36C25519Q0075-003.docx

36C25519Q0075

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

36C25519Q0075 11-26-2018 Thomas, Daniel | daniel.thomas6@va.gov 913-946-1965 12-07-2018 12:00 P.M.

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth

KS

66048 X X 541330 $15 Million X N/A X

WICHTA VAMC

ROBERT J. DOLE

5500 EAST KELLOG, BLDG 41

WICHITA

KS

67218 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth

KS

66048

36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin

TX

877-353-9791 512-460-5429 See CONTINUATION Page To establish a firm-fixed price contract for a 5-Year Electrical Flash Study for the Wichita VA Medical Center, Wichita, KS.

Please see Schedule and Statement of Work for more details.

Site Visit scheduled for 11:00 on 11/29/2018. All potential offerors are encouraged to attend this site visit.

See site visit specified in RFQ, all questions will be answered by amendment (if applicable) to this solicitation.

Responses to this RFQ are to be submitted electronically via email to daniel.thomas6@va.gov.

See CONTINUATION Page X X William Webb Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Specialist Daniel Thomas Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth, KS 66048

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin, TX

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

B.2 COST/PRICE SCHEDULE

ESTIMATED PERIOD OF PERFORMANCE DECEMBER 2018 THRU DECEMBER 2019 (EXACT DATES TBD)

Cost

TOTAL CONTRACT COST: $

B.3 STATEMENT OF WORK (SOW)

I. BACKGROUND

1. The contractor will provide all tools, materials, labor, supervision and test equipment to perform the 5-Year Arc Flash Safety Service Testing at the Robert J. Dole VA Medical Center located at 5500 Kellogg Ave. Wichita, KS. The Arc Flash Safety Service will identify electrical system hazards and provide proper labeling and recommendations for remediation per the recommendations of the National Fire Protection Association (NFPA) and the Institute of Electrical and Electronics Engineers (IEEE) safety standards and industry best practices.

II. SCOPE

2. UNDERSTANDINGS AND ASSUMPTIONS

(a) This Statement of Work defines the scope of the Arc Flash Safety Service that a vendor will provide, which will include the following:

(1) The vendor will gather data relevant to arc flash safety through review of information provided by the Medical center and gathered by vendor during an on-site assessment.

(2) Based on the data collected, the vendor will perform an initial arc flash analysis per industry standards, identifying arc flash hazards.

(3) The vendor will review findings with the Medical center.

(4) The vendor will provide the Medical center with one-line diagrams of the power system, recommendations for mitigation of arc flash hazards, and arc flash safety labeling.

(5) The vendor’s personnel will apply the arc flash labeling to the relevant equipment.

(6) The vendor can begin the work within four weeks or less of indication that we will receive the project. Vendor’s anticipates completion of the base arc flash study within ten weeks after the completion of the field investigation.

(b) The following count of electrical equipment is summarized based on the one-line diagrams provided.

(1) Two 12.47-kilovolt utility services

(2) One 12.47-kilovolt double-ended substation

(3) Ten 12.47-kilovolt selector switches

(4) Three 12.47-kilovolt switchgears

(5) Eight 12.47-480/277-volt transformers

(6) Seven 12.47-208/120-volt transformers

(7) Four 12.47-120/240-volt transformer

(8) Twenty-one 480-volt panels

(9) Four 480-volt main distribution panels

(10) Two 480-volt motor control center

(11) Two 480-volt generator

(12) Six 480-volt automatic transfer switches

(13) Two hundred and one 240-volt panels

(14) Twelve 240-volt main distribution panels

(15) Two 240-volt motor control center

(16) Eight 240-volt disconnect switches

(17) Five 240-volt generator

(18) Seven 240-volt automatic transfer switches

(19) One 480-208/120-volt transformer larger than 125kVA

(20) Eight 480-volt pieces of equipment

(21) Eleven 240-volt pieces of equipment

3. SCOPE OF THE ARCH FLASH SAFETY SERVICE

(a) Overview of the Arc Flash Study The vendor will perform a detailed study to determine potential arc flash incident energies, arc flash boundaries, and shock hazard boundaries. Through meetings with the Medical center and on-site inspection, the vendor will gather data on the Wichita VAMC compliance with the arc flash safety standards specified by OSHA, NFPA, and IEEE

(b) Phases of the Arc Flash Study The vendor will perform the Arc Flash Safety Service in the following phases:

(1) Perform Field Investigation

(2) Develop Computer Model

(3) Develop One-Line Diagrams

(4) Perform Short-Circuit Analysis

(5) Perform Arc Flash Study

(6) Option 1 – Protective Device Coordination

(7) Option 2 – Affix Arc Flash Labels

(c) Perform Field Investigation Vendor will perform a field investigation to obtain information about the facility’s 12.47-kilovolt, 480-volt, 240-volt, and 208-volt power distribution systems. Electrical equipment nameplate data and circuit breaker information will be investigated as required for use in the study. The vendor has allowed fifteen 10-hour days for field investigation. The facility will supply one NFPA 70E-qualified electrician to assist in the documentation process. The electrician should be available for at least 95% of the indicated allotted field investigation or additional charges may occur.

Vendor will also allow one additional 10-hour day to perform a limited field investigation on the three circuits where there was no one-line diagram information available to determine an exact equipment count. This time is based on field documents being accurate and up to date.

(d) Develop computer model Based on the information gathered during the field investigation, the vendor will develop a computer model using the latest version of SKM Systems Analysis Power Tools for Windows software.

(e) Develop one-line diagrams Based on the information gathered during the field investigation, the vendor will include time to develop seven AutoCAD-generated one-line diagrams of the facility’s 12.47-kilovolt, 480-volt, 240-volt and 208-volt power distribution systems to the panelboard bus level. The one-line diagrams generated in the SKM software program will be exported into AutoCAD drawings.

(f) Perform short-circuit analysis Using the computer model described above, the vendor will perform a short-circuit analysis of the 12.47-kilovolt, 480-volt, 240-volt, and 208-volt power distribution systems. The 240-volt and 208-volt electrical distribution systems fed from transformers greater than 125 kVA will be evaluated.

(g) Perform Arc flash study Based on the results of the short circuit analysis and the existing protective device settings, the vendor will perform an arc flash analysis of the 12.47-kilovolt, 480-volt, 240-volt, and 208-volt power distribution systems. The vendor will document the results and recommendations in a letter report, and provide one (1) set of arc flash labels based on the existing protective device settings.

The 240-volt and 208-volt electrical distribution systems fed from transformers greater than 125 kVA will be evaluated. General arc flash labels for 120/240V and 208/120V panel boards fed from transformers less that 125kVA will be provided for manager use.

(h) Option 1 – Perform Protective Device Coordination Study Based on the results of the short-circuit analysis, the vendor will perform a protective device coordination study of the facility’s 12.47-kilovolt, 480-volt, 240-volt, and 208-volt power distribution systems. The 240-volt and 208-volt electrical distribution systems fed from transformers greater than125 kVA will be evaluated. The protective device settings will be also reviewed to mitigate the incident energy results to lower values. Time current characteristic curves illustrating the coordination of the electrical distribution system overcurrent devices will be provided. The price of Option 1 is shown separately in the Cost section of this proposal.

(i) Option 2 – Affix Arc Flash Labels Vendor will allow FIVE (5) 10-hour days, including travel time and expenses, to affix arc flash labels on the electrical distribution equipment. The price of Option 2 will be shown separately in the Cost section of this proposal.

(j) Electrical Engineering Vendor will develop a formal engineering report for the short-circuit study, protective coordination study, and arc flash study. The deliverables are as follows:

(1) Auto-CAD one-line diagrams,

(2) Time current characteristic curves, Option 1

(3) Protective device setting sheets, Option 1

(4) Arc flash study report

(5) Arc flash labels

4. REVISIONS, CHANGES, AND PHASING

(a) Project Phasing All service activities are performed on a single-project engagement basis. Subsequent division of this scope into separate phases, sub-projects, milestone-based events, or other multi-phase activities shall be handled as a “Project Change Request,” as described in (b) Change Orders.

(b) Change Orders Any request by Medical center or Vendor for a change in this SOW or the deliverables must be in writing executed by both Medical center and Vendor. This includes requests for changes in project plans, including any change in dimensions, area, or shape of the space under review or the equipment to be assessed, specifications, schedule, designs, requirements, software environment, or any other aspect of the services or the deliverables. Panduit shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until the Change Order is signed by both the Medical center and Vendor.

5. REQUIREMENTS AND OBLIGATIONS

To ensure a successful engagement, the Medical center and Vendor must meet the following obligations to allow Vendor to perform the tasks detailed in this Statement of Work:

(1) Medical center provides Vendor staff with a simple floor plan drawn to scale.

(2) Medical center provides Vendor with the fault current data supplied by Westar utility service provider.

(3) During Vendor’s on-site visit, if needed, vendor provide a man-lift, ladders, and associated training and certification, or waiver thereof, at no cost to the medical center, unless the Medical center and Vendor agree to other arrangements prior to the on-site visit.

(4) During Vendor's on-site visit, Client must provide a qualified escort, such as an electrician, to assist in tasks such as identifying relevant equipment, tracing circuits, operating lifts by the Vendor’s.

(5) Medical center will grant the Vendor timely access to all locations in the facility where enterprise equipment is installed and used.

(6) Medical center will allow the vendor’s staff to take photographs as required to properly document the current state of the Medical center installation.

(7) The Medical center will provide a temporary on-site work space, with Internet and telephone access and space sufficient to accommodate Vendor’s to use laptop computers, tools, and measuring instruments to measure and record data regarding aspects of the enterprise equipment and physical infrastructure.

(8) The Vendor must assign a Project Manager with centralized responsibility for all vendor-controlled aspects of this engagement. This Project Manager (or their designee) must have the authority to make decisions relative to the engagement and to either assign resources or negotiate the assignment of resources within the Medical center. The Project Manager must be available to accept and approve deliverables, and to verify compliance of each deliverable with the acceptance criteria defined in this Statement of Work. The Project Manager shall then indicate that the deliverable is in compliance either by signature (on a signature page that is part of the deliverable or on a separate document to be provided by Vendor) or via email.

(9) Upon acceptance of this Statement of Work and prior to work being started, Client, Owner, and Panduit will discuss the overall engagement and mutually agree to a detailed project schedule. At such time, the identification of Client, Owner, and Panduit resources will be made and schedules for these resources planned.

(10) Client acknowledges that Panduit’s Services will be based on the data, plans and specifications submitted to Panduit by or on behalf of Client (“Client Information”). Client agrees to be solely responsible for the completeness and accuracy of its Client Information and Panduit will not be liable for any errors or omissions in the Client Information. Client acknowledges that proper application and interpretation of any recommendations contained in the Deliverables require the exercise of informed judgment on the part of Client. Client agrees to be solely responsible for the proper application and interpretation of any recommendations made by Panduit pursuant to the Services.

(11) All work is to occur during normal business hours, between 8:00AM and 5:00PM (0800 to 1700) local time, Monday through Friday, excluding holidays.

(12) Client must accept or reject each Final Deliverable within five business days of receipt. If Client reasonably believes that Panduit did not complete the Services and Deliverable in substantial conformance with this Statement of Work, Client must notify Panduit of its rejection in writing, listing specific reasons. Panduit then has five business days to make corrections so that the Deliverable substantially conforms with this Statement of Work. Within five days of receiving a rejection, Panduit will present the revised Deliverable to Client, and Client will have five business days to accept or reject the revision. If Panduit does not receive a written rejection or acceptance from Client of the revised Deliverable within five days, the Deliverable will be deemed to be accepted by Client.

6. LIMITATIONS OF SERVICE

(a) Operation, Repairs, or Remediation Panduit is not responsible for the proper operation, repairs, or remediation of any products or systems observed during this assessment. Panduit is solely responsible for providing the assessment and analysis services listed in this Statement of Work, provided that Client and Owner have complied with all of their obligations.

(b) Services Excluded The following services are excluded from the scope of Panduit’s services:

(1) Equipment installation, maintenance, repair, or upkeep

(2) Changes to the operation of equipment

(3) Implementation of assessment report recommendations

(4) Design activities and preparation of construction documents

(5) Preparation of change orders that alter the basic requirements or scope of the assessment service as described in previous sections

(6) Assessment, analysis, design, or specification of any physical infrastructure system or any other services within the realm of equipment or systems not specifically enumerated in previous sections.

(c) Limitation of Liability

(1) The total liability, if any, of Panduit and its affiliates, subsidiaries, officers, directors, employees, and subcontractors, including but not limited to liability arising out of contract, tort, breach or failure of warranty, or otherwise, shall not in any event exceed the fees paid by Client under the SOW out of which the claim arose. Panduit and its affiliates, subsidiaries, officers, directors, employees, and subcontractors shall not be liable for costs of procurement of substitute services or for any loss due to delay of performance or for any loss or inaccuracy of data, loss of use of any property, costs of capital, downtime costs, costs of interruption of business, lost profits or revenue, or any indirect, special, incidental, or consequential damages, however caused and on any theory of liability, arising from the provision of services under this agreement, even if they have been advised of the possibility of such damages and Project Costs.

(2) Sales tax is not included in the prices set forth above. If state sales tax is applicable, it will be indicated at the applicable rate on invoices and statements.

(3) This agreement is between Client and Panduit. Payment to Panduit shall not be contingent upon Client’s receipt of funds from a third party.

(4) This proposal includes field verification of conductor sizes for the power circuits of the electrical power distribution system as stated above. Electrical circuits will be visually walked down between the electrical equipment. Circuit tracing using wire trace equipment is not included as part of this proposal. Field equipment labels and documentation (panel schedules) are assumed to be accurate and up-to-date.

(5) As part of Option 1, the protective device coordination study is based on the coordination of electrical mechanical overcurrent relays, overcurrent settings of microprocessor-based protective relays, low-voltage switchgear circuit breakers, and thermal magnetic circuit breakers. Miscellaneous settings and setup information for microprocessor-based protective relays are not included as part of this proposal.

(6) As part of Option 1, time-current characteristic curves illustrating the coordination of the electrical distribution system overcurrent devices will be provided. Time-current characteristic curves of electrical load and motor circuits do not provide a direct benefit when performing the protective device coordination study. Since, most devices are fuses or thermal magnetic circuit breakers with fixed settings. Panduit has not included any time to develop time-current characteristic curves of electrical load and motor circuits, but this can be provided at additional cost upon request.

(7) Panduit has not included any time to perform a short-circuit analysis, protective device coordination, or arc flash analysis to the equipment panel or control panel level. These analyses can be provided at additional cost upon request.

(8) Modeling of motors greater than 50HP is not included in this proposal. For modeling purposes, lumped motor loads for motors are placed on the 480-volt distribution panel buses.

(9) The proposal is based on running two scenarios for the short-circuit and arc flash analyses. The normal operating configuration (with the facility being fed from the utility source and the emergency operating configuration with the generator as the source) is included within this proposal. Analyses for additional operating conditions can be performed at additional cost.

(10) IEEE Standard 1584 and NFPA 70E state that the 208-volt and 240-volt systems supplied by transformers smaller than 125 kVA do not require an arc flash analysis due to empirical data documenting that the bus arcing fault current cannot sustain itself under these operating conditions.

(11) Any comments, explanations, or exceptions to the provided document “Electrical Study E11” have been indicated in the attachment of this proposal.

III. GENERAL ADMINSTRATION

(a) Contract Officer Representative (COR)

(1) Contact | contact number | email@va.gov to coordinate this service. The contractor will contact the COR to schedule the work to be completed; upon arrival, the contractor will contact the COR. The COR will escort the contractor to the appropriate area and monitor the work being done. Upon completion of the work, the COR will escort the contractor out of the area.

(b) Place of Performance

(1) The services for the pickup will take place at the Department of Veterans Affairs:

Wichita VA Medical Center, 5500 East Kellog, Bldg 41, Wichita, KS 67218

(c) Period of Performance

(1) Completion Date: 12 months from contract Award/Effective Date, See Block 3 of SF1449

(d) Contract Administration Data

(1) All contract administration functions will be retained by the Department of Veterans Affairs. The Contracting Officer will be 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 will be authorized to make commitments or issue changes that affect price, 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 unauthorized and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof.

(e) Non-Personal Services.

(1) This is a non-personal services contract. Personnel rendering services under this contract are not subject either by the contract’s terms or by the manner of its administration, to the supervision and control usually prevailing in relationships between the government and its employees. The Government shall not exercise any supervision or control over the contract service providers performing services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn, is responsible to the Government.

(f) Hours of Operations

(1) Business hours: Monday through Friday, 8:00 a.m. - 4:30 p.m.

(2) Off-duty hours: Friday through Monday, 4:30 pm—8:00am; Monday through Thursday, 4:30 pm—8:00 am.

(3) National Holidays: The 10 holidays observed by the Federal Government are:

New Year’s Day;

Martin Luther King’s Birthday;

Presidents Day;

Memorial Day;

Independence Day;

Labor Day;

Columbus Day;

Veterans Day;

Thanksgiving;

Christmas; and any other day specifically declared by the President of the United States to be a national holiday.

(g) Quality Control

(1) CONTRACT PERFORMANCE MONITORING. The POC may perform surveillance of services by any of the methods listed below:

a) Observing actual performance;

b) Inspecting the services to determine whether the performance meets the performance standards; and

c) Review of any other appropriate records.

d) When unacceptable performance occurs, the POC shall inform the Contractor and the Contracting Officer. This will normally be in writing unless circumstances necessitate verbal communication. In any case the POC shall document the discussion and place it in the POC file. When the POC determines that formal written communication is required, the POC shall prepare a Contract Discrepancy Report (CDR), and present it to the contractor program manager. The Contractor shall acknowledge receipt of the CDR in writing. The CDR will specify if the Contractor is required to prepare a corrective action plan to document how the Contractor shall correct the unacceptable performance and avoid a recurrence. The CDR will also state how long after receipt the Contractor must present this corrective action plan to the POC. The Government shall review the Contractor corrective action plan to determine acceptability. Any CDRs may become a part of the supporting documentation for any contractual action deemed necessary by the Contracting Officer.

e) Pursuant to VAAR Provision 852.270-1, Representatives of Contracting Officer representative(s); The Government shall periodically evaluate the Contractor performance by appointing a POC to monitor performance to ensure services are received. The Government representative(s) shall evaluate the Contractor performance through inspections of observations, inspection of services or any other form of documentation and all complaints from VA personnel. The Government may inspect as each task is completed or increase the number of quality assurance inspections if deemed appropriate because of repeated failures or because of repeated customer complaints. Likewise, the Government may decrease the number of quality assurance inspections if performance dictates. The Government Contracting Officer shall make final determination of the validity of customer complaint(s).

f) If any of the services do not conform to contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by re-performance, the Government may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements at no additional cost to the Government.

g) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements at no additional cost to the Government.

(h) Contract Security

(1) The C&A requirements do not apply and a Security Accreditation Package is not required.

36C25519Q0075

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 14 days of contract expiration.

(End of Clause)

C.4 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.5 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.6 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…