36C25821Q0285.docx

36C25821Q0285

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

36C25821Q0285 08-06-2021 Eric Carroll (602)795-4524 08-30-2021

1:00PM

MDT

Department of Veterans Affairs NCO22-Gilbert Network Contracting 777 E. Missouri, Suite 300 Phoenix AZ 85014 X 333415 1250 Employees N/A X Department of Veterans Affairs Phoenix VA Healthcare System 777 E. Missouri, Suite 300 Phoenix AZ 85014 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 Provide running inspections of the eight existing chiller Provide once-a-year Cooling Season Start-up Preparation and Inspection on the eight chillers during the November- February timeframe. Contractor shall ensure that the equipment functions in conformance with the latest published edition of NFPA-99, OSHA, CDRH, and the original equipment manufacturer (OEM).

See CONTINUATION Page X X James Moran Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 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.

The two (2) sites are:

Tungsten Network at: https://www.tungsten-network.com/customer-campaigns/veterans-affairs/ Tungsten e-Invoice Setup Information: 1-877-489-6135 Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

Financial Service Center (FSC) at: https://www.fsc.va.gov/ FSC e-Invoice Contact Information: 1-877-353-9791 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 STATEMENT OF WORK

Chiller Maintenance Service Contract

Introduction and Overview A. This specification covers the furnishing of labor, material, equipment, tools and supervision for the inspections of eight chillers located at the Phoenix VA Hospital, 650 E Indian School Rd, Phoenix, AZ 85012.

B. Items listed in the singular shall apply to each chiller and tower in the specification except where noted.

Equipment

York 860 Ton Centrifugal Cooling Chiller Model YKK5KGH9-EVHX

York 960 Ton Centrifugal Cooling Chiller Model YKKEKSH9-EXHX

York 760 Ton Centrifugal Chiller Model YKGKEKP9-EUHX or replacement chiller York 760 Ton Centrifugal Chiller 00000LA0017CL0W0003A100D

RY21945

L08M05503

SMARDT 500 Ton Centrifugal Chiller (To be repaired or replaced with the next year)

CO-15123

Surgery Chiller York Chiller 40 Ton Model YCAL0124E

Scope of Work

Products and Services A. Provide running inspections of the eight existing chillers in the following months: October, November, December, January, February, March, April, May, June, July, August, and September.

B. Provide once-a-year factory Cooling Season Start-up Preparation and Inspection under Chiller Service, on the eight existing chillers during the November–February timeframe.

C. Performance Standard: Contractor shall ensure that the equipment functions in conformance with the latest published edition of NFPA-99, OSHA, CDRH and the original equipment manufacturer (OEM) specifications.

Chiller Service A maximum of two chillers at a time will be removed from service, if and when chiller will need to be removed from service for maintenance/repairs. All work on the chillers shall be completed and accepted before work on the next two chillers is started. Coordinate all work with Contracting Officer Representative.

1. Chiller Service: The contractor shall perform preventative maintenance (PM) service to ensure the equipment listed above is in accordance with the equipment’s performance standards, as per equipment manuals, with paper and/or electronic copies on site that can be provided to the contractor. The contractor shall provide and utilize procedures and checklists with worksheet originals indicating work performed and actual values obtained. They will provide these to the Contracting Officers Representative (COR) at the completion of the PM. PM services will include:

Cooling Season Start-up Preparation and Inspection:

a. Make complete operating log and record proper operating temperatures, pressures, voltages and amperages.

b. Check refrigerant and oil levels.

c. Check oil sump, oil heaters and temperatures.

d. Check and test all operating and safety controls.

e. Check starter operation.

f. Start the chiller water pump.

g. Start the condenser water pump.

h. Start the chiller and calibrate controls.

i. Check operating log with Operator, discuss operation of the machine.

j. Check operation of control circuit.

k. Check water flow of condenser and evaporator.

l. Check operation of motors and starters.

m. Check/PM purge unit for proper operation.

n. Report any incorrect deficiencies to COR or plant supervisor.

o. Run and test chillers for proper refrigerant charge and make recommendations.

Chiller Annual Service, Testing, and Maintenance:

Provide once a year factory annual on the eight (8) chillers as follows:

p. Change oil filters and sample oil for analysis. Replace oil if required.

q. Detailed inspection on purge system and thorough cleaning of compressor, purge oil separator, purge drum and purge condensing unit. Chang purge filter as required.

r. Check condition of motor starter contacts for wear, pitting, etc.

s. Meg compressor motor bi-annually (every 2 years), and record Temperature readings.

t. Check overload settings in main starter/adaptive frequency drive and change as required. Manually trip over-loads if accessible, tighten all starter terminals and inspect contacts for wear if applicable.

u. Tighten motor terminals and control panel terminals.

v. Tighten oil heater heads.

w. Check operation of vane positioned and adjusted as required.

x. Provide coolant refills and changes for variable frequency drives as necessary. Provide heat exchanger cleaning and service during annual maintenance or when required to maintain chiller performance.

y. Brush, clean and visually inspect condenser tubes. Remove both end bells, replace gaskets as required.

z. Provide eddy current service by a factory trained level 3 eddy current technician on the condenser tubes every year. Plugging questionable tubes included. Replacement of insulation to be included.

aa. Brush the evaporator tubes every 5 years or as required. Evaporator tubes must be brushed before eddy current and included in this service.

ab. Perform compressor vibration test annually. Report findings and analysis to COR or Operations Supervisor.

ac. Annual PM includes OEM recommended maintenance schedule for all oil, oil filter and refrigerant filters.

ad. Contractor is to remove and dispose of all used oil in compliance with EPA guidelines.

ae. Conduct a leak check within the chiller system and identify sources for repairs.

af. General Items Include:

i. Repairing insulation removed for inspection or maintenance procedures.

ii. Cleaning equipment and surrounding area upon completion of work.

iii. Consulting with Boiler Plant Supervisor.

iv. Reporting deficiencies and repairs required.

v. The chillers are as follows:

vi. The government reserves the right to change the number of chillers to be serviced under this contract as operational requirements change. The government will negotiate with the Contractor on the value of this change and will incorporate in the contract.

Emergency Service and Chiller Repair:

a) When emergency repairs are required due to equipment failures, contractor shall respond to failure notices within 2 hours.

b) Work schedule for the emergency repairs shall be 24 hours per day, 365 days per year. Factory trained technician/mechanic shall check-in with plant personnel upon arrive and departure.

c) Emergency costs will be negotiated at the time of need and the total be added to this contract via modification.

Work Schedule A. Chiller maintenance service shall be completed during normal duty hours 6 AM – 3 PM Monday through Friday except federal holidays or the days observed in lieu thereof by the VA. Service shall be coordinated for winder and cooler time periods. Coordinate with plant personnel for acceptable dates.

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

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

C. Contractor shall prepare a schedule for all planned maintenance activities for the duration of the service contract in accordance with the above Scope of Work. The schedule for all planned maintenance activities shall be submitted to the Contracting Officer Representative (COR) with a copy to the Operations Supervisor, by means of email, for approval.

D. Maintenance work performed outside the normal hours of coverage at the request of the COR will be billed at the price listed in the price schedule. Work performed outside the normal hours of coverage shall be at the request of the Field Service Engineer and shall be considered service during the normal hours of coverage.

E. Response time for emergency repairs shall be no more than 2 hours after the emergency call is placed/communicated. Emergency work shall be performed at any time 24 hours per day, 7 days per week, 365 days per year. Contractor shall coordinate with boiler plant personnel upon arrival and departure.

Requirements Removal of Materials and Equipment A. The contractor will receive all materials/parts/equipment required to be removed as of the date of withdrawal from service.

B. Government does not warranty condition of said materials and equipment and the Government shall not be liable for damage before or after title passes to contractor.

C. Materials and equipment not specified to be reused or retained under contract shall be removed daily from the site at the expense of the contractor.

D. Contractor shall submit all materials for approval, with verified certification from the manufacturer, prior to service.

Manufactured Products A. Materials, devices, and equipment furnished shall be in current production by manufacturers regularly engaged in the manufacture of such items. Items not meeting this requirement must meet manufacturer’s recommendation. For example: if the Contractor is to place/replace a part, that part needs to be OEM specs or an approved part by the manufacturer.

B. When two or more of the same components are required, they shall be the product of the same manufacturer.

C. Manufacturers of equipment assemblies, which include components made by others, shall assume complete responsibility for the final assembled units. For example: a new filter assembly is required to ensure the chiller remains operational, that filter assembly shall be assembled and installed by the Contractor.

D. Components shall be compatible with each other and with the total assembly for the intended service.

Safety Precautions A. Work shall be conducted in a manner to afford maximum protection of patients, employees, public, building, facilities and to prevent unreasonable delay or interference with normal hospital activities.

B. Fire extinguishers on site, provided by the VA, and those fire extinguishers are always readily available. Fire extinguishers are to be on site while work is being conducted, at all times.

C. All national and local safety regulations and guidelines shall be adhered to. This includes proper PPE, OSHA, VA safety recommendations, etc, with documentation provided by the VA, upon request, via electronic means in PDF and Word format.

Inspections and Maintenance Service Contractor shall furnish all material, tools, equipment and labor for complete maintenance and inspection service on chillers for the performance period.

Deliverables Field Service Reports shall be provided for all inspection service activities within ten (10) working days of the service, via email to the COR, and shall contain the following information:

A. Date(s) and time period of inspection service.

B. Complete description of equipment inspected/serviced including model number and serial number.

C. Complete description of inspected equipment services including needed upgrades and/or updates.

D. Complete list of all materials, parts, or assemblies used to conduct inspection services.

E. Total standard labor hours, total overtime/premium hours, and total travel hours expended during the inspection.

Security:

A. In reference to VHA Handbook 6500.6 Appendix A, Block 6, the service included in this contract does not involve connection of IT devices to a VA network. Therefore, C&A, SAP, & the following from App C do not apply.

B. In reference to VHA Handbook 6500.6 Appendix A, Block 7, service does not involve storing, generating, transmitting, or exchanging VA sensitive information.

C. The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information protection, patient privacy, and information system security as delineated in this contract.

D. During contract performance, contractor may require physical access to VA facility, equipment, information systems, or sensitive data; to provide services, install, train, maintain, or repair equipment.

E. VA Course No. VA10203 is privacy training required for VA contractors requiring access to VA facilities for more than 2 consecutive days or any access to VA information systems. Training will be completed prior to being granted access to facilities, equipment, or to the data therein. Training is available on VA TMS website at: https://www.tms.va.gov. Contractor will provide evidence of training to the COR, if requested.

F. A Business Associate Agreement between the Contractor and the VA does not exist and is not required, therefore sharing VA information with contractor is not permitted.

G. An ISA/MOU between the Contractor and the VA does not exist and is not required, therefore remote connections are not permitted.

H. The Contractor is required to obtain the Contracting Officer’s approval prior to engaging in any contractual relationship in support of this contract requiring the disclosure of information, documentary material, and/or records generated under or relating to this contract. The contractor is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

I. Upon arrival at the facility, all contractor personnel shall check-in with a valid Driver License or Company ID to the Engineering department. Prior to conducting services, the contractor shall be issued a visitor’s badge which shall be worn above the waist during the contractor’s visit.

J. The contractor shall return to the same location to sign out and turn-in issued visitors badge along with the documented service report for the service performed.

K. Signing in/out shall be during normal business hours: Monday – Friday 7:00 am to 4:00 pm local time, excluding Holidays, reference federal holiday link.

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

Point of Contacts and Place of Performance:

Phoenix VA Healthcare System Carl T. Hayden Medical Center Facilities Department Facilities and Construction Program Managers 650 E. Indian School Road Phoenix, Arizona 85012-1892 T-(602) 277-5551 x-7105

Risk Control:

The Contractor shall be escorted by the Agency. The Contractor shall need passes from the on-station Police Department.

Performance Monitoring:

The Agency shall oversee work done by the contractor and accept the quality of work as appropriate.

Removal of Equipment:

The Agency’s property may not be removed from the Agency prior to execution, and approval of all documents as required by the COR.

Identification, Parking, Smoking, and VA Regulations:

The Contractor's FSEs shall wear visible identification issued by PVAHCS Police Section at all times while on the premises of PVAHCS. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section. PVAHCS will not invalidate or make reimbursement for parking violations of the Contractor under any conditions. Smoking is prohibited inside any buildings at PVAHCS. 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.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide all labor and materials to perform maintenance and testing on 8 chillers.

Contract Period: Base POP Begin: 10-01-2021 POP End: 09-30-2022

Over and above repairs and emergency services.

Contract Period: Base POP Begin: 10-01-2021 POP End: 09-30-2022

Provide all labor and materials to perform maintenance and testing on 8 chillers.

Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

Over and above repairs and emergency services.

Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

Provide all labor and materials to perform maintenance and testing on 8 chillers.

Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

Over and above repairs and emergency services.

Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

Provide all labor and materials to perform maintenance and testing on 8 chillers.

Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 09-30-2025

Over and above repairs and emergency services.

Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 09-30-2025

Provide all labor and materials to perform maintenance and testing on 8 chillers.

Contract Period: Option 4 POP Begin: 10-01-2025 POP End: 09-30-2026

Over and above repairs and emergency services.

Contract Period: Option 4 POP Begin: 10-01-2025 POP End: 09-30-2026

B.4 DELIVERY SCHEDULE

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

USA

1.00

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

0.00

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

1.00

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

0.00

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

1.00

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

1.00

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

1.00

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

1.00

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

1.00

Phoenix VA Health Care System 650 E. Indian School Road Phoenix, AZ 85012 1839

1.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.3 52.217-9 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 30 days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 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 five (5) years.

(End of Clause)

C.4 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government's obligation under this contract 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 until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

(End of Clause) C.5 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on the Government installation. If the Contractor's failure to use reasonable care causes damage to any of this property, the Contractor shall replace or repair the damage at no expense to the Government as the Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price.

(End of Clause) C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

[X] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[X] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[] 852.233–70, Protest Content/Alternative Dispute Resolution.

[] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.7 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor compliance with the subcontracting commitments.

(End of Clause)

C.8 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause) (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 (JAN 2021) (JUL 2020) (DEVIATION)

(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) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 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 (JUN 2020), 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 (JUN 2020) (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…