36C26119Q0068-003.docx

36C26119Q0068

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 SI

GN 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. SIGN

ATURE 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

654-1-19-6093-0007 36C26119Q0068 02-19-2019 Olivia Duarte 559-228-5382 02-27-2019 9:00 a.m. PST Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721 x x 811310 $7.5 Million X N/A X Department of Veterans Affairs VA Sierra Nevada Health Care System 975 Kirman Ave.

Reno NV 89502 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center

PO BOX 149971

Austin TX 78714-9971 See CONTINUATION Page See CONTINUATION Page X X Mark J. Mikus 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 36C261 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center

PO BOX 149971

Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of

PERFORMANCE WORK STATEMENT

EMERGENCY GENERATOR AND AUTOMATIC TRANSFER SWITCHES TESTING AND SERVICE

VA SIERRA NEVADA HEALTH CARE SYSTEM

654-19-1-6093-0007 Part 1 General Information

1. General: This is a non-personnel services contract to provide Emergency Generator and Automatic Transfer Switches (ATS) Testing and Service. The government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the contractor who, in turn is responsible to the government.

1.1 Description of Services/Introduction: The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform Emergency Generator and ATS Testing and Service as defined in this Performance Work Statement (PWS) except for those items specified as government furnished property and services. The contractor shall perform to the standards in this contract.

1.2 Background: The emergency generators and ATS’s at the VA Sierra Nevada Health Care System (VASNHCS) is paramount to ensuring continued care for the patients in case of a power outage or disruption. Therefore, it’s imperative that the government maintains the generators and ATS’s in accordance with (including, but not limited to) The Joint Commission (TJC), National Fire Protection Association (NFPA) 70, NFPA 99, NFPA 110, manufacturer’s, Federal, State, and local agencies standards and most current editions of the publications.

1.3 Objectives: To ensure compliance with TJC Environment of Care Standards (EC.02.05.07, dtd 7-1-18 (or most current version)), NFPA 70, NFPA 99, NFPA 110, manufacturer’s, Federal, State, and local agencies standards and most current editions of the publications for the emergency generators and ATS’s.

· Rationale for EC.02.05.07: Emergency electrical power supply systems may fail during a power disruption, leaving the hospital unable to deliver safe care, treatment, and services to patients. Testing these systems for sufficient lengths of time at regular frequencies increases the likelihood of detecting reliability problems and reduces the risk of losing this critical resource when it is most needed.

1.4 Scope:

1. Elements of Performance (EPs)

a. EP 4: WEEKLY – Inspect the emergency generators, including all associated components and batteries. The results and completion dates of the weekly inspections are documented.

i. Service is to be completed on the same day of the week, 52 times per year.

1. Note: If a holiday occurs on the day of testing or inspection, the service is to be completed the day before or after.

ii. For full text, refer to NFPA 110-2010: 8.3.1; 8.3.3; 8.3.4; 8.4.1 – or the most current edition.

iii. VASNHCS will provide test forms electronically that will be used for reporting.

b. EP 5: MONTHLY – Test each emergency generator beginning with a cold start under load for at least 30 continuous minutes. The cooldown period is not part of the 30 continuous minutes. The test results and completion dates are documented.

i. Service is to be completed once per month, same day of the same week, monthly (i.e, 3rd Wednesday of each month,12 times per year).

1. Note: If a holiday occurs on the day of testing or inspection, the service is to be completed the weekday before or after.

ii. For full text, refer to NFPA 99-2012, 6.4.4.1 – or the most current edition.

c. EP 6: MONTHLY – Diesel powered emergency generators are conducted with a dynamic load that is at least 30% of the nameplate rating of the generator or meets the manufacturer’s recommended prime movers’ exhaust gas temperature. If the hospital does not meet either 30% of nameplate rating or the recommended exhaust gas temperature during any test in EC.02.05.07, EP 5, then it must test the emergency generator once every 12 months using supplemental (dynamic or static) loads of 50% of nameplate rating for 30 minutes, followed by 75% of nameplate rating for 60 minutes, for a total of 1 ½ continuous hours.

i. Note: Tests for non-diesel-powered generators need only be conducted with available load.

ii. Service is to be completed once per month, same day of the same week monthly (i.e, 3rd Wednesday of each month,12 times per year).

1. Note: If a holiday occurs on the day of testing or inspection, the service is to be completed the weekday before or after.

iii. For full text, refer to NFPA 99-2012, 6.4.4.1 – or the most current edition.

d. EP 7: MONTHLY – Test all automatic and manual transfer switches on the inventory. The test results and completion dates are documented.

i. Service is to be completed once per month, same day of the same week monthly (i.e, 3rd Wednesday of each month,12 times per year).

1. Note: If a holiday occurs on the day of testing or inspection, the service is to be completed the day before or after.

ii. For full text, refer to NFPA 99-2012, 6.4.4.1 – or the most current edition.

e. EP 9: EVERY THREE YEARS – Test each emergency generator for a minimum of 4 continuous hours. The test results and completion dates are documented.

i. Service is to be completed every three years +/- 45 days from the last completed. (i.e., April 15, 2017, no sooner than the 45 days prior to and no later than 45 days after April 15, 2020).

ii. For additional guidance, see NFPA 110-2010, Chapter 8 – or most current edition.

f. EP 10: EVERY THREE YEARS – The 36-month diesel-powered emergency generator test uses a dynamic or static load that is at least 30% of the nameplate rating of the generator or meets the manufacturer’s recommended prime mover’s exhaust gas temperature.

i. Service is to be completed every three years +/- 45 days from the last completed. (i.e., April 15, 2017, no sooner than the 45 days prior to and no later than 45 days after April 15, 2020).

ii. Note: Tests for non-diesel-powered generators need only be conducted with available load.

iii. For additional guidance, see NFPA 110-2010, Chapter 8 – or most current edition.

2. Generators and automatic transfer switches to be serviced (see pages 7 – 9)

a. Note: Generators 1 & 2 and ATS 3, 4, 5, 6, 7, 8, 9 will be removed once the major renovation occurs in September 2019, effective October 1, 2019. Base year will include generators 1 & 2 and ATS’s 3, 4, 5, 6, 7, 8, 9 and the cost for the remaining 4 option years will reflect the remaining generators and ATS’s.

3. Qualifications of contractors

a. Contractors shall have the Engine Manufacture certification or equivalent training for the maintenance on the emergency generators and ATS’s at VASNHCS, and completed the Occupational Safety & Health Administration (OSHA) approved 10-hour construction safety training.

b. Contractors shall have technical trainings and track records of working experience in maintenance, inspection, and testing of the Emergency Electrical Power Supply System and its components in healthcare, industrial, educational, and commercial facilities for a minimum of three continuous years.

c. Contractors shall have safety training, either on-the-job or class-room type in electrical safety outlined in the OSHA Standard 29 Code of Federal Regulations (CFR) 1910 Subpart S

- Electrical and the NFPA 70E - Standard for Electrical Safety in the Workplace. The contractor’s employees shall have a certified Electrical Contractor License for the state of Nevada. Training certifications shall be submitted to the Department of Veteran’s Affairs (VA) Contracting Officer (CO) prior to work. If no training certifications are available, the contractor shall certify that the service technician has met this requirement in writing and submit it to the VA CO prior to work.

d. Contractors shall demonstrate familiarity and have ready access to the latest versions of the following references:

i. NFPA 70, National Electrical Code.

ii. NFPA 70B, Recommended Practice for Electrical Equipment Maintenance.

iii. NFPA 70E, Standard for Electrical Safety for the Workplace.

iv. NFPA 110, Standard for Emergency and Standby Power System.

v. OSHA Standard 29 CFR 1910, Subparts I & S.

vi. Operating/Maintenance manuals and specifications of the emergency generators and all associated electrical equipment to be maintained and tested. These documents may be obtained from the VASNHCS, or the equipment manufacturers.

e. Contractors must provide and shall be equipped with all the necessary tools, equipment, and personal protective equipment (PPE) to perform the work safely, effectively, and timely. Tools, equipment, and PPE shall comply with the requirements of OSHA Standard 29CFR 1910, Subpart I, and NFPA 70E/NFPA 110.

4. Scope of work

a. The contractor will provide all the necessary supervision, labor, tools, travel, equipment and materials to accomplish the emergency generator and ATS maintenance on 10 generators, two portable generators, two DUV “Swat Bus”, and 29 ATS’s at the VASNHCS. Services include weekly and monthly inspections, annual service, 4-hour load bank testing (LBT) (Tri-annual), the annual load test, and annual ATS test.

b. The contractor must have at least two years of previous experience maintaining and repairing hospital generators in the Reno Nevada Area. Some maintenance and testing may occur outside of normal work hours, such as: starting with the patient care generators 4, 8, and 10, maintenance and testing will begin at 5:30 am the third Friday of the month. Frequency and days of service are noted in this PWS para 1.4, section 1a, 1b, 1c, 1d, 1e, and 1f. (Elements of Performance, EP4, EP5, EP6, EP7, EP9, & EP10)

c. The contractor shall have a 24-hour per day, 7-days per week, 365 days a year presence in the Reno area to be available for emergencies. The contractor shall be available to respond to emergency calls within 1-hour.

d. The contractor shall provide the following service, in intervals as recommended by the manufacturer and based on current equipment hours:

i. Replace the oil, oil filters, fuel filters, coolant, coolant filters, clean exterior of radiator, replace belts, check associated duct work and louvers and clean as necessary, check louver motors and controls and verify proper operation.

ii. Replace any leaking coolant gaskets, check block heater and repair any leaks.

iii. Check for correct thermostat operation, adjust as necessary, check and replace flexible fuel, coolant lines as necessary.

iv. Test for excessive back pressure on the exhaust system, check the exhaust system hangers and supports.

v. Check flexible exhaust section, tighten control and power wiring connections, check safeties and alarms for proper operation and calibration and notify as necessary.

vi. Calibrate all voltage sensing relays/devices, test generator wiring for insulation breakdown, replace air cleaner, replace governor oil, test injector pump and injectors for flow rate and/or spray pattern.

vii. Check and adjust valve clearances, torque head-bolts, clean and check brush length, notify as necessary.

viii. Check and clean rotor and stator, check and clean commutator and slip rings.

ix. Check bearings and notify as necessary, grease bearings, check and clean exciter and voltage regulator, megger (insulation tester) the windings and record the resistance readings.

x. Check water pumps for leaks, notify as necessary, check clean, and vacuum boxes, panels and cabinets.

xi. Clean and scrub down the prime mover with moist rags and a biodegradable detergent.

xii. Clean and scrub the concrete floor directly under the genset where accessible.

xiii. Maintain all batteries and associated chargers and controls.

e. Transfer switches shall be subjected to one major maintenance and three minor inspections per year.

i. Annual major maintenance to include:

1. Check connections

2. A thermograph or temperature scan shall be done under normal condition load prior to transfer. All wiring harnesses, circuit boards, feeder wires, transformers, circuit boards, relays, controllers, PLC’s, contacts, major mechanical components and any other internal components shall have a thermograph scan. This scan shall be repeated while the EPSS is under load in emergency position. Any temperature of components greater than 650C shall be documented and reported.

3. With power connected to the normal source, measure and record milli-volt drop across each pole. Any reading greater than 25% of the average of all the poles shall be inspected with the ATS de-energized.

4. With power connected to the emergency source, measure and record milli- volt drop across each pole. Any reading greater than 25% of the average of all the poles shall be inspected with the ATS de-energized.

5. With EPS in off position breakers between the EPS and the load terminals of the ATS shall be exercised.

6. The bypass isolation feature shall be operated between normal to emergency and back again. Refer to NFPA 110 A.8.3.5 (1)(D) for testing procedures of said feature.

7. Inspect or test for evidence of overheating or excessive contact corrosion.

8. Inspect insulating materials and/or standoff insulators for signs of contamination (i.e,. dirt, grime, oil). The combination of high humidity and moisture could lead to tracking and or breakdown of the insulating material. Insulators are to be cleaned by an approved solvent and/or alcohol.

9. Inspect control connections, plugs, and harnesses for signs of corrosion, heat. contamination and so forth.

10. Remove all dust and debris in the ATS cabinet, transfer switch mechanism, bus and so forth.

11. Inspect cabinets for proper sealing. Knock out and penetrations in cabinet need to be sealed as well as appropriate gasketing to prevent the introduction of dust and debris.

12. Observe any other proper manufacturers procedure and/or recommendation.

13. Verify control and feature setpoints and operation

14. Measure and record the following data and setpoints:

a. Normal source voltage phase to phase, phase to ground and phase to neutral

b. Engine start time

c. Emergency source voltage phase to phase, phase to ground and phase to neutral

d. Total load current

e. Transfer time delay

f. Return to normal time delay

g. Engine cooldown

h. Verify proper setpoints of all values as recommended in NFPA 110 8.4.5

i. Verify proper operation of all indicator lights, meters, and controls.

f. All LBT shall include the buildings emergency load with additional loading from a load bank machine supplied by the contractor. All LBT shall be coordinated and confirmed with the Contracting Officers Representative (COR) of each division before starting the test. The contractor shall provide and connect or disconnect a temporary emergency generator whenever required to ensure emergency standby power at all times. This includes any scheduled maintenance that requires taking the generator off-line. The contractor shall not interrupt any electrical service without the consent of the COR. The contractor shall be responsible for correcting any incorrect information on the existing equipment list.

5. Notification of environmental spills and damage

a. The contractor shall have in their possession, safety data sheets for every chemical item they bring on station.

b. The contractor shall properly dispose of all hazardous materials including, but not limited to all oils, coolant, fuels, filters, contaminated rags, and adsorbent, per the federal, state and local codes.

c. In the event the contractor spills or releases any un-permitted substance, hazardous substance, or hazardous waste into the environment, the contractor shall immediately report the incident to the contracting officer’s representative, fire department, and the local authority having jurisdiction. The contractor shall be liable for the costs of clean-up and remediation of any spill or release of such substance into the environment.

d. In the event the contractor damages any equipment or property, the contractor shall be held liable for the cost of repair and/or replacement.

6. Report requirements

a. Provide a comprehensive written report of the work completed.

b. Provide four hard three ring binders with all the oil test results, maintenance logs and load bank test sheets plus a CD.

c. The contractor will not have any access to a VA system or VA sensitive information.

7. Frequency documentation

a. Weekly = Same day of the week. 52 times per year. (If a holiday occurs on the day of testing or inspection, the service is to be completed the day before or after.)

b. Monthly = Once per month. Same day of the same week monthly (i.e, 3rd Wednesday of each month), 12 times per year. (If a holiday occurs on the day of testing or inspection, the service is to be completed the weekday before or after.)

c. Annual = Once per year, +/- 30 days from the last completed. (i.e, April 15, 2017. No sooner than 30 days prior to and no later than 30 days after April 15, 2018)

d. Tri-annual = 36 months/every 3 years. +/- 45 days from the last completed. (i.e, April 15, 2017. No sooner than the 45 days prior to and no later than 45 days after April 15, 2020)

8. Contractor and their employee(s) responsibility

a. The contractor shall abide by the rules of the station, which will be provided in the pre-work meeting.

i. Comply with all VASNHCS regulations at all times and conduct themselves in a professional manner.

1. This includes parking in the appropriate spaces. Parking in veteran and/or patient designated parking spaces is prohibited.

ii. Proper badges (above the waist) and good behavioral conduct shall be mandatory.

iii. VASNHCS may demand the contractor remove any persons who pose a threat to the health, safety, or security of the staff, customers, and/or property of VASNHCS.

b. The contractor and the COR shall be jointly responsible to track all additional charges and repairs that are not covered by this contract.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

PERIOD OF PERFORMANCE: 03/11/2019 - 03/10/2020

EMERGENCY GENERATOR AND AUTOMATIC TRANSFER SWITCH WEEKLY, MONTHLY, AND ANNUAL INSPECTIONS, TESTING, AND PREVENTIVE MAINTENANCE PER CONTRACT. AS PER SOW

LOCAL STOCK NUMBER: 10/1/18 - 9/30/19

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 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.4 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause)

C.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause) (End of Addendum to 52.212-4)

C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 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 2018) (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 (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[X] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (AUG 2018) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JAN 2017) of 52.219-9.

[] (v) Alternate IV (AUG 2018) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

[X] (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C 632(a)(2)).

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (DEC 2015) (15 U.S.C. 637(m)).

[] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (DEC 2015) (15 U.S.C. 637(m)).

[X] (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[] (26) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2018) (E.O. 13126).

[X] (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (28)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

[] (ii) Alternate I (FEB 1999) of 52.222-26.

[X] (29)(i) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

[] (ii) Alternate I (JULY 2014) of 52.222-35.

[X] (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

[] (ii) Alternate I (JULY 2014) of 52.222-36.

[X] (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

[] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (33)(i) 52.222-50, Combating Trafficking in Persons (MAR 2015) (22 U.S.C. chapter 78 and E.O. 13627).

[] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[] (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

[] (35)(i) 52.223-9, Estimate of Percentage of…