36C25219Q0860-001.docx

36C25219Q0860

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25219Q0860 08-29-2019

CANNADAY,ERIKA

414-844-4800 X43253 09-09-2019 10:00 a.m.

36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee

WI

53214-1476 X X 561621 $20.5 Million N/A X 36C252 Edward Hines VA Hospital 5000 South 5th Avenue Hines

IL

60141 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee

WI

53214-1476

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin

TX

78714-9971 877-353-9791 512-460-5540 Provide maintenance and repair to panic alarm and intrusion detection systems Edward Hines Jr VA Hospital Community- Based Outpatient Clinics, in accordance with the Statement of Work.

The latest DOL Wage Determination (#15-5017, revision 13, dated 7/16/2019) shall apply to any contract resulting from this solicitation.

X x Ashley Johnson Contracting Officer B.1 CONTRACT ADMINISTRATION DATA (continuation from Standard Form 1449)

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: (Contractor’s Name)

(Address)

(City, State Zip)

(Point of Contact)

DUNS NUMBER NO. ______________________________________

b. GOVERNMENT: ERIKA A CANNADAY, CONTRACT SPECIALIST

DEPARTMENT OF VETERANS AFFAIRS

GREAT LAKES ACQUISITION CENTER

115 S. 84TH ST., STE 100

MILWAUKEE WI 53214

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

a. FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER SYSTEM – SYSTEM FOR AWARD

3. INVOICES: Invoices shall be submitted in arrears in accordance with:

a. 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

b. Payments shall be made in arrears upon receipt of a properly prepared invoice

c. In order to comply with the Improper Payment Elimination and Recovery Act of 2010 (IPERA), the VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Network e-Invoicing network, for submissions of all electronic invoices to VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to VA.Registration@Tungsten-Network.com or calling 1-877-752-0900 option 2 for Enrollment.

d. Contractor shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.Tungsten-Network.com/Login.aspx. For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

e. All invoices shall reference the vendor name and address, customer name, contract number, appropriate obligation/funding order number, description of services provided, quantity, unit price, and total invoice amount (any additional info). Invoices shall also include any payment discount terms.

f. For questions regarding invoice receipt or payment, please call VAFSC directly at 1-877-353-9791 or email vafsccshd@va.gov

4. GOVERNMENT INVOICE ADDRESS (See SF1449 Block 18):

a. All invoices from the contractor shall be submitted electronically in accordance with 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

b. Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests.

c. VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten Network e-Invoice, 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 begin submitting electronic invoices, free of charge.

d. For assistance setting up e-Invoice, the below information is provided:

i. * Tungsten Network e-Invoice Setup Information: 1-877-489-6135

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

* FSC e-Invoice Contact Information: 1-877-353-9791

* FSC e-invoice email: vafsccshd@va.gov

OFFERORS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED HEREIN PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED FOR AWARD.

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

OFFER REQUIREMENTS & INSTRUCTIONS:

See Section E.1. 52.212-1 Instructions to Offerors – Commercial Items (OCT 2018) and Section E.2. General Instructions to Offerors.

EVALUATION/BASIS OF AWARD:

This is a commercial item acquisition that will be conducted under the authority of FAR Part 13.5 Simplified Procedures for Certain Commercial Items in which simplified acquisition procedures in FAR Part 13 will be used. FAR Part 14 and 15 will not be used. See 52.212-2 Evaluation – Commercial Items for a description of the factors that the Government will use to evaluate offers. Prospective contractors must furnish the information listed herein with their proposals to ensure they receive full consideration.

CONTRACT ADMINISTRATION:

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity or quality of performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

QUESTIONS:

In order to maintain integrity of this solicitation and subsequent award date, all offerors are advised that any question and answer requests must be submitted in a written form via e-mail to the Contracting Officer erika.cannaday@va.gov no later than WEDNESDAY, SEPTEMBER 4th at 4:00 PM CST. Contracting will issue a consolidated response via solicitation amendment to www.fbo.gov within 2 business days to all parties.

SITE VISIT:

A site visit has been scheduled and will be conducted on Wednesday, September 4, 2019 at 10:00 a.m. CST at the Joliet Community-Based Outpatient Clinic, located at 1201 Eagle Street, Joliet, IL 60432-2031. The site visit will be led by Mr. Joseph Ellena.

B.2 STATEMENT OF WORK

A) Mission.

Police Service’s mission is the protection and security of the environment of care, as it pertains to the safety and security of the physical infrastructure at the Edward Hines, Jr. VA Hospital and Community Based Outpatient Clinics (CBOCs). Police Service support is for customers that include, but are not limited to, patients, visitors, clinic staff and administrative employees.

B) Goals The goal of this contract is to secure a service agreement to provide regular maintenance for the panic alarm and intrusion detection systems installed at the Hines VA CBOCs that includes all parts, batteries and labor.

C) Current Conditions.

The panic alarm and intrusion detection systems at the CBOCs do not have a maintenance contract in place for the systems that are installed at the CBOCs. Currently, service is performed on an on-call basis whenever there is a malfunction which results in high service and trip fees.

D) Justification.

To ensure the panic alarm and intrusion detection systems are functioning properly and are in compliance with the requirements outlined in VA Handbook 0730/4, a maintenance agreement is required to maintain the efficiency of these systems and to reduce the unexpected service cost associated with not having a service agreement in place.

E) Objectives.

The objectives of this maintenance agreement are to:

3) Provide training on newly installed system components to specified groups where required.

F) Acronyms and Definitions.

The following is a listing of acronyms and/or definitions to terms used in this document.

CBOC Community Based Outpatient Clinic

LAN Local Area Network OIT Office of Information & Technology RFI Request for Information SOW Scope of Work SQL Structured Query Language VA Department of Veteran Affairs VSS Video Surveillance System

G) Requirements.

This SOW presumes the contractor will not need to connect to the Hines LAN to execute the maintenance and repairs. The Contractor will adhere to all VA and manufacturer regulations, codes, standards, guidelines and design requirements.

1) Work outside of normal business hours or weekends:

a. All service and preventive maintenance work performed after hours or on weekends requires coordination with the COR.

2) Contractor will require access to the VA network to complete this installation. Contractor will also require network access for support and maintenance.

3) Qualifications of Offerors.

The contractor shall be a firm regularly engaged in the repair, maintenance and servicing of security network equipment and software. Their expertise and experience shall be of such extent so as to provide them knowledge of conditions and the scope of repairs, maintenance, and servicing of security network equipment and software generally found in a commercial or industrial setting. They shall possess all the manpower, equipment, tools, and ready sources of parts as necessary to promptly, skillfully, and expertly carry out the conditions of this contract.

Offerors shall be able to show evidence of their ability, reliability, and experience by furnishing:

a. A list of personnel who will perform under the contract, showing the length and type of experience of personnel who will service these facilities and proof of certification (if required).

b. List of other concerns and/or Government agencies for which comparable service were rendered by the Offeror.

c. Contractor shall provide proof of employees certifications

d. Contractor will provide proof that they have performed this work for the last 5 years

e. Contractor will provide three references in which they have performed similar work.

Offeror’s personnel shall be certified by appropriate federal and state regulatory agencies to meet federal and local certification requirements as applicable. All licenses, permits and certifications shall be kept current throughout the period of performance of the contract. The Contractor shall provide the Government copies of such certificates, if requested.

The ability to meet the foregoing experience requirements and the adequacy of the information submitted will be considered by the Contracting Officer in determining the best value to the Government

4) Insurance.

a. Worker Compensation and Employer’s Liability. Contractors are required to comply with applicable Federal and State Worker Compensation and occupational disease statutes.

b. General Liability. Contractors are required to have Bodily Injury Liability Insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

c. Property Damage Liability. Contractors are required to have Property Damage Liability insurance coverage of at least $500,000.

5) Unauthorized Use of Government Equipment.

a. The Contractor shall not allow his/her employees, including Subcontractors’ employees, to use any government equipment.

b. The Contractor shall be responsible to provide all necessary equipment, tools, parts, and materials to perform the work. The Government shall not be obligated to provide any equipment, tools, parts, and materials to assist the Contractor in performing the work.

6) Identification Parking, Smoking, and VA Regulations.

a. The Contractor's Employees shall wear visible identification (PIV Badges) at all times while on the premises of the Edward Hines Jr. VA Medical Facility (Hines VAMC) or CBOCs.

b. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Station. The Hines VAMC will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

c. Smoking is prohibited inside any buildings at the Hines VAMC and CBOCs.

d. Possession of weapons is prohibited.

e. Enclosed containers, including tool kits, shall be subject to search.

f. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

7) Compliance and General Safety Regulations.

a. All Contractors and Subcontractors performing services for the Government shall comply with all Hines VAMC Safety Policies and Regulations, Occupational Safety and Health Administration (OSHA), State, County and Municipal Safety and Occupational Health Standards and any other applicable rules and regulations.

b. This shall include but not be limited to taking all the necessary precautions to protect the patients, visitors and/or staff at each location. Contractor shall be held responsible for any injuries and/or damage, which may be caused as a result of the Contractor’s failure to adhere to these requirements.

c. Contractors and Subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area under this task order.

d. All ladders, scaffolding, tools, equipment, personal protective equipment, etc. shall be OSHA approved for the work to be performed. Contractor shall use caution signs as required by OSHA Regulations. Caution signs shall be on-site on commencement of Task order.

8) Protection of Government Property.

a. During work execution, the Contractor shall take special care to protect Government property. Damage resulting from Contractor operations shall be repaired by the Contractor, including painting, refinishing, or replacement (if necessary), at no additional cost to the Government.

9) Damage.

a. Extreme caution shall be exercised to prevent damage to the building and its contents. Any damage must be reported to the COR immediately for appropriate action. Any damage caused by the Contractor will be repaired and or replaced to the satisfaction of the VA at the Contractor’s expense.

b.

H) Scope of Work.

The Scope of Work for this maintenance and service agreement includes providing all labor, parts and programming.

The Contractor shall contact the COR prior to commencing with any service related work and report those findings to the Contracting Officers Representative (COR) as delegated by the Contracting Officer (CO) for review and approval. Any deviation from this scope of work requires the express authorization of the COR.

1) The contractor is required to perform preventive maintenance and repair services, with onsite, semi-annual inspections of the intrusion detection and panic alarm systems, associated hardware, interfaces and all their subcomponents for the sole purpose of providing proper, safe, and reliable operations of the panic alarm and intrusion detection systems installed at the Hines VA CBOCs.

2) The services consist generally of furnishing all labor, materials, appliances, tools, equipment, services, and supervision required to perform all testing, troubleshooting, programming, modifications, and updating all documentation to reflect all related maintenance and repair services.

3) The contractor is required to test system batteries and replace with new batteries if the capacitance is below 80% of the fully charged value, as determined at the time of battery installation. The contractor is also required to maintain on-going inspection, test and battery replacement schedule log files in Microsoft Excel format and provide to the COR semi-annually for each CBOC. Additional equipment and components, referenced throughout this Scope of Work and its attachments, are all part of the maintenance and repair services under this contract.

4) The contractor, at the inception of this agreement, will mark all panic alarm transmitters and intrusion detection system components with the installation dates in the form of a machine-produced label attached to the outside of the components. The contractor must be familiar with and proficient at performing the maintenance and repairs as recommended by the equipment manufacturer(s). All work must conform to the manufactures’ design standards and guidelines.

5) The contractor, upon receipt of a service request from the Hines VA Police, by email or telephone, will respond to such service request within 30 minutes, create a service request ticket and dispatch a service technician to the affected CBOC the next business day, or as soon as possible, not to exceed two business days, to remedy the problem.

6) All work must be coordinated with the COR to avoid unnecessary interruption of operations.

I) Included Sites:

CBOCs Locations and Installed IDS Systems and Panic Alarm Devices:

1) Bourbonnais / Kankakee

a. Interlogix NX8E IDS control panel with (1) backup battery (Replaceable sealed lead-acid batteries, 3-5 year battery life - batteries were installed in September 2011)

b. (28) desk-mounted panic buttons with Interlogix wireless transmitters (non-replaceable batteries, 20 year maximum battery life; transmitters were installed in September 2011)

2) LaSalle / Peru

a. Interlogix NX8E IDS control panel with (1) Power Sonic backup battery (Replaceable sealed lead-acid batteries, 3-5 year battery life - batteries were installed in July 2013)

b. (26) desk-mounted panic buttons with Interlogix wireless transmitters (non-replaceable batteries, 20 year maximum battery life; transmitters were installed in July 2013)

3) Oak Lawn

a. Interlogix NX8E IDS control panel with smart power supply and (2) backup batteries (Replaceable sealed lead-acid batteries, 3-5 year battery life - batteries were installed in March 2012)

b. (28) desk-mounted panic buttons with Interlogix wireless transmitters (replaceable batteries, 10 year minimum battery life; transmitters were installed in March 2012)

c. (2) wall-mounted panic buttons with Interlogix wireless transmitters (replaceable batteries, 10 year minimum battery life; transmitters were installed in March 2012)

4) North Aurora

a. Interlogix NX8E IDS control panel with smart power supply and (2) backup batteries (Replaceable sealed lead-acid batteries, 3-5 year battery life - batteries were installed in February 2015)

b. (23) desk-mounted panic buttons with Interlogix wireless transmitters (replaceable batteries, 10 year minimum battery life; transmitters were installed in February 2015)

5) Joliet

a. Bosch D9412GV4 IDS control panel and (2) backup batteries (Replaceable sealed lead-acid batteries, 3-5 year battery life - batteries were installed in November 2015)

b. (34) desk-mounted panic buttons with Inovonics wireless transmitters (Replaceable batteries; 3-5 year battery life - transmitters were installed in November 2015)

c. (13) wall-mounted panic stations with Inovonics wireless transmitters (Replaceable batteries; 3-5 year battery life - transmitters were installed in November 2015)

J) Limitations.

1) Work hours for EHVAH Police Service staff are from 8:00 am until 4:30 pm, Monday through Friday.

2) Photographs may be taken of the work performed at the jobsite. However, photographs containing patients and/or staff are a violation of the Patient Privacy and hospital policy. Both violations are subject to penalties and dismissal. Permission from the EHVAH Public Affairs Officer (PAO) is required and should be coordinated with the project COR.

3) All contractors visiting the jobsite will need to receive a temporary PIV badge. The procedure to follow is:

a. Contractors must FIRST get their fingerprints done by Human Resources located in Building 17.

b. It takes between 3-5 days at least for fingerprints clear.

c. Once fingerprints have cleared the person requesting a badge can be sponsored.

d. The contractor must then complete a “Request for a PIV card” form and then turn in to the Police Services.

e. The contractor can then be sponsored upon verification the fingerprints have been cleared.

f. Once the contractor has been sponsored by the COR, they can contact the PIV office at (708) 202-5170 to arrange for the issuance of a PIV badge.

K) Deliverables.

The Contractor shall provide the following services:

1) Repair and preventive maintenance services includes parts and labor for IDS control panels, keypads, door sensors, glass break detectors, motion detectors, and panic devices as installed at sites listed above.

L) Maintenance and Repair Agreement Terms.

1) The term of this software service agreement will be one (1) base year from the effective date through 9/30/2019, with (4) one-year renewal options.

2) All parts and labor are included.

3) Shipping and handling costs are included.

M) Performance Monitoring.

The Government will periodically evaluate the Contractor’s performance by appointing a representative(s) to monitor such performance and ensure services are received. The Government representative will evaluate the Contractor’s performance through intermittent on-site inspections of the Contractor's performance.

N) Other Pertinent Information or Special Considerations.

1) All Contractor personnel shall be certified by appropriate federal and state regulatory agencies to meet federal and local certification requirements as applicable. All licenses, permits and welding certifications shall be kept current throughout the period of performance of the contract. The Contractor shall provide the Government copies of such certificates.

2) Per VA Information Security Program policy – VA Directive and Handbook 6500 and 6500.6, Appendix A, contractor storage, generation, transmission or exchanging of VA sensitive information during this construction project is not acceptable.

3) All work shall be scheduled to meet requirements of EHVAH. Contractor is responsible for repairing any damages to existing utilities incurred while performing service or preventive maintenance.

4) Utilities within the area and identified on existing drawings are not to be interpreted as the exact location, or as the only existing site conditions. Contractor shall verify all existing conditions and proceed with caution around any anticipated obstructions.

5) Any damage that may be caused by the Contractor or his work crews or subcontractors to any existing structure, grounds and utilities shall be repaired or replaced to their original condition.

6) Should a conflict exist between VA requirements and VA adopted nationally recognized codes and standards, the conflict shall be brought to the attention of the Contracting Officer. The resolution of the conflict shall be made by the authority having jurisdiction for VA to ensure system-wide consistency. All work conducted under this scope of work shall comply with the Department of Veterans Affairs Master Specifications and all applicable state and federal regulations and codes.

B.3 PRICE/COST SCHEDULE

Base Period: September 1, 2019 – March 31, 2020

Base Period Total:

Option Year One: April 1, 2020 – March 31, 2021

Option Year One Total:

Option Year Two: April 1, 2021 – March 31, 2022

Option Year Two Total:

Option Year Three: April 1, 2022 – March 31, 2023

Option Year Three Total:

Option Year Four: April 1, 2023 – March 31, 2024

Option Year Four Total:

Total Base Year plus Option Years:

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.3 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 thirty (30) days.

(End of Clause)

C.4 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 thirty (30) days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least sixty (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.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

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

(End of Clause)

C.6 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses 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 service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-6 Notice of Total Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause) C.8 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor compliance with the subcontracting commitments.

(End of Clause)

C.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a)…