36C25220Q0908_1.docx

36C25220Q0908

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

578-20-4-6121-0763 36C25220Q0908 09-17-2020

GREENFIELD,NAQIKAH

224-610-3283 09-23-2020

10:00 AM

36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 3001 Green Bay Road Building 1, Room 326 North Chicago, IL 60064 X X 221310 $30 Million N/A X Department of Veterans Affairs Edward Hines, Jr. VA Hospital 5000 S 5th Avenue Hines, IL 60141 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 3001 Green Bay Road Building 1, Room 326 North Chicago, IL 60064

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin, TX 78714-9917 877-353-9791 512-460-5540 See CONTINUATION Page

CONTRACTOR SHALL PROVIDE ALL LABOR, TOOLS, MATERIALS,

TRANSPORTATION AND NECESSARY EQUIPMENT TO PROVIDE PREVENTIVE

MAINTENANCE, ANNUAL TESTING, CERTIFICATION, REPAIRS, AND

UNSCHEDULED/EMERGENCY MAINTENANCE ON ONE HUNDRED FORTY (140)

BACKFLOW PREVENTERS AT THE EDWARD HINES, JR VA HOSPITAL

LOCATED IN HINES, ILLINOIS. ALL SERVICES SHALL BE PERFORMED

IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) AND DELIVERY

SCHEDULE.

SERVICE CONTRACT LABOR STANDARDS APPLY - DEPARTMENT OF LABOR

(DOL) WAGE DETERMINATION (WD) 15 5017 (REVISION 15), DATED

05/13/2020

100% SMALL BUSINESS SET-ASIDE

See CONTINUATION Page 578-3600162-6121-854100-2543 010050190 X X

NAQIKAH GREENFIELD

CONTRACTING OFFICER

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA (continuation from Standard Form 1449, block 18) 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:

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

a. CONTRACTOR:

CONTRACTOR NAME _____________________________________

ADDRESS ________________________________________________

CITY-STATE-ZIP __________________________________________

POINT OF CONTACT/TITLE ________________________________

DUNS NUMBER NO. ______________________________________

CONTRACTOR’S PAST PERFORMANCE POINT OF CONTACT

(IF DIFFERENT THAN ABOVE):

NAME: __________________________________________

EMAIL ADDRESS:_________________________________

b. GOVERNMENT: NAQIKAH GREENFIELD, CONTRACTING OFFICER

CONTRACTING OFFICE CODE: 36C252

BUILDING 1, ROOM 326

NORTH CHICAGO, IL 60064-3048

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 FOR AWARD MANAGEMENT (OCT 2018)

3. INVOICES: Invoices shall be submitted monthly in arrears upon inspection and acceptance in arrears in accordance with:

a. Invoices shall be submitted monthly in arrears in accordance with:

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.

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 Veterans Affairs Financial Services Center (VAFSC) 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. As of July 1, 2020, the VA10091 form has been eliminated and the VAFSC is requiring our vendors to update and add their information in the Customer Engagement Portal (CEP) at https://www.cep.fsc.va.gov/. This is for new vendors being added to FMS only.

e. 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

5. ACQUISITION OF COMMERCIAL ITEMS:

This Request for Quote (RFQ) solicitation is issued under the authority of FAR Part 12 Acquisition of Commercial Items and FAR Part 13 Simplified Acquisition Procedures. FAR Part 15 will not be used. The procedures in Part 12 used in conjunction with Part 13 allow the Government to procure services resembling those in the commercial marketplace and streamline the procurement process. From this RFQ, the Government intends to award a hybrid contract – a combination of firm-fixed price and indefinite-delivery indefinite-quantity to a responsible Small Business that can meet the full requirements of this RFQ and whose offer is the lowest price technically acceptable – where the contractor provides a price that is not subject to any adjustment on the basis of the contractor’s cost experience in performing the contract.

Offerors shall refer to Section E.1. 52.212-1 Instructions to Offerors – Commercial Items (OCT 2018) and Section E.2. General Instructions to Offerors, for a description of the factors in addition to the price that the Government will evaluate to decide whom to award a contract. Offerors must furnish the information listed therein with their quotations to be given full consideration for award.

6. RFQ 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 Naqikah.Greenfield@va.gov, Contracting Officer no later than MONDAY, SEPTEMBER 21, 2020 at 3:00PM LOCAL TIME. Contracting will issue a consolidated response via solicitation amendment to https://beta.sam.gov Contract Opportunities within 1 business days to all parties.

7. CONTRACTING OFFICER AUTHORITY:

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.

8. SITE VISIT:

It is strongly suggested and expected that the offeror inspect the campus to be serviced to fully understand the nature of the work and the conditions under which the work is to be performed. In no case shall failure to inspect the campus constitute grounds for a claim after contract award.

SITE VISIT IS SCHEDULED FOR MONDAY, SEPTEMBER 21, 2020 AT 9:30 AM LOCAL TIME. PLEASE RSVP VIA EMAIL TO THE CONTRACTING OFFICER, NAQIKAH.GREENFIELD@VA.GOV BY 5:00 PM LOCAL TIME ON FRIDAY, SEPTEMBER 18, 2020. THE SITE VISIT WILL BE HELD AT THE FOLLOWING ADDRESS:

EDWARD HINES, JR VA HOSPITAL

5000 S 5TH AVENUE

BUILDING 2, ROOM 138C

HINES, IL 60141-3030

ALL INTERESTED PARTIES TO MEET MIKE MCCRARY (708-202-2366) AT THE ABOVE LOCATION.

PLEASE NOTE: WHILE ON CAMPUS, ALL PERSONS WILL BE REQUIRED TO WEAR A FACE MASK INSIDE ANY VAMC BUILDING AND WHILE TRAVELING IN VEHICLES FOR PURPOSES OF THE SITE VISIT.

9. PARKING, SMOKING AND VA REGULATIONS:

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

b. All VA facilities are drug free.

c. All contractor personnel are required to adhere to all VA rules and regulations.

d. Smoking is prohibited on the entire campus, both inside and outside the VA Facility

e. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

f. VHA DIRECTIVE 1192: This Veterans Health Administration (VHA) directive establishes policy and provides guidance for the prevention of seasonal influenza in VHA facilities through the vaccination or masking of health care personnel (HCP). AUTHORITY: Title 38 United States Code (U.S.C.) 7301(b), 7318(b). Contractor is responsible for providing face masks and influenza vaccines for all employees working at a VA facility. If Directive 1192 is applicable the Contractor, in conjunction with the Contracting Officer Representative (COR), is responsible in ensuring that all aspects of this directive are implemented.

10. SECURITY & PRIVACY CONTROL:

The Certification & Accreditation (C&A) requirements of VHA Handbook 6500.6 does not apply to this requirement, therefore, a Security Accreditation Package is not required.

If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at (202) 461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at (304) 262-7733.

B.2 STATEMENT OF WORK

BACKFLOW PREVENTION TESTING

1. Background In order to fully execute VHA Directive 2006-007 (Ensuring the Security and Availability of Potable Water at VHA Facilities), dated 6 February 2006, a contract is being established to Test and Certify all known Backflow preventers and conduct a comprehensive cross connection survey to identify potential connections between potable, and non-potable water.

2. Scope of Work: The contractor shall provide all labor, tools, materials, transportation and necessary equipment to provide preventive maintenance, annual testing, certification, repairs, and unscheduled/emergency maintenance on one hundred forty (140) Backflow Preventers at Edward Hines Jr. VA Hospital located Hines, Illinois. The contractor shall also conduct a comprehensive cross connection survey annually to identify potential connections between potable and non-potable water.

3. Specific Tasks/Deliverables:

Preventive Maintenance, Annual Testing, Certification, Repairs, Unscheduled/Emergency Maintenance. The Contractor shall perform preventive maintenance, annual testing, certification, repairs and unscheduled/emergency maintenance on one hundred forty (140) backflow preventers/equipment to meet operational requirements. The Contractor shall include provision of all remedial parts, materials, supplies and or components necessary to perform preventive maintenance, testing, certification, repairs and unscheduled/emergency maintenance in accordance with manufacturer's specifications and industry standards. Replacement of major component parts, while covered under this contract, shall not be included in the price of the annual service.

· See Attachment A for a list of Backflow Preventers.

• Preventive Maintenance, Testing and Certification:

The Contractor shall notify the COR in writing that the system meets all requirements as specified, after testing/repairing the system. Submission of this notification by Contractor shall be completed prior to invoicing for service. A legible signed service report shall be provided directly to the COR following completion of service visits, and shall include equipment identification (i.e. Model Number and Size), date and time of service, list of parts required for any Backflow Preventer that requires replacement parts, results of inspection and/or any calibration required, and a description of work accomplished.

• Repairs and Unscheduled/Emergency Maintenance:

All work performed under this Paragraph is governed by the regulations for Indefinite-Delivery Indefinite-Quantity Contracts, FAR 16.504 & 16.505. No work shall commence under this Paragraph until a Task Order covering such work has been issued.

The Contractor shall perform repairs and unscheduled/emergency maintenance as necessary to maintain the equipment in operational status, which may consist of, but not limited to calibration, cleaning, oiling, adjusting and replacing parts.

If repairs and unscheduled/emergency maintenance are required, the contractor shall submit a detailed quote to both the Contracting Officer and the COR. The quote shall include the appropriate labor hour rate as defined in the Price/Cost Schedule (Optional CLIN 0003, 0004 1003, 1004, 2003, 2004, 3003, 3004, 4003, 4004), an itemized list and cost of excluded parts, and the estimated number of labor hours required to complete the service. The quote must be approved by both the Contracting Officer and the COR prior to commencement of work.

Preventive maintenance is included in this contract and shall include a one (1) year warranty, therefore unscheduled/emergency maintenance may not be necessary. However, if unscheduled/emergency maintenance is required due to failure, a separate task order will be issued upon Contracting Officer’s review and approval.

4. Reporting Requirements:

The Contractor shall supply the COR with a written report identifying all backflow devices that pass, any backflow devices that are deficient, and corrective action that need to be taken. The Comprehensive Survey shall document any unprotected cross connections. All items found deficient shall be demonstrated to the COR for verification. By furnishing, labor and materials to perform such service in accordance with all state and federal Environmental Protection Agency (EPA) guidelines. There shall be no charge separate from line item charges.

5. Conformance Standards:

The Contractor shall perform all work in accordance with the Department of Veterans Affairs (VA) safety standards, manufacturer's/industry standards and specifications, the latest published edition of National Fire Protection Association (NFPA)-99, Occupational Safety and Health Administration (OSHA), The Joint Commission (TJC), ISO 14001, Underwriters Laboratory (UL), and other applicable local, State, National, Industry Standards. The Contractor performing work on this contract shall be recognized by the State of Illinois as a Licensed Cross Connection Control Device Inspector.

HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPPAA)

The Contractor shall adhere to the provisions of Public Law 104-191, Health Insurance Portability Accountability Act (HIPPAA) of 1996 and the National Standards to Protect the Privacy and Security of Protected Health Information (PHI) as required by HIPPAA, the Department of Health and Human Services (HHS) has promulgated rules governing the security and the use and disclosure of protected health information by covered entities, including the Department of Veterans Affairs (VA). In accordance with HIPPAA, the Contractor may be required to enter into a Business Associate Agreement (BAA) with VA.

6. Procedures for Providing Service:

The Contractor shall notify the COR via telephone upon arrival to the work site. Special Instructions: The COR will contact the representative of the contractor's company and request qualified contractor personnel to perform service as necessary.

7. Hours of Operation: Normal hours of coverage are Monday through Friday from 8:00 am to 4:30 pm local time, excluding holidays. Sixty-five percent (65%) of the required work will be performed during normal hours of coverage unless requested or approved by the COR. The other thirty-five percent (35%) will require service outside of normal hours of coverage to accommodate patient care.

Federal holidays observed by the Edward J. Hines Jr. VA Hospital are:

And any other day specifically designated as a national holiday by the President of the United States.

8. Place of Performance:

Edward J. Hines Jr. Veterans Affairs Hospital 5000 S. 5th Street Hines, IL 60141-1457

9. Period of Performance:

Base Year: Date of Award - July 31, 2021 Option Year 1: August 1, 2021 - July 31, 2022 Option Year 2: August 1, 2022 - July 31, 2023 Option Year 3: August 1, 2023 - July 31, 2024 Option Year 4: August 1, 2024 - July 31, 2025

B.3 PRICE/COST SCHEDULE

BASE YEAR: DATE OF AWARD – JULY 31, 2021

(Firm Fixed Price Items)

(Indefinite-Delivery Indefinite-Quantity Items)

*ESTIMATED QTY

Optional CLIN Unscheduled/Emergency Maintenance and Repair Services – Business Hours Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

Optional CLIN Unscheduled/Emergency Maintenance and Repair Services – Outside Business Hours Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

*Quantities are estimates and will be modified based on actual usage at these prices.

BASE YEAR FIRM FIXED PRICE TOTAL: _______________

OPTION YEAR 1: AUGUST 1, 2021 – JULY 31, 2022

(Firm Fixed Price Items)

(Indefinite-Delivery Indefinite-Quantity Items)

Optional CLIN Unscheduled/Emergency Maintenance and Repair Services – Business Hours Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

OPTION YEAR 1 FIRM FIXED PRICE TOTAL: _______________

OPTION YEAR 2: AUGUST 1, 2022 – JULY 31, 2023

(Firm Fixed Price Items)

(Indefinite-Delivery Indefinite-Quantity Items)

Optional CLIN Unscheduled/Emergency Maintenance and Repair Services – Business Hours Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

Optional CLIN Unscheduled/Emergency Maintenance and Repair Services – Outside Business Hours Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

OPTION YEAR 2 FIRM FIXED PRICE TOTAL: _______________

OPTION YEAR 3: AUGUST 1, 2023 – JULY 31, 2024

(Firm Fixed Price Items)

(Indefinite-Delivery Indefinite-Quantity Items)

Optional CLIN Unscheduled/Emergency Maintenance and Repair Services – Business Hours Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

Optional CLIN Unscheduled/Emergency Maintenance and Repair Services – Outside Business Hours Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

OPTION YEAR 3 FIRM FIXED PRICE TOTAL: _______________

OPTION YEAR 4: AUGUST 1, 2024 – JULY 31, 2025

(Firm Fixed Price Items)

(Indefinite-Delivery Indefinite-Quantity Items)

Optional CLIN Unscheduled/Emergency Maintenance and Repair Services – Business Hours Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

Optional CLIN Unscheduled/Emergency Maintenance and Repair Services – Outside Business Hours Hourly Rate for Unscheduled/Emergency Maintenance and Repair Services to be paid separate via task order upon approval.

OPTION YEAR 4 FIRM FIXED PRICE TOTAL: _______________

36C25220Q0908

BASE AND ALL OPTION YEARS FIRM FIXED PRICE TOTAL $ ______________________

Page 1 of Page 1 of

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 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the beginning of any contract period, i.e., Base Year or Options through thirty (30) days prior to the end of that same contract period.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered “issued” when—.

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either— (2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than two (2) Hours per CLINs x003-x004 during any contract period, i.e., Base Year or Option Year, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract..

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of the maximum number of Hours shown per CLIN on the Price Schedule – Section B.3;

(2) Any order for a combination of items in excess of an aggregate of the maximum number of Hours shown per CLIN on the Price Schedule – Section B.3; or

(3) A series of orders from the same ordering office within days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within seven (7) days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after fourteen (14) days prior to the end of any contract period, i.e., Base Year or Option Year.

(End of Clause)

C.6 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 5 days.

(End of Clause)

C.7 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 5 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 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.8 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (DEVIATION 2019-01)

(a) Definition. "Small business concern," as used in this clause, means a concern, including its affiliates, that is independently owned and operated, not…