSDS sheets for the chemicals used for fuel stabilization.

E. Fuel Quality Testing

i. All fuel quality testing, analysis, and certification of no. 2 diesel fuel quality stored in tanks throughout the Veterans Administration Healthcare System - Ann Arbor (VAHS-AA), shall be sampled to the American Society for Testing and Materials (ASTM) standards. Testing is required in order to ensure conformity of the fuel, that it is suitable for their intended uses, and to make certain it is not compromised. The test sample should be a composite of four equal parts taken from various levels of the tank – bottom, low middle, high middle, and top. Fuel quality testing and reporting will be conducted once all other Fuel Maintenance Services and Fuel Resupply Services are complete.

ii. Lab testing shall include the following ASTM certified tests:

a. WATER CONTENT – ASTM D1744

b. SEDIMENT & WATER – ASTM D1796

c. API GRAVITY – ASTM D287

d. FLASH POINT – ASTM D93

e. SULFUR – ASTM D5453 or ASTM D2622

f. CETANE INDEX or CETANE NUMBER (depends on results) – ASTM D613 or ASTM D6890

g. APPEARANCE – VISUAL

h. 90% DISTILLATION RECOVERY – ASTM D86

i. 50% DISTILLATION RECOVERY – ASTM D86

j. MICROBIAL – ORGANISMS PER ML

k. CORROSION COPPER STRIP – ASTM D130

l. PARTICLE COUNT – ASTM D6217

m. ACCELERATED FUEL OIL STABILITY (THERMAL STABILITY) –

ASTM D6468

n. OXIDATIVE STABILITY – ASTM D7545 OR ISO 12205

o. Cloud Point Testing – ASTM D2500 is primary method or ASTM D7346, ISO 3015 and the optical method ASTM D5711 could be used.

iii. Schedule: The base year Fuel Quality Testing and reporting shall be performed at the completion of all other fuel maintenance elements detail in paragraphs A though D. The option year Fuel Quality Testing and reporting shall occur at the completion of tasks detailed in paragraphs C and D.

a. Base period services/testing: Fuel Maintenance Services outlined in paragraphs V.(A,) V.(B), V.(C) and V.(D).

b. Option period services/testing: Fuel Maintenance Services outlined in paragraphs V.(C) and V.(D)

F. The contractor shall furnish all necessary equipment, materials, labor, and supervision to adequately perform the specified services.

G. The contractor shall provide all services in accordance and compliant with the latest standards, rules, regulations, and laws, including but not limited to The Joint Commission (TJC) standard EC.02.05.07 EP 8, National Fire Protection Association (NFPA) 110-2010:8.3.8, and ASTM.

H. The Contractor shall notify the Contracting Officer of the existence or development of any defects in, or repairs to the equipment covered under this contract which the Contractor considers they are not responsible for under the terms of the contract (such as operator misuse).

I. All exceptions to the Preventive Maintenance Inspection schedule shall be arranged and approved in advance with the Contracting Officer.

VI. High Sulfur Fuel Remediation (Base period only. To be done prior to Fuel Resupply services):

A. Transfer 13,403 gallons of high sulfur fuel from tank 3 into Tanks 1, 2, & 4.

i. Empty tank will be gamma jet washed.

ii. All remaining tanks will be online in case of emergency.

iii. PRS is responsible for capturing, containing, storing, transporting and disposal of all fuel/water contaminants and will provide EPA number and non-hazardous waste manifest for your records.

B. Clean empty tank to remove residual waste and prepare for fresh ULSD.

i. The empty tank will be cleaned with a gamma jet system to remove buildup on the walls and tank surfaces.

ii. After washing the tank, it will be flushed with +/- 150 gallons of new ULSD to remove any water residue. This fuel will be disposed of with the tank rinseate.

iii.Vac truck services will be utilized to dispose of oily water waste. EPA number and nonhazardous waste manifest will be provided.

C. Refuel tank 3 to 90% capacity with new Ultra Low Sulfur Fuel (22,500 gallons).

i. New ULSD will be provided by local fuel provider company.

ii. Fuel manifests will be provided to confirm sulfur content below 15 ppm.

iii. Pricing for fuel will follow the formula provided below.

iv. PRS crews will ensure tank is not overfilled.

D. Treat fuel with Biocide & Fuel Stabilizing treatments.

i. Fuel will be treated with ILFC 1032 (stabilizing agent).Treatments is EPA approved and have been developed for ULSD that is stored for long periods of time. MSDS information will be attached for reference.

E. Provide Lab analysis on new fuel meeting ASTM D 975 standards.

i. Fuel Sample will be taken after delivery and tested to ASTM standards.

ii. Lab report will be provided in 10-12 business days. The Fuel Report will include photos of the sample, detailed lab reports showing testing parameters and identifying anything out of limits. (Sample report attached) API Gravity (ASTM D7777) Appearance (Clear & Bright) Bacteria Fungi Mold Yeast (ASTM D6490) Cetane Index (ASTM D976) Cloud Point (ASTM D7689) Distillation (ASTM D7345) Flash Point - Closed Cup Ramp Mode (ASTM D3828) Sulfur in Fuel (ASTM D7220) Water By Karl Fischer ppm (mod. ASTMD6304C) Water and Sediment (ASTM D2709) ICP Metals | HL-1158 % Biodiesel (FAME) (mod. EN14078)

VII. FUEL RESUPPLY SERVICES (Base period only):

A. Contractor shall supply clean No. 2 diesel fuel to fill all underground storage tanks to the recommended 90% fill level. Total fuel required will be between 45,000 and 47,000 gallons. Delivered fuel shall meet all aspects of ASTM D975 standards for newly manufactured fuel at time of delivery. Tanks shall not be filled beyond 90% capacity. The COR shall be notified if any excess fuel remains after all tanks are filled to 90%.

B. Base year approximate delivery schedule is shown in the table below.

Underground Storage Tank Name 90% Tank Capacity Priority of Fill Estimated Current Inventory Estimated Order Quantity Tank No. 1 (Boiler Fuel) 22500 gal. 5 9706 gal. 12794 gal.

Tank No. 2 (Boiler Fuel) 22500 gal. 6 20912 gal. 1588 gal.

Tank No. 3 (Boiler Fuel) 22500 gal. 7 0 gal. 22500 gal.

Tank No. 4 (Generator Fuel) 22500 gal. 1 9515 gal. 12985 gal.

Tank 500 KW (Generator Fuel) 2700 gal. 3 1357-gal 1343 gal.

Tank 900 KW (Generator Fuel) 3600 gal. 2 638 gal. 2962 gal.

VIII. DELIVERABLES:

A. Contractor shall supply before and after photographic pictures of the tank cleaning to the VAHS-AA CO & COR within 10 days of tank cleaning to the Contracting Officer (CO) and Contracting Officer Representative (COR).

B. Contractor shall supply a report to the VAHS-AA CO & COR within 10 days of water remediation/bottom cleaning to the Contracting Officer (CO) and Contracting Officer Representative (COR).

i. The report shall contain the following information at a minimum:

a. Tank number

b. Tank location

c. Size of tank

d. Amount of product in the tank

e. Amount of water/contaminates removed (by volume)

f. Composition of water/contaminates removed (% of liquid vs.

solids)

C. Contractor shall supply a service report for stabilization treatment of the fuel within 10 days of servicing the fuel systems for each tank treated to the Contracting Officer (CO) and Contracting Officer Representative (COR).

i. The report shall contain the following information at a minimum:

a. Tank number

b. Tank location

c. Size of tank

d. Amount of product in the tank

e. Amount of chemical used in treatment

f. Treatment ratio

D. Contractor shall submit a written Certificate of Analysis report, performed by a credible fuel laboratory outlining the test performed, the corresponding ASTM number for each test along with the sample results and the standardized limits to the Contracting Officer (CO) and Contracting Officer Representative (COR) electronically by email.

i. Report shall contain the following results, among others, showing testing results from Fuel Quality Testing requirements above:

a. WATER CONTENT – ASTM D1744

b. SEDIMENT & WATER – ASTM D1796

c. API GRAVITY – ASTM D287

d. FLASH POINT – ASTM D93

e. SULFUR – ASTM D5453 or ASTM D2622

f. CETANE INDEX or CETANE NUMBER (depends on results) – ASTM D613 or ASTM D6890

g. APPEARANCE – VISUAL

h. 90% DISTILLATION RECOVERY – ASTM D86

i. 50% DISTILLATION RECOVERY – ASTM D86

j. MICROBIAL – ORGANISMS PER ML

k. CORROSION COPPER STRIP – ASTM D130

l. PARTICLE COUNT – ASTM D6217

m. ACCELERATED FUEL OIL STABILITY (THERMAL STABILITY) –

ASTM D6468

n. OXIDATIVE STABILITY – ASTM D7545 OR ISO 12205

IX. REPORTING REQUIREMENTS:

The Contractor shall be required to report to the Energy Center Supervisor Office (Building 32, Room 103-32) to log in during normal working hours. This check in is mandatory. When the service is completed, the Contractor shall document services rendered on a legible field service report. The Contractor shall log out at the Energy Center Supervisor Office and submit the field service report to the Contracting Officer Technical Representative for a signature, during normal working hours or leave the service ticket with the Boiler Plant operator after hours.

VA Information Security Checklist Requirements: The C&A requirements do not apply and a Security Accreditation Package is not required.

X. COMPETENCY OF PERSONNEL SERVICING EQUIPMENT:

A. The Contractor's staff shall include a "fully qualified" Field Service Representative assigned to this area and a "fully qualified" Field Service Representative who shall serve as the backup.

B. "Fully qualified" is based upon training and on experience in the field. For training, the Field Service Representatives must have successfully completed a formalized training program for the equipment covered under this contract. For field experience, the Field Service Representatives must have a minimum of one (1) year of experience providing fuel system preventive maintenance following the completion of formalized training.

C. The contractor shall provide written assurance of the competency of their personnel by detailing a list of Field Service Representatives along with applicable training and years of service experience on the specific devices covered in this agreement. This information shall be included in the quote for providing service.

XI. SAFETY REQUIREMENTS:

In the performance of this contract, the Contractor shall take such safety precautions as the Contracting Officer may determine to be reasonably necessary to protect the lives and health of occupants of the building. The Contracting Officer shall notify the Contractor of any safety issues and the action necessary to correct these issues. Such notice, when served on the Contractor or his representative at the work site shall be deemed sufficient for the corrective actions to be taken. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or part of the work and hold the Contractor in default.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Fuel Maintenance in accordance with the Statement of Work Contract Period: Base POP Begin: 12-16-2025 POP End: 12-15-2026

High Sulfur Fuel Remediation (Base period only. To be done prior to Fuel Resupply services); Fuel Resupply Services (Base period only) in accordance with Section VI and VII of the Statement of Work Contractor may propose different completion date to be evaluated.

Contract Period: Base POP Begin: 12-16-2025 POP End: 12-15-2026

Fuel Maintenance in accordance with the Statement of Work Contract Period: Option 1 POP Begin: 12-16-2026 POP End: 12-15-2027

Fuel Maintenance in accordance with the Statement of Work Contract Period: Option 2 POP Begin: 12-16-2027 POP End: 12-15-2028

Fuel Maintenance in accordance with the Statement of Work Contract Period: Option 3 POP Begin: 12-16-2028 POP End: 12-15-2029

Fuel Maintenance in accordance with the Statement of Work Contract Period: Option 4 POP Begin: 12-16-2029 POP End: 12-15-2030

36C25026Q0129 Fuel Quality Maintenance/Resupply Services Ann Arbor VA Medical Center

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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.

(End of Clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 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.

(End of Clause)

C.4 52.222-41 SERVICE CONTRACT LABOR STANDARDS (AUG 2018)

(a) Definitions. As used in this clause— "Contractor" when this clause is used in any subcontract, shall be deemed to refer to the subcontractor, except in the term "Government Prime Contractor."

"Service employee," means any person engaged in the performance of this contract other than any person employed in a bona fide executive, administrative, or professional capacity, as these terms are defined in Part 541 of Title 29, Code of Federal Regulations, as revised. It includes all such persons regardless of any contractual relationship that may be alleged to exist between a Contractor or subcontractor and such persons.

(b) Applicability. This contract is subject to the following provisions and to all other applicable provisions of 41 U.S.C. chapter 67, Service Contract Labor Standards, and regulations of the Secretary of Labor (29 CFR Part 4). This clause does not apply to contracts or subcontracts administratively exempted by the Secretary of Labor or exempted by 41 U.S.C. 6702, as interpreted in Subpart C of 29 CFR Part 4.

(c) Compensation.

(1) Each service employee employed in the performance of this contract by the Contractor or any subcontractor shall be paid not less than the minimum monetary wages and shall be furnished fringe benefits in accordance with the wages and fringe benefits determined by the Secretary of Labor, or authorized representative, as specified in any wage determination attached to this contract.

(2)(i) If a wage determination is attached to this contract, the Contractor shall classify any class of service employee which is not listed therein and which is to be employed under the contract (i.e., the work to be performed is not performed by any classification listed in the wage determination) so as to provide a reasonable relationship (i.e., appropriate level of skill comparison) between such unlisted classifications and the classifications listed in the wage determination. Such conformed class of employees shall be paid the monetary wages and furnished the fringe benefits as are determined pursuant to the procedures in this paragraph (c).

(ii) This conforming procedure shall be initiated by the Contractor prior to the performance of contract work by the unlisted class of employee. The Contractor shall submit Standard Form (SF) 1444, Request for Authorization of Additional Classification and Rate, to the Contracting Officer no later than 30 days after the unlisted class of employee performs any contract work. The Contracting Officer shall review the proposed classification and rate and promptly submit the completed SF 1444 (which must include information regarding the agreement or disagreement of the employees' authorized representatives or the employees themselves together with the agency recommendation), and all pertinent information to the Wage and Hour Division, U.S. Department of Labor. The Wage and Hour Division will approve, modify, or disapprove the action or render a final determination in the event of disagreement within 30 days of receipt or will notify the Contracting Officer within 30 days of receipt that additional time is necessary.

(iii) The final determination of the conformance action by the Wage and Hour Division shall be transmitted to the Contracting Officer who shall promptly notify the Contractor of the action taken. Each affected employee shall be furnished by the Contractor with a written copy of such determination or it shall be posted as a part of the wage determination.

(iv)(A) The process of establishing wage and fringe benefit rates that bear a reasonable relationship to those listed in a wage determination cannot be reduced to any single formula. The approach used may vary from wage determination to wage determination depending on the circumstances. Standard wage and salary administration practices which rank various job classifications by pay grade pursuant to point schemes or other job factors may, for example, be relied upon. Guidance may also be obtained from the way different jobs are rated under Federal pay systems (Federal Wage Board Pay System and the General Schedule) or from other wage determinations issued in the same locality. Basic to the establishment of any conformable wage rate(s) is the concept that a pay relationship should be maintained between job classifications based on the skill required and the duties performed.

(B) In the case of a contract modification, an exercise of an option, or extension of an existing contract, or in any other case where a Contractor succeeds a contract under which the classification in question was previously conformed pursuant to paragraph (c) of this clause, a new conformed wage rate and fringe benefits may be assigned to the conformed classification by indexing (i.e., adjusting) the previous conformed rate and fringe benefits by an amount equal to the average (mean) percentage increase (or decrease, where appropriate) between the wages and fringe benefits specified for all classifications to be used on the contract which are listed in the current wage determination, and those specified for the corresponding classifications in the previously applicable wage determination. Where conforming actions are accomplished in accordance with this paragraph prior to the performance of contract work by the unlisted class of employees, the Contractor shall advise the Contracting Officer of the action taken but the other procedures in subdivision (c)(2)(ii) of this clause need not be followed.

(C) No employee engaged in performing work on this contract shall in any event be paid less than the currently applicable minimum wage specified under section (6)(a)(1) of the Fair Labor Standards Act of 1938, as amended.

(v) The wage rate and fringe benefits finally determined under this subparagraph (c)(2) of this clause shall be paid to all employees performing in the classification from the first day on which contract work is performed by them in the classification. Failure to pay the unlisted employees the compensation agreed upon by the interested parties and/or finally determined by the Wage and Hour Division retroactive to the date such class of employees commenced contract work shall be a violation of the Service Contract Labor Standards statute and this contract.

(vi) Upon discovery of failure to comply with subparagraph (c)(2) of this clause, the Wage and Hour Division shall make a final determination of conformed…