36C25819Q0026-001.docx

36C25819Q0026

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

678-19-1-620-0042 36C25819Q0026 11-05-2018 Dena Hallaren 602-795-4527 11-19-2018

12:00PM EST

Department of Veterans Affairs NCO22-Gilbert Network Contracting 777 E. Missouri, Suite 300 Phoenix AZ 85014 X X 811310 $7.5 Million

NET 30

X N/A X Department of Veterans Affairs Southern Arizona VA Health Care System 3601 S. 6th Ave Bldg. 17 Tucson, AZ 85723-0001 Department of Veterans Affairs NCO22-Gilbert Network Contracting 777 E. Missouri, Suite 300 Phoenix AZ 85014

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

See CONTINUATION Page This solicitation is for:

Services for three (3) Webster burners with Hayes Cleveland omputer control systems and York Shipley fire tube burners to provide heating requirements to the medical facility.

Equipment listed in PWS at Southern AZVA Health Care System.

Period of performance: base period plus four option periods

***NOTE: 100% SET-ASIDE FOR VOSB***

See CONTINUATION Page X X 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 36C258 Department of Veterans Affairs NCO22-Gilbert Network Contracting 777 E. Missouri, Suite 300 Phoenix AZ 85014

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.

This is accomplished through the Tungsten Network located at: http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

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

B.2 PERFORMANCE WORK STATEMENT

CONTRACT TITLE: Boiler Calibration, Preventive Maintenance, Testing and Maintenance Services.

BACKGROUND:

The Southern Arizona VA Health Care System (SAVAHCS) utilizes three (3) Webster burners with Hayes Cleveland computer control systems and York Shipley fire tube burners to provide heating requirements to the medical facility. During any one time, two of the boilers are in operation to meet the facility's needs with the third boiler serving as a backup.

1. SCOPE:

The contractor shall provide the following services:

a. Perform visual inspection of three boilers, burners, control valves, positioners and transmitters.

b. Verify all gauges, recorders and indicators are in service and operational.

c. Identify the applicable combustion control strategy.

d. Determine the operating parameters of the boilers with respect to steam loads & plant demand.

e. Identify any necessary repairs and make recommendations for specific repair parts needed.

2. SPECIFIC TASKS:

Boiler calibration, Tune-Up/Preventive Maintenance, Testing and Maintenance Services shall be performed 2 times per year (12-month period). The initial calibration, tune up, testing and maintenance service shall be provided within 30 days of the contract award (January 2019), and subsequent calibration, tune up, testing and maintenance services shall be provided every 6 months thereafter (July and January of each year).

a. Facilitate a minimum four-point firing sequence to record pertinent burner/boiler data.

b. Monitor the operation of combustion related hardware; control valves, positioners, including auxiliary fuel air and feed water devices.

c. Meet with plant personnel to review preliminary test results prior to commencing the calibration test.

d. Calibration and Test

1. Execute a ten-point firing sequence characterizing the fuel air ration to optimize burner efficiency. The following boiler/burner data shall be recorded at each set point.

2. Calibrate 15 (5 per boiler) Foxboro controllers.

3. Test 4 safety devices per boiler IAW BEI checklists provided by plant personnel.

e. Perform any necessary repairs using the Government furnished parts. If the boiler equipment experiences an operational failure, the contractor shall arrive at the SAVAHCS facility within 3 business days of receiving a call for service from the COR. The COR shall provide a diagnosis of the issue at the time of the call so that the contractor may anticipate any needs for the visit. Further, if a repair is required, the contractor shall execute the repair within 3 business days of receiving notification from the COR that all parts are available.

f. The contractor shall provide 30-60 minutes of training during each biannual maintenance visit to the facility. This training is intended to provide SAVAHCS' personnel with a question and answer period so that they are adequately prepared to operate the equipment on a daily basis. Failure to provide training shall result in failure to perform.

3. PERFORMANCE:

a. Hours: Normal duty hours are 8:00 a.m. through 4:00 p.m. Arizona time, Monday through Friday, not including federal holidays.

b. Work performed outside the normal hours of coverage shall be approved by the Contracting Officer (CO). Funding for services that are outside the normal coverage hours or on holidays shall have approved funding prior to any service being allowed.

c. Federal Holidays observed are located at the following link:

https://www.opm.gov/policy-data-oversight/snow-dismissal-procedures/federal-holidays/

4. SERVICES DELIVERY STANDARDS/SUMMARY:

The contractor's performance shall be monitored by the COR as follows:

a. Timely delivery of invoices. Invoices are due by the 15th calendar day of the month during which maintenance or other services were provided; example: invoice for services provided January 31, 2019 is due by February 15, 2019.

b. Timely scheduling and performance of maintenance services. Maintenance services are due in January and July of each year.

c. Timely arrival for repair services. The contractor shall arrive within 3 business days of receiving a repair related call from the COR.

d. Failure to comply with 1-3 performance monitoring items shall result in failure to perform.

5. SECURITY REQUIREMENTS:

a. Upon arrival at the facility, the contractor shall check in with a valid Driver License or Company ID with the Work Control Clerk located in the basement of Building 2. The contractor shall be issued a visitor's badge which shall be worn above the waist during the contractor's visit to the SAVAHCS facility.

b. The contractor shall checkout with the Work Control Clerk when work has been completed. Work to be completed.

c. Checking in/out shall be during normal business hours: Monday – Friday 8:00 am to 4:00 pm excluding Holidays, reference federal holiday link in para 5.c.

d. Failure to check in/out shall result in failure to perform.

e. No photography of VA premises is allowed without written permission of the Contracting Officer.

6. GOVERNMENT-FURNISHED EQUIPMENT (GFE)/GOVERNMENT-FURNISHED

INFORMATION (GFI):

a. The Government shall order/purchase any necessary repair parts and provide them to the contractor for execution of the repair. Contractor shall not schedule a follow-up appointment until Tucson VA COR’s have confirmed that the parts have been received by the facility.

7. EQUIPMENT LISTING:

SAVAHCS Boiler Configuration:

a. Boiler Manufacturer- York Shipley Model 584L-S3W-300-S200-N/2-LN/10350 lbs. steam per hour.

b. Burner Manufacturer - WEBSTER Model 95605A-01, Type of Burner 300-SV-200 HDSXC Low Nox, Fuel Gas and #2 Fuel Oil.

c. Controller Manufacturer - Hayes/Cleveland Universal Programmable Automatic Controller.

8. PLACE OF PERFORMANCE:

a. SAVAHCS 3601 S. 6th Avenue, Building 17 Tucson, AZ 85723,

11. ESTIMATED PERIOD OF PERFORMANCE.

Base Year - 01/01/19 thru 12/31/19 Option Year One - 01/01/20 thru 12/31/20 Option Year Two - 01/01/21 thru 12/31/21 Option Year Three - 01/01/22 thru 12/31/22 Option Year Four - 01/01/23 thru 12/31/23

12. DELIVERABLES:

a. Service report of repairs performed at each visit, to include tuning specifications and settings. The report shall be provided to the COR at the conclusion of each visit. The report may be handwritten but it shall be legible.

b. Failure to provide documentation shall result in invoice certification delays for contractor payment and failure to perform.

1. Date(s) and time-period of service.

2. Complete description of equipment serviced including model number and serial number.

3. Complete description of equipment services performed.

4. Complete list of all materials, parts, or assemblies installed or replaced including serial numbers of parts where applicable.

5. A statement of the complaint that initiated the service call.

6. Total standard labor hours, total overtime/premium hours, and total travel hours expended during the repair.

c. Thumb drive which includes tuning programming of the boiler that can be used to restore previous calibration and tuning settings. A thumb drive shall be delivered at the conclusion of the initial maintenance visit and shall be updated at each visit if there are any changes to the tuning programming data.

13. GUARANTEE:

a. The contractor shall guarantee workmanship and all parts furnished by the contractor for a period of not less than 90 days.

14. OVER AND ABOVE REPAIRS:

a. For the enclosed equipment listing emergency services, repairs and maintenance that are over and above the PWS, if quote pricing is within the COR’s Government Purchase Card (GPC) threshold, the COR shall authorize payment.

b. For emergencies over the COR’s GPC threshold, only the Contracting Officer (CO) is authorized to approve contract modifications. Additional services shall be approved by the Contracting Officer prior to the contractor initiating any work.

c. The contractor shall provide an on-schedule-quote to both the CO and COR for review and consideration. Additional funding shall be provided by the facility as-needed for payment.

d. Any work to be performed, which is not covered by this PWS, SHALL be approved by the Contracting Officer, through a modification, prior to the work being performed.

15. PARKING, SMOKING, AND VA REGULATIONS:

a. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Contractor shall not invalidate or make reimbursement for parking violations of the Contractor under any conditions. Smoking is prohibited inside any VA facility. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

(END OF PWS)

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

678 -SAVAHCS - BASE YEAR: Preventive Maintenance (PM), repair service, repairs, labor, personnel, equipment, tools, materials, supervision and other items necessary to provide services for three (3) Webster burners with Hayes Cleveland computer control systems and York Shipley fire tube burners to provide heating requirements.

See enclosed Performance Work Statement (PWS) for service details and equipment listing.

Contract Period: Base POP Begin: 01-01-2019 POP End: 12-31-2019

678-SAVAHCS - BASE YEAR: Over and Above Repairs - For the enclosed equipment listing emergency services, repairs and maintenance that are over and above the PWS, if quote pricing is within the COR’s Government Purchase Card (GPC) threshold, the COR will authorize payment up to $2,500 due to the Service Contract Act limit.

For emergencies over the COR’s GPC threshold, only the Contracting Officer (CO) is authorized to approve contract modifications. Additional services shall be approved by the Contracting Officer prior to the contractor initiating any work. The contractor shall provide an on-schedule-quote to both the CO and COR for review and consideration. Additional funding will be provided by the facility as-needed for payment.

Contract Period: Base POP Begin: 01-01-2019 POP End: 12-31-2019

678 -SAVAHCS - OPTION PERIOD 1: Preventive Maintenance (PM), repair service, repairs, labor, personnel, equipment, tools, materials, supervision and other items necessary to provide services for three (3) Webster burners with Hayes Cleveland computer control systems and York Shipley fire tube burners to provide heating requirements.

Contract Period: Option 1 POP Begin: 01-01-2020 POP End: 12-31-2020

678-SAVAHCS - OPTION PERIOD 1: Over and Above Repairs - For the enclosed equipment listing emergency services, repairs and maintenance that are over and above the PWS, if quote pricing is within the COR’s Government Purchase Card (GPC) threshold, the COR will authorize payment up to $2,500 due to the Service Contract Act limit.

For emergencies over the COR’s GPC threshold, only the Contracting Officer (CO) is authorized to approve contract modifications. Additional services shall be approved by the Contracting Officer prior to the contractor initiating any work. The contractor shall provide an on-schedule-quote to both the CO and COR for review and consideration. Additional funding will be provided by the facility as-needed for payment.

Contract Period: Option 1 POP Begin: 01-01-2020 POP End: 12-31-2020

678 -SAVAHCS - OPTION PERIOD 2: Preventive Maintenance (PM), repair service, repairs, labor, personnel, equipment, tools, materials, supervision and other items necessary to provide services for three (3) Webster burners with Hayes Cleveland computer control systems and York Shipley fire tube burners to provide heating requirements.

Contract Period: Option 2 POP Begin: 01-01-2021 POP End: 12-31-2021

678-SAVAHCS - OPTION PERIOD 2: Over and Above Repairs - For the enclosed equipment listing emergency services, repairs and maintenance that are over and above the PWS, if quote pricing is within the COR’s Government Purchase Card (GPC) threshold, the COR will authorize payment up to $2,500 due to the Service Contract Act limit.

For emergencies over the COR’s GPC threshold, only the Contracting Officer (CO) is authorized to approve contract modifications. Additional services shall be approved by the Contracting Officer prior to the contractor initiating any work. The contractor shall provide an on-schedule-quote to both the CO and COR for review and consideration. Additional funding will be provided by the facility as-needed for payment.

Contract Period: Option 2 POP Begin: 01-01-2021 POP End: 12-31-2021

678 -SAVAHCS - OPTION PERIOD 3: Preventive Maintenance (PM), repair service, repairs, labor, personnel, equipment, tools, materials, supervision and other items necessary to provide services for three (3) Webster burners with Hayes Cleveland computer control systems and York Shipley fire tube burners to provide heating requirements.

Contract Period: Option 3 POP Begin: 01-01-2022 POP End: 12-31-2022

678-SAVAHCS - OPTION PERIOD 3: Over and Above Repairs - For the enclosed equipment listing emergency services, repairs and maintenance that are over and above the PWS, if quote pricing is within the COR’s Government Purchase Card (GPC) threshold, the COR will authorize payment up to $2,500 due to the Service Contract Act limit.

For emergencies over the COR’s GPC threshold, only the Contracting Officer (CO) is authorized to approve contract modifications. Additional services shall be approved by the Contracting Officer prior to the contractor initiating any work. The contractor shall provide an on-schedule-quote to both the CO and COR for review and consideration. Additional funding will be provided by the facility as-needed for payment.

Contract Period: Option 3 POP Begin: 01-01-2022 POP End: 12-31-2022

678 -SAVAHCS - OPTION PERIOD 4: Preventive Maintenance (PM), repair service, repairs, labor, personnel, equipment, tools, materials, supervision and other items necessary to provide services for three (3) Webster burners with Hayes Cleveland computer control systems and York Shipley fire tube burners to provide heating requirements.

Contract Period: Option 4 POP Begin: 01-01-2023 POP End: 12-31-2023

678-SAVAHCS - OPTION PERIOD 4: Over and Above Repairs - For the enclosed equipment listing emergency services, repairs and maintenance that are over and above the PWS, if quote pricing is within the COR’s Government Purchase Card (GPC) threshold, the COR will authorize payment up to $2,500 due to the Service Contract Act limit.

For emergencies over the COR’s GPC threshold, only the Contracting Officer (CO) is authorized to approve contract modifications. Additional services shall be approved by the Contracting Officer prior to the contractor initiating any work. The contractor shall provide an on-schedule-quote to both the CO and COR for review and consideration. Additional funding will be provided by the facility as-needed for payment.

Contract Period: Option 4 POP Begin: 01-01-2023 POP End: 12-31-2023

B.4 DELIVERY SCHEDULE

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

USA

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

USA

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

USA

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

USA

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

USA

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

USA

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

USA

3601 S. 6th Ave Bldg 17 Tucson, AZ 85723 0001

USA

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

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

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

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

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

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

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-9 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 ; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed .

(End of Clause)

C.3 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond . The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond , until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause) C.4 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

(End of Clause)

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.6 VAAR 852.219-11 VA NOTICE OF TOTAL VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Veteran-owned small business or VOSB.”—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans;

(ii) The management and daily business operations of which are controlled by one or more veterans;

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

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

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

(2) “Veteran” is defined in 38 U.S.C. 101(2).

(b) General.

(1) Offers are solicited only from verified veteran-owned small business concerns. All service-disabled veteran-owned small businesses are also determined to be veteran-owned small businesses if they meet the criteria identified in paragraph (a)(1) of this section. Offers received from concerns that are not veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified veteran-owned small business concern.

(c) Agreement. A veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a veteran-owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB and/or VOSB as appropriate.

(e) Any veteran-owned small business concern (non-manufacturer) must meet the requirements in 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause)

C.7 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of . Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause)

C.8 VAAR 852.273-74 AWARD WITHOUT EXCHANGES (JAN 2003)

The Government intends to evaluate proposals and award a contract without exchanges with offerors. Therefore, each initial offer should contain the offeror's best terms from a cost or price and technical standpoint. However, the Government reserves the right to conduct exchanges if later determined by the contracting officer to be necessary.

(End of Provision)

(End of Addendum to 52.212-4)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (AUG 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2016) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice…