36C25919Q0579-001.docx

36C25919Q0579

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

660-19-3-5059-0350

8/28/2019 Susan Dela Cruz

09-11-2019

3:30PM MST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

X

238290 $15 Million

N/A

George E. Wahlen Department of Veterans Affairs 500 Foothill Drive Salt Lake City, UT 84148

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

TBD

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page Elevator Maintenance, repair, and emergency repair for Salt Lake City, UT.

Period of Performance:

Base Year: 10/1/2019-9/30/2020 Option Year 1: 10/1/2020-9/30/2021 Option Year 2: 10/1/2021-9/30/2022 Option Year 3: 10/1/2022-9/30/2023 Option Year 4: 10/1/2023-9/30/2024

See CONTINUATION Page

660-3690162A1-5059-854100-2580 010050190

Timothy J. Myers

PCOE15L3-2709

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 PRICE/COST SCHEDULE

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C259 Timothy J. Myers Email: Timothy.Myers5@va.gov Phone: 303-712-5820 Department of Veterans Affairs Network Contracting Office

NCO 19

Contract Specialist Susan Dela Cruz Email: Susan.DelaCruz@va.gov Phone: 303-712-5761 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

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.

VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Tungsten Network

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

Invoicing shall be in accordance with the requirements of The Department of Veterans Affairs (VA) Financial Services Center (VAFSC). The latest information shall be used for invoicing and payments and may change during the Period of Performance of this acquisition. Invoice requirements are currently as follows: Invoice Number, Invoice Date, Purchase Order Number, Unit Price, Quantity and Unit of Measure, Total Invoice Price, Ship-To Location Name and/or code, Receipt of Goods/ Services, Invoice Payment Terms.

Current Invoicing information is located at http://www.fsc.va.gov/einvoice.asp. It states:

4.1. FSC Mandatory Electronic Invoice Submission: The Department of Veterans Affairs published a final rule in the Federal Register on November 27, 2012 to require contractors to submit payment requests in electronic form in order to enhance customer service, departmental productivity, and adoption of innovative information technology, including the appropriate use of commercial best practices. The rule is effective December 27, 2012.

4.2. Vendor Electronic Invoice Submission Methods: Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

4.3. VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, TUNGSTEN NETWORK (formerly OB10), to transition vendors from paper to electronic invoice submission. Please see TUNGSTEN NETWORK contact information below to begin submitting electronic invoices, free of charge.

4.4. A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site (http://www.x12.org).

4.5. Vendor e-Invoice Set-Up Information: Please contact TUNGSTEN NETWORK at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or TUNGSTEN NETWORK, please contact the FSC at the phone number or email address listed below:

a. TUNGSTEN NETWORK e-Invoice Setup Information: 1-877-489-6135;

b. TUNGSTEN NETWORK e-Invoice email: VA.Registration@ob10.com;

c. FSC e-Invoice Contact Information: 1-877-353-9791; and

d. FSC e-invoice email: vafsccshd@va.gov

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

6. IT CONTRACT SECURITY

The contractor employees shall not have access to VA sensitive or computer information and will not require routine access to VA Facilities. The contractor employees shall require intermittent access only and will be escorted by VA employees while at VA Facilities. No vendor background investigations are required.

A flash badge shall be obtained from the VA Facility Human Resource office. The flash badge will be worn while the Contractor employee(s) is on-site and will be returned to the HR office, upon completion of that job.

B.2 PERFORMANCE WORK STATEMENT (PWS)

Page 1 of Page 1 of

ELEVATOR MAINTENANCE AND REPAIR

1. REQUIREMENTS.

Contractor to provide full maintenance which includes regular and systematic inspections for the Salt Lake City UT VA Medical Center (VAMC) located at 500 Foothill Blvd., Salt Lake City, Utah 84148. Attachment “B” contains the full listing of elevators, dumbwaiters, and wheel-o-vator covered under this contract and unit prices proposed under the Section Schedule of Supplies/Services (Price) per the terms and conditions stated herein. During the inspection visits, the Contractor shall clean, adjust and lubricate the equipment as specified below, determine the nature and extent of any trouble/problems, and the maintenance required to restore the elevators to safe and satisfactory service, and if conditions warrant, furnish and install parts listed below. All equipment, materials, and installations shall conform to the following codes:

(a) The latest edition of the American National Standard Safety Code for Elevators, Dumbwaiters, Escalators, and Moving Walks – ANSI A 17.1

(b) The latest edition of the American Standard Practice for Inspection of Elevators, Inspectors Manual, A 17.1

2. QUALIFICATION OF OFFERORS.

(a) The prime contractor shall be a firm regularly engaged in the repair, maintenance and servicing of vertical transportation systems, hereinafter referred to as elevators. Their expertise, experience, and regular business shall include the repair, maintenance and servicing of both traction type machines and hydraulic machines of the passenger, freight and hospital type elevators. They shall possess all the manpower, equipment, tools, and reliable sources of OEM parts necessary to promptly, skillfully, and expertly carry out the conditions of the contract. Offerors shall employ local, qualified technicians and must be able to demonstrate the ability to respond to emergency service calls within a one (1) hour window, at any hour of any day of the week as specified under Paragraph12 of this section.

3. QUALIFICATION OF PERSONNEL PERFORMING WORK.

All contractor technicians will have successfully completed training and certification from the original equipment manufacturer (OEM) or from an OEM accredited school and shall have a minimum of 3 years of experience on the type of equipment being serviced under this contract. They must possess and maintain licensure in accordance with Utah Department of Professional Licensing requirements for Elevator Mechanics. Proof of personnel certification and licensing shall be furnished to the Contracting Officer with the Offeror’s proposal by the due date specified on the SF1449, block 8. No unqualified individual will be allowed to perform maintenance and/or repair of any equipment under this contract. Technician trainees or other unqualified individuals may assist or observe only, however, may not be allowed to do so if their presence delays the progress of the work to be accomplished. The Government will NOT pay for unqualified individuals or technician trainees present.

4. INSPECTIONS.

(a) All passenger and service type elevators shall be inspected weekly; a minimum of one hour per elevator per inspection is required. Inspections shall be made each week. If a holiday falls on the scheduled day of inspections, the required inspection will be performed on the following workday. Records of inspection shall be submitted to Contracting Officer’s Representative (COR) on the date performed.

(b) All freight type elevators and dumbwaiters shall be inspected twice monthly; a minimum of one and one-half hours per elevator and three quarters of an hour per dumbwaiter per inspection is required. Inspections will be two weeks apart or sooner if deemed necessary by the government or the contractor. Records of inspections shall be submitted to the COR on the date performed.

5. CLEANING, LUBRICATION AND ADJUSTMENT SERVICES.

Cleaning, lubrication, and adjustment services shall be accomplished in accordance with (or exceed) Preventive Maintenance Check List (Exhibit #1); and/or when in excess of VA Standards and not contrary to them, as specified by the equipment manufacturer; and/or as required by the state of repair of a particular equipment component or end item. The work shall include, but not be limited to, the following: main machine, brakes, motors, generators, controllers, relay panels, selectors, operating devices, interlocks and contacts, guide shoes, roller guides in hoistway and car door sills, hangers for all doors and car doors, signal system, car safety devices, governors, tension frames, and sheaves. In addition, the requirement of paragraphs 6, 7, and 8 below shall also apply. Cleaning and refinishing of the interior of cars and exterior of hoistway doors and frames are excluded. The Contractor shall notify the COR, or his designee of any extended downtime (over two hours) due to delay in obtaining service, replacement parts, or other repair functions. Successful offerors may submit to Contracting Officer for approval an alternate inspection, cleaning, lubrication and adjustment checklist using Preventive Maintenance Checklist (Exhibit #1) as a guide. The contractor shall document on repair tickets/inspection tickets the nature of the work performed and the parts used.

6. CLEANING SERVICE.

Guide rails, overhead sheaves and beams, counterweight frames, top of cars, bottom of platforms, pits, and machine room floors shall be brushed, broomed, and mopped clean as specified. All accumulated rubbish shall be removed and deposited in the station provided trash compactor and dumpster. Chemicals, oily rags or other fire hazardous material shall be properly protected in Contractor-furnished VA-approved containers or removed from the station daily after the completion of the cleaning activity.

7. LUBRICATION.

All sheave bearings and hoisting ropes shall be lubricated; machine stuffing boxes and bearings on motor operated brakes shall be replaced, and gear cases and guide lubricators shall be refilled when required. Hydraulic fluid sufficient to maintain required operating levels shall be furnished on all hydraulic elevators. (refer to FAR clause 52.223-2 and Provision 52.223-1)

8. ADJUSTMENT SERVICES.

All hoisting ropes shall be examined, and the tension equalized and, whenever necessary to insure maintenance of adequate safety factors, all hoisting ropes and governor ropes shall be renewed. If replacement ropes are necessary, the contractor shall submit a proposal to the Contracting Officer for replacement. The proposal shall include a cost breakdown which will show the cost of the ropes and the cost of labor to install. The contractor will not commence with replacement until specifically authorized by the Contracting Officer. The exterior of the machinery and any other parts of the equipment, subject to rust, shall be kept properly painted and presentable at all times. The motor windings shall be kept free of rust where roller guides are used and properly lubricated where sliding guides are used. Guide shoe rollers and gibs shall be renewed as required to insure smooth and satisfactory operation. All electrical wiring and conductors extending to elevators and dumbwaiters from circuit breakers or main line switches in machine rooms and from outlets in the hoistways shall be repaired and/or replaced when required. Circuit breakers or main line switches in machine rooms and from outlets in the hoistways shall be repaired and/or replaced when required. Circuit breakers or main line switches, together with fuses for same, are excluded.

9. HOURS OF WORK.

Work required in the performance of this contract shall be conducted during the hours as outlined below:

(a) Maintenance not requiring elevator operational "shut-down" will be performed during the hospital's regular administrative working hours, 8:00 AM- 4:30 PM except the contractor shall provide emergency call-back service at any hour of any day of the week as specified under Paragraph 12 of this section.

(b) Maintenance requiring elevator operational "shut-down" will be performed during non-administrative working hours unless otherwise authorized in writing by the Contracting Officer.

(c) Prior to commencement and after completion of any work, including INSPECTIONS as required in Paragraph 4 above, during both normal and after duty hours, the contractor shall report to a specific office to be designated by the Contracting Officer. Due to security requirements, the Contractor or his authorized service representative will be required to wear an ID Badge which will be signed for upon arrival and turned in when leaving. This badge must be turned in before leaving the premises; otherwise the person signing for it will be required to pay for the unreturned ID Badge.

10. MATERIALS TO BE FURNISHED.

The Contractor shall furnish all lubricants, cleaning supplies, tools, and equipment necessary to perform the work described above. All lubricants shall be as recommended by manufacturer of the equipment or VA-approved equal thereto. (refer to FAR clause 52.223-2 and Provision 52.223-1)

11. PARTS TO BE FURNISHED AND INSTALLED OR REPAIRED.

In accordance with standard elevator industry practice, this is a full maintenance contract. The contractor will accept these elevators "as is". Except as listed below, no components are excluded from the requirements of this contract.

(a) The Contractor shall furnish and install or repair when and as necessary, machine hydraulic pumps, motor generators, controllers, selectors, worms, gears, thrusts, windings, commutators, hydraulic pump "VEE" belts and pulleys, hydraulic valve components and coils, circuits, magnet frames, relays, contractors, control fuses, cams, car door and hoistway door hangers, tracks and governors, push buttons, annunciators, hail lanterns and indicators, lamp replacements in signal systems and all other elevator signal and accessory equipment complete. All parts shall be original manufacturer's equipment (OEM).

(b) The Contractor shall not supply incandescent or fluorescent lamps for car light fixtures and shaft lights, floor covering on elevator car platform, make renewals, or repairs necessitated by reason of negligence or misuse of the equipment by person other than the Contractor, his representatives and employees or by reason of any other cause beyond control of the Contractor, except normal wear and tear, any new attachments as may be recommended or directed by inspection firms or by Federal, State, Municipal or other Government authorities. Incandescent and fluorescent lamps excluded above will be furnished to contractor by the Government and Contractor will be responsible for installation.

(c) This contract shall also cover those parts not listed in paragraph 11a above which cost less than $1,000.00. The contractor will be required to replace any part which cost less than the above amount at no additional charge to the Government. The monthly maintenance charge is understood to include the cost of such parts. If it is necessary to replace any part which costs more than the above listed amount the contractor shall immediately notify the Contracting Officer and provide a cost proposal for the part. The cost proposal shall be for the cost of the part only. The cost of the labor to install the part is understood to be included in the monthly maintenance charge. The Contracting Officer will either provide the contractor with the part or authorize the contractor to install the part and include the cost of the part on their monthly invoice or by purchase card order. If contractor furnishes the part, a quote from their supplier must be furnished with their invoice for verification of cost by the COR and will be paid by Government Credit Card or by contract modification.

12. EMERGENCY CALL BACK SERVICE.

Prompt emergency service shall be provided in response to emergency call backs. Requests will be made via telephone by the (1) Contracting Officer, (2) COR, or (3) their designees. Contractor must arrive on-site within one hour or less after notification of an elevator malfunction or emergency. This call back service shall be rendered at any hour of any day of the week as requested at no extra charge to the Government. Failure to maintain an acceptable rate of callbacks will be grounds to initiate termination for default. The contractor’s personnel shall stop at the boiler plant (Building 6) and log-in a book provided and pickup keys. When work is completed, the contractor’s personnel shall log-out and return the keys and leave service/PM tickets for work performed that day.

13. REPORT OF SERVICES.

Upon completion of the services, the contractor shall report to the COR or designee, and a written report of services performed shall be furnished to the COR or designee. Such reports shall advise of any repairs or repair parts not required to be furnished under the contract that are necessary to maintain the equipment in perfect operating condition.

14. RECORDS.

The contractor shall maintain a complete orderly and chronological file including drawings, complete parts list, and copies of all reports as required by these specifications. A record of all callbacks and repairs shall be kept by the contractor indicating any difficulty experiences and the corrective measures taken to eliminate these difficulties.

15. CORRECTION OF DEFICIENCIES FOUND DURING ELEVATOR INSPECTIONS.

The Offeror will be furnished a list of deficiencies that were found during the semi- or annual inspection performed by an independent inspection contractor. The Offeror will correct deficiencies noted within 30 days after receipt of the reports.

16. PERIOD OF PERFORMANCE:

Base Year: October 1, 2019- September 30, 2020 Option Year One: October 1, 2020- September 30, 2021 Option Year Two: October 1, 2021- September 30, 2022 Option Year Three: October 1, 2022- September 30, 2023 Option Year Four: October 1, 2023- September 30, 2024

Exhibit #1: PREVENTIVE MAINTENANCE CHECKLIST

1. Weekly Inspections.

2. Twice-Monthly Inspections.

3. Monthly Inspections.

(involves approximately two days)

4. Quarterly Inspections.

5. Semi-Annual Inspections.

6. Annual Inspections.

ATTACHMENT B (SC-005)

SCHEDULE OF ELEVATORS - VAMC, SALT LAKE CITY UTAH

Building #1

Building #2

Building #3

Building #4 Montgomery Traction 1988 Periodic, Annual, 5 yr Building #5 Montgomery Traction 1988 Periodic, Annual, 5 yr

Building #8 Montgomery Traction 1988 Periodic, Annual, 5 yr

Building #13 Montgomery Hydraulic 1988 Periodic, Annual

Building #14

Building #48

Building #16 TKE Hydraulic 2010 Periodic, Annual

Fisher House TKE Hydraulic 2011 Periodic, Annual

B.3 PRICE/COST SCHEDULE

SERVICES

EA

PM and service 23 elevators on the VHASLC campus as described in the PWS.

Contract Period: Base Period POP Begin: 10-01-2019 POP End: 09-30-2020

ON-CALL Elevator Service, emergency repair assist 3rd party semi plus annual Inspection.

POP Begin: 10-01-2019 POP End: 09-30-2020

PM and service 23 elevators described in the PWS.

Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

ON-CALL Elevator Service, 3rd party semi plus annual Inspection.

Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 08-31-2021

PM and service 23 elevators described in the PWS.

Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

ON-CALL Elevator Service, 3rd party semi plus annual inspection Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

PM and service 23 elevators described in the PWS.

Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

ON-CALL Elevator Service, 3rd party semi plus annual inspection Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

PM and service 23 elevators described in the PWS.

Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

ON-CALL Elevator Service, 3rd party semi plus annual inspection Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

GRAND TOTAL $

Base Year Total $_______________ Option Year 1 Total $_______________ Option Year 2 Total $_______________ Option Year 3 Total $_______________ Option Year 4 Total $_______________ Grand Total $_______________

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)

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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.4 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; 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.5 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

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

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

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

(2) Until 30 days after the insurer or the Contractor gives written notice to the…