36C26125Q0080.docx

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

654-25-1-6093-0008 36C26125Q0080 11-04-2024 Jennifer Duron 808-539-1301 11-15-2024 15:00

PST

Department of Veterans Affairs Network Contracting Office 21 (NCO 21) VA Pacific Islands Health Care System 711 Kapiolani Blvd Suite 200 Honolulu

HI

96813 Email: Jennifer.Duron@va.gov X X 561720 $22 Million N/A X Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Sierra Nevada Health Care System 975 Kirman Avenue Reno

NV

89502 Department of Veterans Affairs Network Contracting Office 21 (NCO 21) VA Pacific Islands Health Care System 711 Kapiolani Blvd Suite 200 Honolulu

HI

96813

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin

TX

78714-9971 866-372-1141 vafscenterprisesupport@va See CONTINUATION Page Contractor shall provide Canteen, Nutrition & Food Service Hood Exhaust Cleaning Services at the VA Sierra Nevada Health Care System in accordance with the Performance Work Statement.

Solicitation is issued as a 100% set-aside for small businesses. To be eligible for award the business must be considered small under NAICS code 561720.

Offerors shall follow the submission instructions specified on FAR Provisions 52.212-1 and 52.212-2 (p.42-50) and their addendums included in this solicitation. Failure to follow the instructions will result in an unfavorable evaluation and quote may not be considered for award.

Questions and Quotes are to be sent to Jennifer.Duron@va.gov and are due by 11/08/2024 at 3:00PM PST and 11/15/2024 at 3:00PM PST respectively. Telephone calls won't be considered Please contact William Staton at William.Staton2@va.gov if interested in scheduling a site visit.

See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C261 Department of Veterans Affairs Network Contracting Office 21 (NCO 21) VA Pacific Islands Health Care System 711 Kapiolani Blvd Suite 200 Honolulu HI 96813

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:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Canteen Cleaning - Including Prep Hood Contract Period: Base POP Begin: 01-06-2025 POP End: 01-05-2026 PRINCIPAL NAICS CODE: 561720 - Janitorial Services PRODUCT/SERVICE CODE: S299 - Housekeeping - Other

Nutrition & Food Service- Dietary Kitchen Cleaning Contract Period: Base POP Begin: 01-06-2025 POP End: 01-05-2026

Canteen Cleaning - Including Prep Hood Contract Period: Option 1 POP Begin: 01-06-2026 POP End: 01-05-2027

Nutrition & Food Service- Dietary Kitchen Cleaning Contract Period: Option 1 POP Begin: 01-06-2026 POP End: 01-05-2027

Canteen Cleaning - Including Prep Hood Contract Period: Option 2 POP Begin: 01-06-2027 POP End: 01-05-2028

Nutrition & Food Service- Dietary Kitchen Cleaning Contract Period: Option 2 POP Begin: 01-06-2027 POP End: 01-05-2028

Canteen Cleaning - Including Prep Hood Contract Period: Option 3 POP Begin: 01-06-2028 POP End: 01-05-2029

Nutrition & Food Service- Dietary Kitchen Cleaning Contract Period: Option 3 POP Begin: 01-06-2028 POP End: 01-05-2029

Canteen Cleaning - Including Prep Hood Contract Period: Option 4 POP Begin: 01-06-2029 POP End: 01-05-2030

Nutrition & Food Service- Dietary Kitchen Cleaning Contract Period: Option 4 POP Begin: 01-06-2029 POP End: 01-05-2030

36C26125Q0080

Page 1 of

Part 1

General Information

1. General: This is service contract to provide monthly hood cleaning service for the Canteen & Nutrition and Food Services (NFS) hood exhaust system. 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, other items, and non-personal services necessary to provide monthly hood cleaning service for the Canteen & NFS hood exhaust system 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: VA Sierra Nevada Health Care System (VASNHCS) requires monthly cleanings for both the Canteen & NFS hood exhaust system to ensure the safety of patients, staff, and visitors to the hospital. The daily meals prepared using the grills, ovens, stoves, and fryers can cause an enormous build-up of grease and without proper cleaning, may cause a fire.

1.3 Objectives: To inspect and clean the hood exhaust systems in the Canteen and NFS department at VASNHCS.

1.4 Scope:

1. Place of work and period of performance:

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

i. Canteen Services, Bldg 1, C1321

ii. Nutrition & Food Services, Bldg 1, C2338

b. Service will occur monthly, the fourth Thursday of each month, except during Federal holidays. Please see Section 3d for further details.

c. To mitigate any impact to patient care, work will begin at 1630 (4:30pm) for the Canteen area and begin around 1830 (6:30pm after dinner service) for the NFS area. Most work is complete by 2030 (8:30pm).

2. Overview (A site visit may be required):

a. Identify site conditions, material, labor, equipment, and electrical requirements for service.

b. Obtain necessary permits, federal, state, county, and/or city.

c. All work listed below will be conducted by a technician trained to work in the food service hood exhaust system.

d. Work must be coordinated with the Contracting Officers Representative (COR) and/or designated representative to determine any scheduling conflicts with any operations within the area of the work site.

e. The contractor is responsible to ensure any excess material/debris is removed and properly disposed of from the hospital site.

f. Documentation shall be provided to the COR within five business days upon completion of work.

3. Scope of work:

a. The contractor shall provide all management, supervision, labor, parts, material, tools, and transportation necessary to perform the monthly hood inspection and cleaning service.

b. The contractor must have at least two years of previous experience maintaining and repairing hospital fire suppression equipment in the Reno Nevada Area. Some maintenance and testing may occur outside of normal work hours.

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. This is paramount to ensuring that the operation of the hospital and patient care is not impacted by the lack of service available.

d. The contractor, without additional expense to the Government, shall obtain all licenses, permits, and insurance required to perform the work in this contract. The contractor shall comply with all current, applicable federal, state, and local laws. Evidence of insurance, licenses, and permits shall be provided to the Contracting Officer (CO) and COR before work commences.

e. The Canteen and NFS hood exhaust systems will be thoroughly inspected and cleaned once a month per the most current National Fire Protection Association (NFPA 96/2024 Edition) and all other local, state, and federal standards and procedures.

f. Cleaning will be completed once per month, on the same day of the same week of each month (current cleanings are on the fourth Thursday of each month). Exceptions are Federal holidays. In this case, the cleaning will occur the Tuesday (or if enough notice, the Thursday) prior to the set cleaning days. Cleanings will be completed after work hours, to mitigate any impacts to patient and veteran care. The contractor shall provide a minimum of 24 hours’ notice of schedule changes. The contractor shall also provide the COR a copy of all cleaning schedules via email no later than three days prior to the scheduled cleaning.

i. In the event that the cleaning cannot occur on the agreed upon date, the cleaning will be rescheduled to the next available date that will accommodate the governments impacted services.

g. The contractor shall inspect and clean all surfaces on which grease and dust can be deposited in normal operations of each type of equipment to include but not limited to: hoods, grease removal and collection devices, duct systems including horizontal and vertical ductwork from the filters up and throughout the entirety including the fan and blower hosing, fan, fan wheel, exhaust fan and other apparatus thereto. The contractor is not responsible for cleaning the motor hoods, canopies, or motor interiors. Where there is more than one system in the building, the contractor shall complete all work required on one system before starting the next. Two or more hoods that vent into one exhaust system going to the roof is considered one system. Defects in the systems found by the contractor that require repair (e.g. broken fan blades, nonfunctioning blowers, frayed fan belts, broken conduit, excessive grease, missing filters, inaccessible areas, separation of ductwork joints, etc.,) and if not corrected, could impact the contractor’s ability to perform the service or would impair the system’s ability to function properly shall be documented and annotated on the cleaning/inspection report.

h. The contractor shall clean all surfaces of hoods to bare metal. This includes, but not limited to outer and undersides of hoods and filter compartments. There shall be no visible grease, either solidified or baked on after cleaning is performed.

i. The contractor shall clean all grease filters, baffles, collection trays, and other approved grease removal and collection devices for use with commercial cooking equipment.

j. The contractor shall clean all horizontal and vertical ductwork to bare metal beginning at the hood connection and extending to and including the exit stack. Where ducts are joined in sections, the contractor may remove and clean if required, to ensure adequate cleaning in accordance with this PWS and all referenced publications. Duct sections shall be reinstalled with joints opposite to the direction air flow using sheet metal screws and new clips.

k. The contractor shall clean the complete fan assembly including the housing, wheel shafts, braces, supports, pulleys, and all other apparatuses thereto, with the exception of motor interiors.

l. Acceptable methods of cleaning commercial kitchen exhaust systems shall include but is not limited to the following processes or a combination thereof:

i. Manual removal of cooking by-product.

ii. Low pressure application of USDA or facility approved detergents.

iii. Wash/rinse processes utilizing high pressure hot water cleaning.

iv. Wash/rinse processes utilizing saturated steam cleaning.

m. In accordance with paragraph 11.6.6 of NFPA 96 Standard, flammable solvents or other flammable cleaning aids shall not be used in cleaning operations.

n. The contractor shall, at the start of the cleaning process, lock out any electrical switches that could be activated accidentally during the cleaning process. At the close of the cleaning operations, exhaust blowers shall be restarted, all access doors utilized during cleaning shall be replaced and fastened, dampers positioned for proper exhaust airflow and electrical switches and system components returned to operable state. When cleaning procedures are complete, all electrical switches shall be returned to an operable state.

o. When cleaning procedures are complete, all access panels (doors) and cover plates shall be restored to their normal operating condition. When access panels are removed, a service company label or tag reprinted with the name of the company and giving the date of inspection and/or cleaning shall be affixed near the affected access panel(s).

p. The contractor shall not render fire suppression system components inoperable during the cleaning process. Cleaning chemicals shall not be applied to fusible links or detection devices of automatic fire suppression systems installed in exhaust equipment.

q. The contractor shall keep the service area free from accumulations of waste material or rubbish. When cleaning from the roof down through the ducts, plastic sheeting shall be positioned and affixed directly under hoods to prevent steam from coming into contact with personnel working below. Upon completion of cleaning service, the contractor shall ensure the work area and premises are clean and restored to their original condition. The contractor shall collect and remove all trash, condensed steam, grease, and dirt generated from the cleaning and properly dispose in accordance with all local, state, and federal regulations. The contractor shall provide all cleaning equipment and supplies such as, but not limited to, brooms, mops, buckets, rags, paper towels, etc.

r. Government furnished property and services:

i. The Government shall provide reasonable quantities of utilities (water and electricity) to the contractor without charge for the sole purpose of fulfilling the services in this contract.

ii. All reasonable quantities of utilities (water and electricity) will be available to the contractor without charge. Any temporary lines and connections that may be required shall be approved by the COR and installed, maintained, and removed by the contractor at the contractor’s expense.

iii. The contractor shall practice utility conservation and perform work in a manner that prevents the waste of such utilities. Water faucets and/or valves shall be turned off after use. Lights shall be used only in areas where and when work is actually being performed. The contractor is not authorized to adjust mechanical equipment controls for heating, ventilation, and air conditioning systems unless specially authorized by the person having authority over the system.

4. General:

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.)

1. Exception: For service work after hours (during the authorized workday), the company vehicle may park in the authorized space in front of Bldg 1 to unload/load their equipment for the service.

ii. No tobacco, vaping, or smoking (not authorized on any part of the hospital property).

iii. Contractor personnel must check-in with the VASNHCS Police Services prior to commencing work to receive a visitor badge (which is only good for 24 hours).

iv. If the contractor(s) are not feeling well, has been around someone who has tested positive for COVID within the seven days prior to service, or is awaiting a COVID test result, immediately contact the COR to reschedule the work.

v. 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.

5. Reports and documentation:

a. The contractor shall prepare and submit the following reports and/or documentation:

i. Cleaning/inspection reports:

1. The contractor shall submit completed cleaning/inspection reports on all cleanings to the COR within five calendar days upon completion of the service. The contractor shall also provide a copy of the completed report to the facility managers or their representatives at the time of cleaning. The report shall contain, at a minimum, the following:

a. Building number/name of facility where the kitchen exhaust system cleaning was performed.

b. Date and time of cleaning.

c. Method of cleaning used.

d. Acknowledgement certificate of cleaning was applied to exhaust hood.

e. Equipment inspection checklist and comment section for identifying system defects.

f. Inaccessible areas that were not cleaned.

g. Name and signature of service technician and facility manager/person in charge.

ii. Service label:

1. After a cleaning/inspection service has been accomplished for each kitchen exhaust system, a service label shall be placed conspicuously, readily accessible, visible, and legible, on the hood in the immediate vicinity of the suppression system tag or existing hood label. The label shall be writeable and made of heat resistant, self-destructing material with self-sticking adhesive on the back. The label shall be printed with all the required information as per all local, state, and federal rules/regulations.

6. Security and records management disclaimer:

a. The Certification and Accreditation requirements do not apply as the contractors will not be doing work inside the hospital or will 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 [contract vehicle]. 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. Flowdown 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.

PERFORMANCE WORK STATEMENT

VA SIERRA NEVADA HEALTH CARE SYSTEM

CANTEEN & NUTRITION & FOOD SERVICE HOOD EXHAUST CLEANING SERVICE

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

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)

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 thirty (30) days prior to contract expiration.

(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 thirty (30) days prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least sixty (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 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(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)

C.6 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

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

(End of Clause)

C.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.8 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (JAN 2023) (DEVIATION)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business certification status and their proposed use of eligible certified service-disabled veteran-owned small businesses (SDVOSBs) and certified veteran-owned…