36C25519Q0579-001.docx

36C25519Q0579

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

657-19-1-1529-0002 657C90193 36C25519Q0579 07-03-2019 Kidder, Bruce | bruce.kidder@va.gov 913-946-1957 07-30-2019 12:01pm 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth

KS

66048 X X 237130 $36.5 Million X N/A X St. Louis VA Medical Center Jefferson Barracks Division 1 Jefferson Barracks Drive St. Louis

MO

63125-4199 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 one-time service to acquire, replace and dispose of two (2) pad-mounted transformers, one (1) 500kVA and one (1) 300kva, for the St. Louis VA Medical Center, Jefferson Barracks Division, with a completion date 60-days from the Block 3 date of this solicitation.

See page 7 for the B.3 Schedule of Price and Delivery See pages 8 through 19 for the B.4 Statement of Work See page 37, for Section D, Wage Determination, WD 2015-5075, St. Louis City, MO See pages 42 through 44 for E.2 ADDENDUM to FAR 52.212-1: Instructions to Offerors 657-3690162-1529-854100-2580 0100C10Y2 X Bruce L. Kidder Contracting Officer Attention Please go to Pages 42 through 44 of this RFQ and review E.2 ADDENDUM to FAR 52.212-1:

Instructions to Offerors.

This ADDENDUM contains key information 36C25519Q0579 on how to properly respond to this RFQ.

Table of Contents

A.2 CONTRACT ADMINISTRATION DATA

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

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

a. CONTRACTOR:

Leavenworth, Kansas 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.

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

SECTION B - CONTINUATION OF SF 1449, BLOCK 20

B.1 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.2 GRAY MARKET PREVENTION LANGUAGE

1. Gray market items are Original Equipment Manufacturer’s (OEM) goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for new OEM medical supplies, medical equipment and/or services contracts for maintenance of medical equipment (i.e. replacement parts) for VA Medical Centers. No remanufactures or gray market items will be acceptable.

2. Vendor shall be an OEM, authorized dealer, authorized distributor or authorized reseller for the proposed medical supplies, medical equipment and/or services contracts for maintenance of medical equipment (i.e. replacement parts), verified by an authorization letter or other documents from the OEM, such that the OEM’s warranty and service are provided and maintained by the OEM. All software licensing, warranty and service associated with the medical supplies, medical equipment and/or services contracts for maintenance of medical equipment shall be in accordance with the OEM terms and conditions.

3. The delivery of gray market items to the VA in the fulfillment of an order/award constitutes a breach of contract. Accordingly, the VA reserves the right enforce any of its contractual remedies. This includes termination of the contract or, solely at the VA’s election, allowing the Vendor to replace, at no cost to the Government, any remanufactured or gray market item(s) delivered to a VA medical facility upon discovery of such items.

B.3 SCHEDULE OF PRICE AND DELIVERY

Completion Date: 60-days from contract Award/Effective Date, Block 3 of SF 1449.

Below, please provide the brand name and model number of the replacement transformers (300kVA and 500kVA units) that you plan to furnish for this requirement.

300kVA

500kVA

Page 1 of

B.4 STATEMENT OF WORK (SOW)

1. GENERAL INFORMATION.

a. Project: The Contractor shall acquire, replace and dispose of two (2) new Pad-mounted transformers to replace two (2) older transformers, a 500kVA and a 300kVA located at:

St. Louis VA Medical Center Jefferson Barracks Division 1 Jefferson Barracks Drive St. Louis, MO 63125-4199 The Contractor shall furnish all labor, parts, tools and other material necessary to replace the current units with new and make them fully operational.

b. Scope of Work: The Contractor shall provide all resources necessary to accomplish the deliverables described in this statement of work (SOW), except as may otherwise be specified.

c. Performance Period: The Contractor shall begin the work required under this SOW commencing with the effective date of award (Award/Effective Date, Block 3 of SF 1449), and complete work 60-days from then, unless otherwise directed by the CO. Work at the VA Medical Center shall not take place on Federal holidays or weekends unless directed by the POC or the CO.

d. Point of Contact: The Government Point of Contact (POC) for this contract is listed in Block 20, SF 1449. The contractor's representative will schedule all work with the POC prior to performance of services. The contractor shall report all issues to the POC. The contractor shall ONLY respond to service calls placed by the POC, or his representative.

2. EQUIPMENT TO BE REPLACED. The following items are presently installed and are to be removed, disposed of and replaced with brand new and unused transformers, acquired by the contractor.

3. REPLACEMENT PAD-MOUNTED LIQUID-FILLED TRANSFORMER SPECIFICATIONS. The transformers furnished shall be new, unused, and shall meet or exceed the specification listed in Enclosure 1: Transformer Specifications of this SOW.

4. GENERAL REQUIREMENTS.

a. Personnel Qualifications:

1. The Contractor must have an established business, with an office and full-time staff to include a "fully qualified" field service engineer (FSE). To be considered "Fully qualified" the FSE(s) must have successfully completed a formalized training program on the equipment specified. For field experience, the FSE(s) must have a minimum of two years’ experience installing and servicing comparable transformers. All work shall be performed by "fully qualified" competent FSE(s).

2. The Contractor shall provide written assurance to the competency of their personnel and a list of credentials for the FSEs that will be performing the work. The CO specifically reserves the right to reject any of the Contractor's personnel and refuse them permission to work on the equipment.

3. If subcontractors are used, they must be approved in advance by the CO and be identified in the contract. The Contractor shall submit any proposed subcontractor(s) to the CO for approval/disapproval. Subcontractors can only be added, deleted or substituted through a modification of the contract.

b. Testing/Inspection/Acceptance:

1. After the replacement transformers have been installed and have been made operational the Contractor will perform any testing required to certify that the equipment meets all original equipment manufacturer (OEM) operating and safety requirements.

2. Provide manufacturer's certificate that the transformer design tests comply with IEEE C57.12.90.

3. Perform the following factory-certified routine tests on each transformer for this Project:

a. Resistance.

b. Turns ratio, polarity, and phase relation.

c. Transformer no-load losses and excitation current at 100 percent of ratings.

d. Transformer impedance voltage and load loss.

e. Operation of all devices.

f. Lightning impulse.

g. Low frequency.

h. Leak.

i. Transformer no-load losses and excitation current at 110 percent of ratings.

j. Insulation power factor.

k. Applied potential, except that this test is not required for single-phase transformers or for three-phase Y-Y-connected transformers.

l. Induced potential.

m. Resistance measurements of all windings on rated voltage connection and at tap extreme connections.

n. Ratios on rated voltage connection and at tap extreme connections.

o. Polarity and phase relation on rated voltage connection.

p. No-load loss at rated voltage on rated voltage connection.

q. Exciting current at rated voltage on rated voltage connection.

r. Impedance.

4. After receiving certification, the facility POC, in the company of the Contractor, will inspect the work and will either:

a. Document any discrepancies and establish a time-table with the Contractor to eliminate the discrepancies.

b. Will accept the job.

5. SERVICES TO BE PROVIDED.

a. Removal and replacement: Furnish all labor, parts, equipment, shipping, supplies, travel, test and calibration required to replace the existing transformers while meeting the specifications in Enclosure 1, with transformers that are equal in function, and make them operational.

b. Transportation, decontamination or disposal of replaced units. It is anticipated that the replaced transformers may contain toxic Polychlorinated Biphenyls (PCB). The Contractor will conduct on-site sampling for PCB levels and analyze those samples. Once PCB levels have been determined the Contractor shall properly dispose of the replaced transformers in accordance with 40 CFR 761 and all applicable United States Environmental Protection Agency (EPA) rules and regulations. The contractor is responsible for all associated costs to include but not limited to testing and analysis costs, disposal fees, crane rental, certified waste transportation fees, recycling and disposal fees. The Contractor will recycle or dispose of the transformers as appropriate for the PCB level they contain. Only disposal facilities with current EPA permits shall be used. A certificate of disposal will be issued for all regulated material within 30 days of final processing.

c. Work hours: All transformer removal and installation requiring interruption to electrical service will be performed during the weekend in order not disrupt critical VA Medical Center, St. Louis MO medical services. Work that does not disrupt electrical service may be performed during normal business hours, 7:30 AM - 5:00 PM, Monday-Friday, except Federal Holidays (see d. below), unless otherwise specified. Any Contractor work outside normal business hours must be preapproved by the COR or POC. Any Contractor requested work performed outside of normal business hours will be provided at no additional charge to the government.

d. National Holidays: The 10 holidays observed by the Federal Government are:

1. New Year’s Day;

2. Martin Luther King’s Birthday;

3. Presidents Day;

4. Memorial Day;

5. Independence Day;

6. Labor Day;

7. Columbus Day;

8. Veterans Day;

9. Thanksgiving;

10. Christmas; and

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

e. Inspection of transformers: Prior to providing a quote, vendors may visit the site, view the transformers and acquaint themselves with the Statement of Work and the job by contacting the facility point of contact and scheduling a visit. Failure to view the site will not relieve the Contractor from the responsibility of fully complying with this SOW and the resulting contract.

f. Special Requirements:

1. Contractor Check-in: The Contractor's representative will report to Engineering prior to performance of service to obtain a Contractor’s ID badge. If the Contractor plans to work past normal business hours he must contact the Engineering Department and they will notify the police of the name of the Contractor and the location of where he will be working. The Contractor will report to Police Dispatch to turn in the Contractor’s ID badge and inform them they have discontinued their work in the area and are leaving the premises.

2. Identification: The Contractor’s field service employee shall wear visible identification at all times while on the premises of the VA Medical Center.

3. Restrictions: Smoking is prohibited inside of buildings. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of the VA regulations may result in citation answerable in the United States (Federal) District Court.

4. Vehicles: All Contractor vehicles will be locked and the keys removed while performing service on the Medical Center’s property. This is intended to protect the Contractor’s property and provide for the safety of the VA Medical Center’s personnel. Vehicle(s) shall be identified. Parking in the appropriate designated parking areas is expected. Information on parking is available from the VA Police. The VA Medical Center will not invalidate or make reimbursement for parking violations of the Contractor for any conditions.

5. Safety Requirements: In the performance of this contract, the Contractor shall take such safety precautions as the CO or POC may determine to be reasonably necessary to protect the lives and health of the occupants of any building. The CO or POC will notify the Contractor of any noncompliance with the foregoing provisions and action to be taken.

6. Exposure to blood borne or infectious material: There is a potential for exposure to blood borne or other infectious material with equipment throughout the medical centers. All maintenance persons must use the “Universal Precautions” (i.e. decontamination of medical equipment, wearing protective gloves, aprons, and goggles) during testing, cleaning and maintenance/repair procedures.

7. Damage: The Contractor shall repair any damage to the premises caused by the contractor, its employees, or the agents. Contractor shall hold harmless and indemnify the Government from and against any and all losses or damages resulting from contractor’s installation, maintenance, service, removal or operation of the equipment or any other equipment of contractor’s except loss or damage arising from negligent or intentional act or omission of the Government.

8. Insurance: The Contractor shall maintain Workers Compensation, General Liability and Property Damage Liability insurance for the duration of the contract. Proof of insurance will be provided to the Contracting Officer (CO) prior to the commencement of any work.

g. See Enclosure 1: Transformer Specifications, for further information.

h. See Enclosure 2: Pictures of Current Transformers, for further information.

6. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES. The Contractor will perform the required services within the performance period stated in this SOW to ensure that equipment furnished will function in conformance with the latest OEM specifications, the latest published editions of NFPA-99 and 110, OSHA, National Electric Code (NEC), Life safety Code (LSC), Joint Commission on Accreditation of Healthcare Organizations (JACHO) and VA regulations.

7. SCHEDULE FOR DELIVERABLES. If for any reason any deliverable cannot be delivered within the scheduled time frame, the Contractor is required to explain why in writing to the CO, including a firm commitment of when the work shall be completed. This notice to the CO shall cite the reasons for the delay, and the impact on the overall project. The CO will then review the facts and issue a response, in accordance with applicable regulations.

8. TRAVEL. Authorization of and all costs associated with travel required for the performance of this contract shall be the responsibility of the Contractor and is to be included in the fixed contract price.

9. CONTRACTOR RESPONSIBILITIES.

a. The Contractor shall provide all labor, material and supplies required to perform the services specified in section (f) above. The Contractor is not responsible for damage resulting from: government neglect, misuse, electrical power failure, air conditioning or humidity failures, or causes other than ordinary use.

b. While Contractor personnel are at the Government facility, the Contractor is responsible for compliance with all laws (OSHA), regulations and rules governing conduct with respect to health and safety as they relate to:

1. Its employees and agents,

2. Other personnel who are Government employees or agents of the Government,

3. Beneficiaries and guests of the government, and

4. other personnel who property at the site regardless of ownership.

10. GOVERNMENT RESPONSIBILITIES.

a. Access to equipment: Subject to security regulations, the Government shall permit access to transformers that are to be removed and replaced.

b. Concrete pad: The Government shall provide a concrete pad suitable for mounting the existing transformers. If the existing pad is not suitable for mounting the replacement transformers, or will need to be modified to accommodate the replacement transformers, the Contractor shall note the condition that will need to be corrected and shall separately include in their price quote the cost of removing the existing pad and replacing it with a suitable pad, or modifying the existing pad to make it suitable for the replacement transformer. The Government, at its option, may replace or modify the existing pad or include the construction/modification in the contract.

11. CONTRACT ADMINISTRATION DATA. 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, 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 unauthorized and no adjustment will be made in the contract price to cover any increase in costs incurred because of the change.

12. PERSONNEL

a. Non-Personal Services. 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.

b. Contractor Compliance with the Immigration and Nationality Act of 1952. The Contractor shall comply with all legal provisions contained in the Immigration and Nationality Act of 1952, As Amended; its related laws and regulations that are enforced by Homeland Security, Immigration and Customs Enforcement and the U.S Department of Labor as these may relate to non-immigrant foreign nationals working under contract or subcontract for the Contractor while providing services to Department of Veterans Affairs patient referrals.

13. IT SECURITY REQUIREMENTS. Specific training and certification requirements for Contractor personnel for the viewing, handling or storage of confidential information are not applicable to this contract. The C&A requirements do not apply, and a Security Accreditation Package and BAA are not required.

Enclosure 1: Transformer Specifications

1. Windings Material: Copper.

2. Surge Arresters: Comply with IEEE C62.11, Distribution Class; metal-oxide-varistor type, fully shielded, separable-elbow type, suitable for plugging into the inserts provided in the high voltage section of the transformer. Connected in each phase of incoming circuit and ahead of any disconnecting device.

3. Winding Connections: The connection of windings and terminal markings shall comply with IEEE C57.12.70.

4. Efficiency: Comply with 10 CFR 431, Subpart K.

5. Insulation: Transformer kVA rating shall be as follows: The average winding temperature rise above a 30 deg C ambient temperature shall not exceed 65 deg C and 80 deg C hottest-spot temperature rise at rated kVA when tested according to IEEE C57.12.90, using combination of connections and taps that give the highest average winding temperature rise.

6. Tap Changer: External handle, for de-energized operation.

7. Tank: Sealed, with welded-on cover. Designed to withstand internal pressure of not less than 7 psi (50 kPa) without permanent distortion and 15 psig (104 kPa) without rupture. Comply with IEEE C57.12.36.

8. Enclosure Integrity: Comply with IEEE C57.12.28 for pad-mounted enclosures that contain energized electrical equipment in excess of 600 V that may be exposed to the public.

9. Mounting: An integral skid mounting frame, suitable to allow skidding or rolling of transformer in any direction, and with provision for anchoring frame to pad.

10. Insulating Liquids:

Less-Flammable Liquids:

a. Edible-Seed-Oil-Based Dielectric: Listed and labeled by an NRTL as complying with NFPA 70 requirements for fire point of not less than 300 deg C when tested according to ASTM D 92. Liquid shall be biodegradable and nontoxic, having passed the Organization for Economic Co-operation and Development G.L.203 with zero mortality, and shall be certified by the U.S. Environmental Protection Agency as biodegradable, meeting Environmental Technology Verification requirements.

b. Biodegradable and Nontoxic Dielectric: Listed and labeled by an NRTL as complying with NFPA 70 requirements for fire point of not less than 300 deg C when tested according to ASTM D 92.

11. Sound level shall comply with NEMA TR 1 requirements.

12. Corrosion Protection:

a. Transformer coating system shall be factory applied, complying with requirements of IEEE C57.12.29, in manufacturer's standard color green.

b. Fabricate front sill, hood, and tank base of single-compartment transformers from stainless steel according to ASTM A 167, Type 304 or 304L, not less than No. 13 U.S. gage, complying with requirements of IEEE C57.12.29, standard color green.

c. Base and Cabinets of Two Compartment Transformers: Fabricate from stainless steel according to ASTM A 167, Type 304 or 304L, not less than No. 13 U.S. gage. Coat transformer with manufacturer's standard green color coating complying with requirements of IEEE C57.12.29, in manufacturer's standard color green.

Enclosure 2: Pictures of Current Transformers Building 2 / 300kVA Primary:

Building 23 / 500kVA Primary:

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 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.4 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

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

(End of Clause) C.6 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns.