36C25522Q0095.docx

36C25522Q0095

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C25522Q0095 Jennifer Sotomayor 913-946-1975 01-18-2022

10AM

CST

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

KS

66048 X 334515 750 Employees N/A X Department of Veteran Affairs Network Contracting Office (NCO) 15 3450 S. 4th Street Trafficway Leavenworth, KS 66048

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

KS

66048

36C255

Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin

TX

877-353-9791 512-460-5429 See CONTINUATION Page This is a request for quote to to establish a contract for Line Isolation Monitor and Power Meter Maintenance for the Kansas City MO VAMC in accordance with the Performance Work Statement.

The government intends to award a firm fixed price contract as a result of this solicitation for one (1) base year and up to four 4) one year options that may be exercised at the contracting officer's discretion.

All questions will be sent via e-mail to:

Jennifer.Sotomayor@va.gov and are due NLT 20 December 2021

11:00 AM CST.

Proposals must be received by Jennifer.Sotomayor@va.gov prior to 10:00 AM CST on 18 January 2022.

See price schedule and performance work statement for more detail.

See CONTINUATION Page X Jennifer Sotomayor 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 Officer 36C255

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

36C25522Q0095

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PERFORMANCE WORK STATEMENT

Line Isolation Monitor and Power Meter Maintenance Kansas City VA Medical Center

General Information

1. GENERAL: This is a non-personal services contract to provide Line Isolation Monitor (LIM) maintenance and calibration for all Square D Isolation Panels in the Medical Center. It also includes regular maintenance and software upgrades for all Square D power meters and monitoring devices that are identified below, in the Statement of Work. Contract activities will be for the Kansas City, VA Medical center 4801 East Linwood Boulevard, Kanas City MO, 64128. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

1.1 Description of Services/Introduction: The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items to perform Inspection and testing services as defined in this Performance Work Statement (PWS), section 5. The Contractor shall perform to the standards in this contract.

1.2 Background: The Kansas City, VA Medical Center has eighteen (18), Schneider/Square D ISO-GARd IG2000CBM, Line Isolation Monitors for eighteen (18) Isolation Panels. The Operating Room (OR) Suite has fifteen LIM’s; the Cardiac Cath Lab has two LIM’s and the Pain Clinic has one LIM.

Our Hybrid OR has four, Schneider/Square D ISO-GARd Series 6, Line Isolation Monitors. The total LIM’s in the Medical Center is twenty-two.

The Medical Center has four (4), independent electrical metering networks that utilize, Schneider/Square D, Power ION meters. All four (4) systems are completely Air-Gapped from any VA Network or Database. All the cabling and supporting equipment for the electrical metering systems are isolated from the VA’s OIT and do not utilize any of the Medical Center’s Data Closets, nor is any of the equipment, shared or connected to any of the VA’s OIT system or equipment.

The first network that was installed is the National Network, it is a series of electrical meters, and other supporting equipment that monitor the two, Medium Voltage (MV), incoming Utility Feeders and all the facilities MV, primary distribution feeders. This system was installed around 2009 as part of a National Contract with Schneider Electric and VACO. The system has a remote server and access to the metering data is accessed via the internet. Multiple users can view the data at any given time.

The second network consists of several meters that monitor the power for electrical panelboards and Motor Control Centers (MCC), located throughout the campus. The meters are on the secondary side of the distribution transformers and connected downstream from the distribution feeders, main switchboard. This system was installed in 2011. This network’s server was installed in Building 6. Access to the metering data is done directly at the server. Only one user can be logged in to access the data at any time.

The third network consists of thirty-one (31), PM8000’s mounted on the ATS’s and are connected to the Emergency Power Supply System (EPSS). This network’s server is installed in Building 40. Access to the metering data is done directly at the server. Only one user can be logged in to access the data at any time.

The fourth network incorporates the meters for the MV, Main-Tie-Main (M-T-M) Switchgear lineup in Building 40. The system consists of fourteen (14), Schneider/Square D, PM5563 on the feeder breakers and two (2), CM4T’s on the two utility mains. The meters are connected to a control/display cabinet, located just outside the room where the M-T-M gear is located. Only one user can be logged in to access the data or to edit any functions, at any time.

The VA’s ION v6 system is made up of thirty-one (31) PM8000’s monitoring ATS’, nineteen (19) ION7550’s on MCC’s, thirty-two (32) A Trip units, and three (3) PM870’s on switchgear in Buildings 3 and 26. There is a Phoenix Contact Industrial PC HMI monitoring the status of the Main LV Switchboard near Building 40 and System ATS’s. There is a new MV M-T-M Switchgear lineup to be added to the energy management system. This lineup has fourteen (14) PM5563’s and (2) CM4T’s on the mains.

There is a total of one hundred-seven (107) connected devices across eight buildings (1, 2, 3, 4, 6, 15, 26, and 40). There is a wired communication connection between Buildings 1, 15, and 26, and a radio connection between Buildings 1, 2, 3, 4, 6, and 40.

There are six (6) emergency generators and one (1) standby generator (7 generators in total) located around the facility. The generators are currently without communications and not yet connected in the metering system.

1.3 Objectives: Contractor will annually inspect and calibrate, to Schneider/Square D OEM specifications, all 18 LIM’s in the Medical Center. Contractor will also perform preventive maintenance for the Isolation Panels that are monitored by each LIM. This work will be done during hours that are outside of normal business hours, such as nights/weekends.

Upon initial inspection of the LIM’s, the contractor will determine if the LIM’s have the capability to be added to the Building Automation System (BAS). If the LIM’s have that capability, the contractor will notify the COR, and at that time, the COR will ask the contractor for a cost proposal to add the LIM’s to the BAS.

Contractor will incorporate all four (4) electrical metering networks into one (1) centralized metering network. The network will utilize Schneider Electric EcoStruxure Power Monitoring Expert. This network will be completely Air-Gapped from any VA Network or Database. Any cabling and supporting equipment shall be isolated from all the VA’s, OIT networks, and will not utilize any of the Medical Center’s Data Closets. Components and cabling of the metering network will not: connect to, attach to, or share with, any of the VA’s OIT networking systems and/or equipment.

Contractor will provide and maintain a Power Monitoring System Report Writing software that is able to utilize all the functions of the meters and the supporting equipment that is connected to the centralized metering network.

The report writer software, shall be able:

· Utilize all the designed features and functions of every Schneider/Square D meter connected to the centralized network.

· Create Power Quality Reports, including color printing, using programmed and/or non-programmed parameters.

· Provide a report with:

· Generator Loading Pass/Fail indication

· Minute-by-minute generator run table and trend plot

· Min/Max/Avg voltage and current readings during test period

· Generator run time information — engine hours, cooldown, etc.

· Engine data — automatic collection of EGT, oil pressure, water temperature, DC amps, and DC volts

· Ability to run reports for real outages as well as test scenarios

· Event log showing date/time stamping of ATS and generator status

· Configurable pass/fail option to indicate if emergency power transfer occurred within configurable priority levels and associate transfer times

The new centralized electrical metering network shall be:

· Cloud based.

· Dedicated internet feed to the head-end, which will be provided and maintained by the contractor.

· A static IP address.

· A VPN gateway at the head-end.

· Allow for access by multiple authorized users, simultaneously, from their Desktop or Laptop computers, via the Web.

· Able to send Text Alerts/Alarms, or other type of electronic notifications, in the event of a critical issue with the electrical system or sub systems. Examples of critical issues include, but are not limited to:

· Smart events and alarm clustering for intuitive filtering, searching and categorization of events and alarms.

· ATS Status: Test, Emergency, Normal mode, Priority Level, Transfer Time, In Emergency Time

· Gen Status: Available, Running, Stopped, Load Percentage, Lod Threshold, Run Duration, Required Run duration, measurement (kW, kVA, Load%, Lavg, VIIavg, VInavg, Frequency)

· Event Time Stamping

· EPSS Test Pass/Fail

· Load type and measurement type (Active Power, Apparent Power, A-B-C Current, A-B-C Voltage, Phase Voltage), Min, Max, Average, Units

· Power Quality events such as sags, swells, flicker, harmonics, power factor

· Generator(s) running.

· Custom notifications that have been programmed by the primary administrator.

· Connected to all 7 Electrical Generators on the campus and shall monitor, at a minimum:

· Generator operational status (Running/Stop/Common Alarm).

· Fuel consumption.

· Exhaust temperature.

· Battery Health

· Starter Health

Training: Contractor will provide on-site, virtual training to the electrical staff, which will provide basic knowledge on how to run and operate the new system. Any advanced or specialized training will be coordinated outside of this contract.

1.4 Scope: Contractor will supply all tools, materials, equipment, and supervision to:

· Combine the 4 (four) metering networks into one centralized network.

· Connect the 7 (seven) generators to the metering network. This will include any cabling, monitoring, or sensing devices at the generators, and/or generator controller components.

· Perform Annual maintenance of the metering network.

· Annual calibration of all twenty-two (22) LIM’s.

· Perform preventive maintenance on all twenty-two (22), Isolation Panels that are being monitored by the LIM’s.

Contractor will annually verify that each electrical meter is functioning to factory specifications. The wiring connections for the meters will be inspected and the meters will be cleaned. If any meter(s) is found to be out of factory specifications, or non-functional, the contractor will provide a report to the COR. The report will identify the meter(s) and its location(s). The report will include the cost(s) to replace the defective meter(s). The format that will be used for the report will be submitted to the COR in advance, for review and concurrence.

Contractor will annually, complete a system functionality test of the centralized network and when software upgrades have been installed. Contractor will install software updates as soon as they become available.

The Contractor shall perform Annual Preventive Maintenance of the Line Isolation Panels and the LIM’s:

· Calibrate Line Isolation Monitors (LIM’s). The LIM’s will be calibrated to factory design specifications and tolerances. Contractor will provide documentation of the calibrations to the VA, within 14 calendar days of the completion of the calibrations. If a meter(s) cannot be calibrated, due to malfunctions of the equipment, the contractor will notify the COR, and they will also, provide a proposal to replace the defective LIM.

· Verify functionality of the audible alarms at the Isolation Panels.

· Simulate a ground leakage fault for each circuit connected to the Isolation Panel. Document the findings.

· Exercise all circuit breakers

· Verify proper torque on all electrical connections, including circuit breaker bolting to buses.

· Cleaning inside panel enclosures with a HEPA Vacuum, approved for use in Operating Rooms and rooms used for medical procedures. A new filter will used at the beginning of the PM services.

1.4.1 Deliverables

· Combining existing metering networks, Qty. 4, into one centralized metering network. This is base year requirement only.

· Connecting the 7 generators to the metering network. This is base year requirement only.

· Annual maintenance of all meters, including any operational software and/or hardware on the network. This is a requirement for all contract years.

· Annual inspection, calibration, and Preventive Maintenance of all LIM’s in the Medical Center. This is a requirement for all contract years.

· Reports for all preventive maintenance performed on all devices and the network. This is a requirement for all contract years.

· Hosting and support of the EcoStruxure Power Monitoring Expert (PME) power/energy management software. This is a requirement for all contract years.

· Training for electrical staff:

· Cloud based metering network

· Report Writer Software

· Generator Monitoring.

1.5 Period of Performance: The period of performance for a contract year will be 365 calendar days.

1.6 General Information

1.6.1 Federal Observed Holidays:

Juneteenth Independence Day Christmas Day

1.6.2 Hours of Operation: The Contractor is responsible for conducting business, between the hours of 7:00 PM to 5:00 AM CST Monday through Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the above reasons.

1.6.3 Place of Performance: The work to be performed under this contract will be performed at: The Kansas City VA Medical Center located at 4801 East Linwood Boulevard, Kansas City, Missouri 64128-2226; Jackson County.

1.6.4 Quality Assurance: The government shall evaluate the contractor's performance under this contract in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the Government must do to ensure that the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

1.6.5 Type of Contract: The Government will award a Firm Fixed Price contract.

1.6.6 Special Qualifications: All of the contractors technicians, working on KCVA premises, will be authorized representatives of Schneider Electric.

1.6.7 Post Award Conference/Periodic Progress Meetings: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation (FAR) Subpart 42.5. The CO and Contracting Officer’s Representative (COR) shall meet periodically with the contractor to review the contractor's performance. At these meetings the CO will apprise the Contractor of how the Government views the contractor's performance and the contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues.

1.6.9 Contracting Officer’s Representative (COR): The COR Management System Tool (eCOR File)- for nomination, tracking, documentation, and management of CORs will be used. The COR will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration The COR is authorized to perform the following functions: Assure that the Contractor performs the technical requirements of the contract; perform inspections necessary in connection with contract performance; maintain written and oral communications with the Contractor concerning technical aspects of the contract; issue written interpretations of technical requirements, including Government drawings, designs, and specifications; monitor Contractor's performance and notifies both the CO and Contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

1.6.11 Identification of Contractor Employees: All contract personnel attending meetings, answering Government telephones, and working in other situations where their Contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all documents or reports produced by Contractors are suitably marked as Contractor products or that Contractor participation is appropriately disclosed. All Contractor’s Personnel will always wear a VA issued Flash Badge while working on VA premises Contractor personnel will attend an annual Safety and Infection Control training class. The training is offered at 7:00AM to 8:00AM on Tuesday mornings. Upon completion of the training, the employees will report to the 5th floor in Building 15 to get their photos taken and pick up their badge.

1.6.12 Facility Access: Contractor is required to report to BLDG 40, Robin Elliott, Electrical Supervisor. Cell 816-562-8942 Office 816-861-4700 Ext. 52566 Robin.Elliott2@va.gov

1.6.13 Contractor Personnel Conduct: Contractor personnel’s conduct shall not reflect discredit upon the Government. The Contractor shall ensure that personnel present a professional appearance. The Contractor’s employees shall observe and comply with all local policies and procedures concerning fire, safety, environmental protection, sanitation, security, and possession of firearms or other lethal or illegal weapons or substance. The Contractor is responsible for ensuring that any contractor employees providing services under this contract conduct themselves and perform services in a professional, safe, and responsible manner. The Contractor shall remove from the job site, any employee for reasons of misconduct or security. The Contractor employees must avoid improperly influenced in the execution of their duties under the contract. Particular attention should be paid to acceptance of gifts/ gratuities, and on non-disclosure of sensitive or classified information. The Contractor shall ensure employee conduct complies with 41 U.S. C 423 relative to release of acquisition related information or actions or discussions which may prejudice future competitions. The Contractor shall ensure no contractor employees conduct political related activities or events on U.S Government facilities.

1.6.14 Data Rights N/A: The Government has unlimited rights to all documents/material produced under this contract. All documents and materials, to include the source codes of any software, produced under this contract shall be Government owned and are the property of the Government with all rights and privileges of ownership/copyright belonging exclusively to the Government. These documents and materials may not be used or sold by the contractor without written permission from the CO. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose. This right does not abrogate any other Government rights.

1.6.15 Organizational Conflict of Interest: Contractor and subcontractor personnel performing work under this contract may receive, have access to, or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.), or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The Contractor shall notify the CO immediately whenever it becomes aware that such access or participation may result in any actual or potential OCI and shall promptly submit a plan to the CO to avoid or mitigate any such OCI. The Contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the CO, and in the event the CO unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the CO may affect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

1.6.16 Phase In/Phase Out : N/A: To minimize any decreases in productivity and to prevent possible negative impacts on additional services, the Contractor shall have key personnel on board, during the N/A phase in/ phase out periods. The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in and phase-out services for up to 10 months after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in and phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in and phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

1.6.17 Contractor Employees Who Require Specialized Training outlined in VA form 6500.6 All contractor employees that require specialized training; i.e. Privacy, HIPPA must be registered in FAITAS (Federal Acquisition Institute Training Application System at commencement of services, and must successfully complete the required classes and provide the COR and CO a copy of the certificates of completion. The contractor shall contact the NCO 15 training officer to become registered in FAITAS. (The CO will provide that information upon award notification if required).

1.6.2 Emergency Services

1.6.20.1 The Contractor shall have competent personnel trained and capable of dealing with minor personnel injuries. The Contractor or their employees shall immediately notify their supervisor of any accident requiring emergency medical treatment. The Contractor will, in turn, notify the CO or COR within 30 minutes of the incident.

1.6.20.2 Emergency medical treatment and services for Contractor personnel is the responsibility of the Contractor.

B.4 PRICE/COST SCHEDULE

POC Urinalysis and Pregnancy

Total

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within 15 days. Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

(End of Clause)

C.3 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.4 VAAR 852.228-71 INDEMNIFICATION AND INSURANCE (MAR 2018)

(a) Indemnification. The contractor expressly agrees to indemnify and save the Government, its officers, agents, servants, and employees harmless from and against any and all claims, loss, damage, injury, and liability, however caused, resulting from, arising out of, or in any way connected with the performance of work under this agreement. Further, it is agreed that any negligence or alleged negligence of the Government, its officers, agents, servants, and employees, shall not be a bar to a claim for indemnification unless the act or omission of the Government, its officers, agents, servants, and employees is the sole, competent, and producing cause of such claims, loss, damage, injury, and liability. At the option of the contractor, and subject to the approval by the contracting officer of the sources, insurance coverage may be employed as guaranty of indemnification.

(b) Insurance. Satisfactory insurance coverage is a condition precedent to award of a contract. In general, a successful bidder must present satisfactory evidence of full compliance with State and local requirements, or those below stipulated, whichever are the greater. More specifically, workers' compensation and employer's liability coverage will conform to applicable State law requirements for the service contemplated, whereas general liability and aircraft liability of comprehensive type shall, in the absence of higher statutory minimums, be required in the amounts per aircraft used of not less than $200,000 per person and $500,000 per occurrence for bodily injury and $200,000 per occurrence for property damage. Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater. State-approved sources of insurance coverage ordinarily will be deemed acceptable to the Department of Veterans Affairs installation, subject to timely certifications by such sources of the types and limits of the coverages afforded by the sources to the bidder.

(End of Clause) C.5 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and…