36C25619Q1532-002.docx

36C25619Q1532

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

36C25619Q1532

KEVIN POLLARD

479-444-5011 10-25-2019

1400 CST

Department of Veterans Affairs Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703 X X 811310 $7.5 Million N/A X Department of Veterans Affairs Veterans Healthcare System of the Ozarks Purchasing & Contracting (90C) 1100 N. College Ave.

Fayetteville AR 72703 Department of Veterans Affairs Veterans Healthcare System of the Ozarks Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-8972 See CONTINUATION Page Contractor Shall provide all necessary Labor, Material Equipment, Supplies, and Supervision for the Maintenance and Inspection for the Elevator Maintenance Service for the VHSO, Fayetteville, AR 72703 This is a Base year, plus four, (1) year option Contract See CONTINUATION Page X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

1. Contract Administration: All contract administration matters will be handled by the following individual(s):

a. CONTRACTOR: ___________________________________ ___________________________________ ___________________________________ Contact Person: _____________________ Telephone #: _______________________ Fax #: ____________________________ e-Mail Address: ____________________ Tax Identification Number: ____________ GSA Number: _______________________ DUNS Number: _____________________

b. GOVERNMENT: Kevin Pollard (00256/90C) Department of Veterans Affairs, Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville, Arkansas 72703

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.

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

36C25619Q1532

Page 1 of Page 1 of

Statement of Work (SOW) Elevator Preventive Maintenance (PM) and Repair Veterans’ Health Care System of the Ozarks (VHSO) Fayetteville, Arkansas The Contractor must furnish all management, supervision, labor, material, equipment, tools, supplies, parts, and related services, in accordance with the SOW and drawing(s) required for the full service of nineteen (19) elevators to include, but not be limited, to preventive maintenance (PM), repairs, emergency service, emergency telephone operation, and interior lighting.

I. General A. Any provision or partial provision of the Contract drawing(s), documents or requirements that is not consistent with this SOW and Drawing(s), is null and void only to the extent of the inconsistency. All other provisions or partial provisions of the Contract drawing(s), documents, or requirements must remain in full force and effect.

B. Information Technology (IT) security requirements Certification and Accreditation (authorization) (C&A) of the Contractor system: The C & A requirements do not apply, and a Security Accreditation Package is not required.

C. Safety must be the Contractor’s highest priority.

D. Contractor’s work must be conducted in a manner and at times which would present the least amount of disruption to the VHSO facility.

II. Scope of Work:

The Contractor must furnish all management, supervision, labor, material, equipment, tools, supplies, parts, and related services in accordance with the Contract including, but not limited to, the SOW, drawing(s), and applicable Federal, State, and Local laws, codes, regulations, and ordinances as follows:

A. Maintain Elevator systems and equipment to operate in accordance with the Original Equipment Manufacturer (OEM) design.

B. Qualified service technician(s) must be trained and certified on the systems and equipment and furnish documentation to the COR no later than ten (10) calendar days after date of award of contract.

C. In accordance with Lock Out-Tag Out (LOTO) procedures and OSHA requirements.

D. Furnish services and parts in accordance with OEM equipment, recommendations, specifications, Maintenance and Operations Installation Manual to maintain elevators.

E. PM services to elevator equipment listed herein, unscheduled and emergency service and repairs to any elevator system or equipment including, but not limited to, OEM safety, maintenance, operation, and installation instructions.

F. PMs must be scheduled with and approved in writing by the COR no less than three (3) calendar days before scheduled onsite arrival and must be completed within the scheduled month.

G. During PM, defective parts and equipment must be repaired/replaced.

H. Minimize Elevator systems and equipment downtime.

I. Unscheduled/Emergency Service/Repairs/Replacements: The Contractor must furnish qualified service technician(s) on-site (24/7/365) no later than 2-hours after notification. The Contractor must have the service issue(s) corrected or a plan in place within four (4) hours of arrival at job site. Any temporary repairs must be approved by the COR or COR designated representative.

J. Priority parts delivery including overnight shipping of parts for repairs.

K. Contractor must furnish load test on each elevator specified in this SOW once at least every 5 years.

L. Regulations:

1. The contractor must maintain elevators in accordance with all requirements of the American Standard Safety Code ANSI A17.1 latest edition or revisions and all existing Federal, State, and local laws, codes, rules and regulations set forth by all applicable authorities having jurisdiction where the work is being performed.

M. Qualifications:

1. The Contractor and Service Technician must have a minimum of five (5) years’ experience maintaining comparable equipment as specified herein.

2. Contactor must furnish a minimum of two (2) service technicians qualified to PM and repair similar equipment. All work must be furnished by skilled, experienced, elevator service and repair technicians directly employed and supervised by the contractor.

N. Service of Hydraulic Traction, and Electric Elevators:

1. Regularly and systematically examine, clean, lubricate, adjust and when conditions warrant to repair or replace including, but not limited to, the following:

a) Power plant complete, consisting of its enclosure, pump, motor power transmission elements between the pump and motor, valves of every kind, strainers, mufflers, gaskets, and all other accessories.

b) Entire controller and motor starter, including accessories.

c) Entire "jack unit", including everything except excluded items listed hereinafter.

d) All electrical including, but not limited to: wiring, conduit, ducts, and traveling cables, from and beyond the elevator equipment of every kind to the mainline disconnect switches, and hoist way outlets.

e) Pipping, fittings, and accessories including but not limited to: vibration dampeners, silencers, between the pumping plant and the jack unit. Underground piping not included. Heating and or cooling elements, utilities, insulation, and accessories for controlling the oil temperature.

f) Hydraulic fluid.

g) Regular, emergency, and cab lighting, in accordance with the manufacture recommendations.

h) Fireman's service equipment.

i) Automatic power door operators including, but not limited to, landing and car door hangers, landing and car door contacts, door protective devices, hoist way door interlocks, bottom door guides, manual door closers, and auxiliary door closing devices.

j) Conduct a yearly relief valve test and cylinder leakage test on all hydraulic elevators in accordance with Section 1001 ANSI A17.1 Code. L. Re-lamp all signals during annual PM.

k) Other miscellaneous equipment including, but not limited to, materials, solid-state components, not mentioned above or in the make-up of the complete elevator or elevator systems.

l) Test all safety devices including, but not limited to, car and counterweight safeties, governors, and buffers. The car balance must be checked, and the governor set. When required, the governor must be re-calibrated and sealed for proper tripping speed.

O. Procedures

1. All tests performed on the elevator equipment described herein must be in accordance with the most recent ANSI/ASME A17 Code requirements. Written reports of all tests must be submitted and reviewed with the (COR) within five (5) business days following completion of all tests.

2. Maintaining this equipment in a safe condition within proper operating limits, as originally specified, and with minimum downtime is of paramount importance.

P. Schedule

1. All work specified herein, except emergency minor adjustment callback service, must be furnished during regular working Hours. (Monday- Friday 8:00am to 4:30pm)

2. The frequency must be done in accordance with the SOW.

3. The Contractor must furnish PM a minimum of one (1) hour per month per unit.

Q. The replacement of major component parts and labor costs are excluded from this SOW, including, but not limited to, the Hydraulic Jack Cylinder for the Hydraulic Elevators.

R. Microprocessors and Reprogramming

1. The Contractor must maintain, in stock, available for immediate usage, an inventory of replacement parts for any microprocessor equipment used in the elevator system. The Contractor must have in-house capabilities to reprogram or change the program of the elevator microprocessor.

S. Contractor must furnish a log sheet (one hard copy located in each elevator machine room and one electronic copy furnished to the COR upon request). Log sheet data must include, but not be limited to, a maintenance schedule and record, a call-back and repair log, length of outages, frequency of outages, parts repaired, and parts replaced.

T. Contractor must store all chemicals and oils related to the PM and repairs of the elevators, that will be kept on-site, in hazmat container (furnished by the VHSO).

U. Elevators

1. Hydraulic Elevators

a) Monthly PM:

(1) Clean and inspect machine room.

(2) Stopping Accuracy + or – 0.5 inch.

(3) Door Close Force (torque) <30 lbf.

(4) Car Door Reopening Devices.

(5) Car Door, Gate Equipment, And Operator.

(6) Car Stop Switch(es), Emergency Communications, Signal/Buttons, Alarm (Operational Switch/ Buttons), Emergency Light and Ventilation.

(7) Clean and Inspect Car Top and Devices.

(8) Top of Car Operating (Insp.) Device, including but not limited to, Stop Switch, and Light.

(9) Car Top Guide Shoes/Roller Guides.

(10) Leveling Devices/Hardware.

(11) Hoist way Doors, Tracks, and Door Locks.

(12) Pit Lighting, Stop Switch, Clean and Inspect Pit.

(13) Jack/Packing and Oil Recovery Device.

(14) Car Bottom Guide Shoes/Roller Guides

(15) Power Unit Oil Level/Condition, Oil Leaks, and Belt Tension.

(16) Motor Starter Contacts/Connections.

b) As Required, Adjust/Maintain:

(1) Traveling Cable(s).

(2) Car Safety Device.

(3) Overhead, Car Top, and Hoisting Sheaves.

(4) Directional/Final Limits.

(5) Clean and Inspect hoist way.

(6) Oil Lines, Supports, and Spring Buffers.

(7) Power Supplies.

(8) Motor Lubrication (Dry Unit).

(9) Valve Strainers.

(10) Door Close Kinetic Energy.

c) Semi Annual to be completed June December:

(1) Contractor must furnish service technician during two (2) semi-annual third party, Engaged by the government, safety inspections for all elevators.

2. Traction Elevators:

a) Monthly PM:

(1) Car and Counterweight Safeties.

(2) Governors.

(3) Oil Buffers.

(4) Braking System.

(5) Emergency and Standby Power Operation.

(6) Emergency Terminal Stopping and Speed Limiting Device.

(7) Power Opening of Doors.

(8) Leveling Zone and Leveling Speed.

(9) Inner Landing Zone and Emergency Stopping Distance.

b) As Required, Adjust/Maintain:

(1) Oil Buffers.

(2) Safeties-No Load/Slow Speed.

(3) Governors.

(4) Slack-Rope Devices on Winding Drum Machines.

(5) Normal and Final Terminal Stopping Devices.

(6) Firefighters’ Emergency Operation.

(7) Standby or Emergency Power Operation.

(8) Power Operation of Door System(s).

(9) Broken Rope, Tape, or Chain Switch.

(10) E/E/PES Electrical Protective Devices.

(11) Ascending Car Overspeed Protection and Unintended Car Motion Devices.

c) Semi Annual to be completed in June and December:

(1) Contractor must furnish service technician during two (2) semi-annual third party, Engaged by the government, safety inspections for all elevators.

III. Scheduled Equipment:

(Ibs.)

Control

Bldg. 1 Main Passenger 2

000022

Bldg. 1 Main Passenger 1

Kone

FH1-00234324812-

000146

Kone

FH1-00234324812-

000147

Kone

000133

IV. Drawings:

A. Contractor must verify dimensions, locations, measurements, and quantities. Contractor to notify Contracting Officer Representative (COR) of verification and differing site conditions.

B. Drawing List:

V. BILLING RATES

A. PM must be billed monthly in accordance with Line Item 0001 through 0009 of the PRICE/COST SCHEDULES.

B. Unscheduled/emergency services/repairs/replacements be negotiated in accordance with VAAR 852.236-88, Contract Changes – Supplement (JUL 2002) VA FORM 08-3385a “Profit, Overhead, and Fee Calculation in accordance with VAAR 852.236.88 (JUL 2002)” and VA FORM 08-3385b “Profit, Overhead, and Fee Calculation in accordance with VAAR 852.236.88 (JUL 2002)”. Unscheduled/Emergency Services/Repairs/Replacements must be invoiced as follows:

1. Trip charge for initial diagnostics must include the first hour of labor - Regular Business Hours (M-F) - $______

2. Trip charge for initial diagnostics must include the first hour of labor – After Regular Business Hours (M-F) - $______

3. Trip charge for initial diagnostics must include the first hour of labor – Saturday - $______

4. Trip charge for initial diagnostics must include the first hour of labor – Sunday and Holidays - $______

b) Labor, in addition to the Trip Charge, and other cost must be in accordance with VI. B.

c) The Contractor must furnish a copy of the original invoice for all parts associated with unscheduled /emergency services/repairs/replacements, including but not limited to, using VA FORMS 08-3385a and 08-3385b.

VI. Contractor Access and Activities A. Contractor must comply with the VHSO security management program.

B. Contractor must not enter the work site without VHSO issued identity Badge. Contractor can be subject to inspection of personal effects when entering or leaving the project site and VHSO property. Contractor superintendent must escort Contractor employees to Engineering (Building 7-A) to obtain badge(s). The Contractor must maintain a log of Employee Names, Badge ID Numbers, Start Date(s), Departure Date(s), ID Lost Date(s), and ID Return Date(s). Updated Badge log must be given to the COR weekly or as directed by COR. Contractor’s superintendent must return all badges on day of departure of employee from project to COR. Contractor’s superintendent must return all remaining badges at project closeout to COR. Lost Badges must be reported immediately to the COR and documented on badge log. Contractor is responsible for a $100.00 fee for each lost or unreturned badge to VHSO.

C. The Contractor’s superintendent may check out a key to access mechanical and electrical rooms as project requires. Contractor superintendent must check out and return a key at Engineering (Building 7-A) daily and the key must not leave VHSO property. The Contractor’s superintendent must notify the COR when a key is lost. The Contractor is responsible for a $3,500.00 fee for each lost or unreturned key.

D. Material Storage and Staging: The Contractor must submit in writing a request for storage or staging of materials, equipment, tools, and supplies. The Contractor’s written request must be submitted to the COR for approval a minimum of seven (7) business days prior to the storage or staging so there is time to review and notify the impacted parties. Contractor must have prior written authorization by the VHSO for storage or staging of Contractor supplied materials and equipment. No storage must commence until written approval and authorization of the Contractor’s request is provided by the COR. Contractor stored materials may need to be relocated because of interference with VHSO scheduled activities. Relocation of Contractor’s office trailers, dumpsters, storage containers and construction materials must be by the Contractor and at no additional expense to the Government.

E. Tools: Contractor must furnish materials, equipment, and tools to include, but not limited to ladders and supplies to complete Contractor’s work.

F. Unloading and Parking: No materials or equipment are permitted through the front entry. Use Employee entrance – only for loading and unloading, do not leave vehicle(s) unattended. Contractor parking on VHSO property is limited to availability of designated Contractor parking. Contractor must have prior written approval of on-site Contractor parking from COR.

G. Noise: Contractor must coordinate and schedule construction noise making activities with the COR. For any noise making work activities, the Contractor must furnish a written request to the COR for COR approval a minimum of seven (7) business days prior to construction noise making activities. The COR will schedule and provide written authorization to proceed three (3) business days in advance of the proposed activity.

H. COR must be informed in the following situations:

1) To schedule any work.

2) After arriving on site but before any work is started.

3) To provide an approximate timeframe for the work.

4) As soon as it is known that the work will take longer than expected.

5) At completion of work prior to leaving the facility.

6) To report any incomplete aspects of the work or issues that could not be corrected during the visit.

7) To furnish a written plan for corrective action for any work that cannot be completely within 24 hours. Plan must be furnished to and approved by the COR.

I. All OEM recommended safety aspects of the equipment being serviced must be adhered to.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Elevator Service Contract Contract Period: Base POP Begin: 01-01-2020 POP End: 12-31-2020

Elevator Service Contract Contract Period: Option 1 POP Begin: 01-01-2021 POP End: 12-31-2021

Elevator Service Contract Contract Period: Option 2 POP Begin: 01-01-2022 POP End: 12-31-2022

Elevator Service Contract Contract Period: Option 3 POP Begin: 01-01-2023 POP End: 12-01-2023

Elevator Service Contract Contract Period: Option 4 POP Begin: 01-01-2024 POP End: 12-31-2024

B.2 DELIVERY SCHEDULE

1.00

1.00

1.00

1.00

1.00

36C25619Q1532_1.docx Page 14 of 65

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 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a Firm-Fixed-Price contract resulting from this solicitation.

(End of Provision)

C.3 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/oamm/oa/ars/policyreg/vaar/index.cfm

(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 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (OCT 2015)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that—

(i) The Offeror and/or any of its Principals—

(A) Are [ ] are not [ ] presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have [ ] have not [ ], within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks "have," the offeror shall also see 52.209-7, if included in this solicitation);

(C) Are [ ] are not [ ] presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision; and

(D) Have [ ], have not [ ], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples.

(i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. Sec. 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has [ ] has not [ ], within a 3-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, TITLE 18, UNITED STATES CODE.

(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

(End of Provision)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days.

(End of Clause)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 10 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days days before the contract expires.