36C26124Q0839.docx

36C26124Q0839

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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

654-24-3-6093-0075 36C26124Q0839 07-09-2024 Michael Alston

(559) 225-6100 08-05-2024 8:00

PDT

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 541350 $11.5 Million 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 Request for Quotations (RFQ) to perform CAT 1 & 5 Inspections IAW the Statement of Work.

VA Contracting POC: Michael Alston / michael.alston@va.gov & Rico Johnson / rico.johnson@va.gov See CONTINUATION Page X Rico Johnson 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 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.

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

Page 1 of Page 1 of Part 1

General Information

1. General: This is a service contract to provide the annual (CAT 1) & 5-year load (CAT 5) Elevator Inspection and Certification Services for the VA Sierra Nevada Health Care System (VASNHCS) vertical lift system (VLS). The contractor shall work directly with the Contracting Officer’s Representative (COR) and designated subject matter expert (SME) on all matters related to this service once awarded the contract.

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 the annual (CAT 1) & 5-year load (CAT 5) Elevator Inspection and Certification Services for VASNHCS in this statement of work (SOW) 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 VLS at VASNHCS require periodic testing and inspection from third party entities to ensure that the elevators and/or cart lift remain in compliance and up-to-code as per the American National Standards Institute and American Society of Mechanical Engineers (ANSI/ASME) Safety Code requirements, the manufacturer’s recommendations, the Elevator Industry Field Employees’ Safety Handbook, National Electric Code, and all other applicable laws, regulations, rules, ordinances, codes, etc., listed for each VLS at VASNHCS.

1.3 Objectives: To ensure that the VLS located at VASNHCS are in compliance and up-to-code, meeting all safety testing/witnessing recommendations for the annual safety test and a 5-year load test of the 18 elevators and dumbwaiters/cart lifts in accordance with this SOW.

1.4 Scope:

1. General:

a. Place of work and period of performance:

i. VASNHCS, 975 Kirman Ave, Reno, NV 89502.

ii. Base year plus 4 Option Years

1. Base Year: September 1, 2024 – August 31, 2025

2. Option Year 1: September 1, 2025 – August 31, 2026

3. Option Year 2: September 1, 2026 – August 31, 2027

4. Option Year 3: September 1, 2027 – August 31, 2028

5. Option Year 4: September 1, 2028 – August 31, 2029

b. Normal work hours for contractor work shall be performed Monday thru Friday, 0800-1530 (8:00am – 3:30pm), excluding Federal holidays. Some inspections/testing may be conducted before or after hours as noted in this SOW (Sec 1.4, para 4.c. Elevator Inspection Schedules) to minimize impact to patient care and hospital operation. Note: This will be at no additional cost to the government, unless the contractor is required to return for a reinspection, outside the SOW.

c. The contractor, without additional expense to the Government shall obtain all licenses, permits, and insurance required to perform the work in this contract and shall comply with all current, applicable federal, state, local laws, ASME 17.1, ASME 17.2, ASME 17.3, ASME 17.5, National Fire Protection Association 70.

d. Will be escorted through the facility by a VA staff member.

2. Contractor responsibility:

a. The contractor shall ensure that their personnel comply with all VASNHCS policies to include but is not limited to:

i. Parking in the appropriate/authorized spaces with special consideration to ensure that they are not parking in veteran/patient spaces. (Parking is only available on the 2nd deck of the two-story parking garage off Belli Drive, the four-story parking garage south of the two-story parking garage, or on the streets surrounding the hospital.)

ii. No smoking (not authorized at all on hospital grounds).

iii. Check in with VA Police Services for a 24-hour badge (daily if needed) prior to all work. This must be worn where it can be visibly seen (i.e., upper right shoulder). A valid Federal or State issued identification card will be required to receive the pass.

iv. VASNHCS may demand that the contractor remove any person(s) who pose a threat to the health, safety, or security of the hospital, employees, or patients.

b. The contractor has the responsibility to make the determination and request a site walk prior to acceptance of the contract. Failure to perform a site walk shall not relieve the contractor to complete the contract on time and within budget.

c. Costs for transportation, lodging, meals, and incidental expenses incurred by contractor personnel are the responsibility of the contractor. The contractor’s unit pricing must include all travel costs.

3. Standards: All safety inspections and tests shall be made in accordance with the latest revised edition of the following:

a. ASME A17.1 - Safety Code for Elevators and Escalators

b. ASME A17.2 – Inspector’s Guide for Inspection of Elevators, Escalators, and Moving Walks

c. ASME A17.3 – Safety Code for Existing Elevators and Escalators

d. ASME A17.5 – Elevator and Escalator Electrical Equipment

e. National Fire Protection Association (NFPA) 70 – National Electrical Code

f. Applicable Federal, State, Local, and manufacturer codes and requirements

4. Inspections and Tests:

a. Safety Inspections: The contractor will provide a qualified elevator inspector (QEI) and will inspect no-load, full-load, and special tests as required by A17.1 and A17.2, which shall be conducted by the elevator maintenance contractor for the respective facilities. The tests shall include, but not be limited to the annual and 5-year tests as required by A17.1. The Certification of Elevator Inspection shall be used to document the certification of the elevators. Inspection regulations, requirements, and forms should comply with the State of Nevada Department of Business & Industry requirements as noted per (http://dir.nv.gov/MCS/Home/). The current elevator maintenance company contracted by VASNHCS will provide an elevator technician and weights as required for all inspections.

b. Maintenance Inspections: The annual maintenance inspections shall be performed by the contractor on each listed piece of equipment on paragraph 11. The Elevator Inspection Report shall be used to document the results of each inspection. In addition to using the standards in the A17.1 and A17.2 Codes, the inspection contractor shall assure that the maintenance contractor’s preventative maintenance check charts are up-to-date, correctly annotated, and shall inspect the elevator equipment for evidence of proper maintenance, adjustment, and repair. Deficiencies shall be recorded in the remarks area of the inspection form.

c. Elevator Inspection Schedules: To minimize interruption of or interference with Government business, the contractor shall arrange a specific time and date for each inspection visit with the COR at least three weeks in advance of such scheduled inspection. Unless otherwise directed by the COR, all work under the contract shall be performed during regular working hours/regular working days 8:00 am through 3:30 pm, Monday through Friday, (excluding Federal holidays). If the COR authorizes inspections to occur outside of regular working hours/regular working days to minimize interruption of or interference with Government business, such work shall be done at scheduled pricing at no additional cost to the Government. (This is usually for the single elevators/cart lift – P1, P5, P8, P13, P14, P15, T-1). During the term of this contract, VLS may be added or deleted from this contract as equipment is replaced, added, or removed from service at the facilities. The contractor shall provide a new quote reflecting the change in requirement (i.e., increase or decrease of cost). Any such change shall be reflected in a written modification to this contract, signed by the contractor and Contracting Officer (CO).

d. Emergency Conditions: Any condition found affecting the immediate safety of passengers or elevator equipment shall be reported immediately to the COR or designated representative. Within 24 hours, a written report clearly listing the defects found and the recommended corrective action shall be submitted to the COR.

e. Coordination with COR: Upon completion of each inspection, the inspection contractor shall obtain the signature of the COR or designated representative on the Elevator Inspection Report. This report may be hand-written at the time of the inspection but must be submitted in typed format within two weeks of the inspection. During the annual routine inspections, the inspector shall have prepared the Certificate of Elevator Inspection and shall furnish the signed certificate to the COR. The contracted inspector shall meet with the COR or designated representative at the start of each inspection visit to review the status of the elevator system. The COR or designated representative will provide all necessary elevator maintenance documentation to the inspector for use during the inspection visit. The inspection contractor shall meet with the COR or designated representative after the inspection, to present findings. The inspector shall detail any problem areas encountered, and present recommended solutions to the problem, if any.

f. Frequency Inspection Requirements:

i. Annual: To be completed +/- 30 days from last completed. (i.e., April 15, 2024. No sooner than the 30 days prior to and no later than 30 days after April 15, 2024).

ii. 5-Year Load: Shall follow the +/- 45-day time frames. (i.e., April 15, 2024. No sooner than the 45 days prior to and no later than 45 days after April 15, 2024).

5. Qualifications of Contractor Inspectors:

a. The inspectors provided by the contractor under this contract are “key personnel” and no substitutions of inspectors may be made without prior approval of the Government. All contractor inspectors working under this contract must possess current ASME-QEI certification and any other requirements as per the State of Nevada Department of Business and Industry Division of Industrial Relations Mechanical Compliance Section, with at least five years of experience as a certified elevator inspector.

b. The inspector must provide a copy of a current certificate and licenses before the inspector begins each inspection under this contract.

6. Compliance/Contract Monitoring: The contractor shall take all precautions necessary to protect persons and property from injury or damage during the performance of this contract. The contractor shall be responsible for injury to its employees or others, as well as for any damage to personal, government, or public property that occurs during the performance of the contract that is caused by the fault or negligence of the contractor or its employees. The contractor shall not be held liable for damage to equipment if such damage occurs during the performance of a required equipment test and is not caused by the fault or negligence of the contractor or its employees. The COR (or designated representative) shall monitor work done by the contractor to ensure that all services called for under this contract have been satisfactorily performed.

7. Government Re-inspections and Tests:

a. All inspections and other services shall be subject to re-inspection, examination, and test by Government inspectors during the course of the work and any place where such work is being carried on. The Government shall have the right to reject defective inspections or reports. Rejected items shall be satisfactorily corrected and/or replaced without additional expense to the Government.

b. Any VLS that requires to be repaired shall be noted on the inspection report. If the VLS can be repaired while the inspection team is still on site, the VLS shall be re-inspected at no additional cost to the Government.

c. In case of failure by the inspection contractor to comply with the scheduled frequency prescribed for the performance of any part of its work, or if any operation is omitted on any occasion when scheduled for performance, the attention of the contractor shall be called to this failure or omission and the contractor will be required by the COR to perform the omitted operation. If the contractor does not comply with the required performance within such time as the COR deems to be reasonable, the work will be performed by others and the cost of the work will be deducted from any money due or which may become due the contractor under this contract.

d. Any reinspection that will be conducted after the repair of the elevator and/or cart lift (and outside of the initial scheduled inspection), may be paid with a purchase order, so long as the service cost does not exceed the current micro-purchase threshold rate. If the cost to reinspect the VLS will exceed the micro-purchase threshold, a modification to the contract may be required upon approval of the CO.

e. Any special inspections or testing’s required that is outside of the normal CAT 1 or 5 inspection, as noted in this SOW may only be conducted after a quote/proposal and a purchase order or modification to the contract.

8. Inspection and Test Reports:

a. Schedule of Reports:

Written report within 24 hours

Within 48 hours, written report

Inspection Report

Within 2 weeks of inspection Written report

Written report

Written report

Permit to Operate

Within 2 weeks of inspection Written report

b. Distribution of Reports, Inspection Certificates, and Permit to Operate: Reports, certificates, and permits (including the Permit to Operate) will be prepared and submitted in original and one copy no later than 14 working days following the inspection for VASNHCS. This can be either emailed or hard copy mailed/hand delivered to the COR.

9. Safety Requirements:

a. The contractor shall adhere to OSHA 10, CFR 1910.

b. The contractor shall be responsible to use appropriate PPE when required by OSHA and VASNHCS.

10. Quality Performance Standard

a. Elevator inspectors and consultants shall be certified by an organization accredited by the American Society of Mechanical Engineers Qualifications for Elevator Inspectors Committee in accordance with the requirements set forth in the Standard for the Qualification of Elevator Inspectors, ASME QEI-1 and be recognized by the authority having jurisdiction. In addition, inspectors and/or consultants shall have a minimum of five years practical field experience in the vertical transportation industry at the journeyman level. A professional engineering license is considered journeyman level provided the engineer has five years’ experience in the elevator field. All offers must include documentation and proof of the above certifications and qualifications.

b. Pursuant to ANSI/ASME A17.1 Section 1000, ASME A17.2, ASME A17.3 the Contractor must provide proof of a valid QE-1 certification. A copy of this certificate must be provided with proposal. A copy of the Inspector’s QEI credentials shall be current and provided to the COR. Credentials shall be kept on file in the Facilities Elevator Inspection File at each Facilities Management Office location.

c. Inspectors and/or consultants shall be able to communicate effectively both orally and in writing and possess the skills necessary to prepare professionally written comprehensive narrative reports, specifications, and cost estimates.

11. VASNHCS Vertical Lift System:

12. Security and records management disclaimer:

a. The Certification and Accreditation requirements do not apply as the contractors will not work in or around any VA computer system. A Security Accreditation Package is not required.

b. Applicability

i. This clause applies to all contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

c. Definitions

i. “Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

1. The term Federal record:

a. includes VA records.

b. does not include personal materials.

c. applies to records created, received, or maintained by contractors pursuant to the VA contract.

d. may include deliverables and documentation associated with deliverables.

d. Requirements

i. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

ii. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

iii. In accordance with 36 CFR 1222.32, contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

iv. The VA and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of the VA or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the contracting activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, contractor must report to the VA. The agency must report promptly to NARA in accordance with 36 CFR 1230.

v. The contractor shall immediately notify the appropriate CO and/or COR upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the purchase order. The contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to VA control, or the contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the CO or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

vi. The contractor is required to obtain the CO's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The contractor (and any sub-contractor) is required to abide by Government and VA’s guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

vii. The contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with VA’s policy.

viii. The contractor shall not create or maintain any records containing any non-public VA information that are not specifically tied to or authorized by the contract.

ix. The contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the FOIA.

x. The VA owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which the VA shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

e. Flow down of requirements to subcontractors

i. The contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this contract, and require written subcontractor acknowledgment of same.

ii. Violation by a subcontractor of any provision set forth in this clause will be attributed to the contractor.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

CAT 1 & 5 VERTICAL LIFT INSPECTION

Contract Period: Base POP Begin: 09-01-2024 POP End: 08-31-2025 PRINCIPAL NAICS CODE: 541350 - Building Inspection Services PRODUCT/SERVICE CODE: H399 - Inspection - Miscellaneous

CAT 1 & 5 VERTICAL LIFT INSPECTION

Contract Period: Option 1 POP Begin: 09-01-2025 POP End: 08-31-2026

CAT 1 & 5 VERTICAL LIFT INSPECTION

Contract Period: Option 2 POP Begin: 09-01-2026 POP End: 08-31-2027

CAT 1 & 5 VERTICAL LIFT INSPECTION

Contract Period: Option 3 POP Begin: 09-01-2027 POP End: 08-31-2028

CAT 1 & 5 VERTICAL LIFT INSPECTION

Contract Period: Option 4 POP Begin: 09-01-2028 POP End: 08-31-2029

B.3 DELIVERY SCHEDULE

1.00

1.00

1.00

1.00

1.00

STATEMENT OF WORK

VA SIERRA NEVADA HEALTH CARE SYSTEM

CAT 1 & 5 INSPECTION AND CERTIFICATION OF THE VERTICAL LIFT SYSTEM

654-24-3-6093-0075

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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; 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-8 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.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; 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 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)

C.5 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.