36C26223Q1582_1.docx

36C26223Q1582

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. SIGNAT

URE 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

36C26223Q1582 36C26223Q1350 36C26223Q1582 08-07-2023 Christofaro, Jennell 520-792-1450 X15929 08-14-2023 14:00

PDT

36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X X 811210 $34 Million N/A X 36C262 Department of Veterans Affairs Southern Arizona VA Healthcare System 3601 S. 6th Avenue Tucson AZ 85723 36C262 Department of Veterans Affairs NCO 22 - Network Contracting S. 6th Avenue Tucson AZ 85723

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

See CONTINUATION Page This solicitation is for a Base plus 3 year servicing agreement and annual inspection of the Guldmann Patient Ceiling Lift equipment.

IAW FAR Part 13, this is an SDVOSB/ VOSB set-aside requirement.

All inquiries due via email NLT August 9, at 1500 PST to Contract Specialist: Jennell Christofaro Email: jennell.christofaro@va.gov All offers due via email NLT August 14, at 1400 PST to Contract Specialist: Jennell Christofaro Email: jennell.christofaro@va.gov See CONTINUATION Page X X Helena Roba, Service Branch III, Chief 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 36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

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:

STATEMENT OF WORK (SOW)

(ALL CHECKLIST ATTACHMENTS (1, 2, 4) REFERENCED IN THIS SOW HAVE BEEN PROVIDED FOR REFERENCE)

1. SCOPE:

1.1. The Contractor shall provide all necessary labor, materials, supplies, parts, batteries, software (needed for the general operation of the equipment), tools, equipment, travel, transportation expenses and other related costs to provide Preventive Maintenance Inspection (PMI) and Corrective Maintenance (CM) services on the below Government Owned Guldmann Patient Lifts at the participating facilities listed herein of the Veterans Integrated Service Network (VISN) 22. This preventive maintenance should include all required checks, calibrations and any other performance required for the device according to the manufacture’s recommendations as well as the checklist outlined in the Patient Safety Alert AL14-07 (See Attachments). The corrective maintenance must cover any repairs to bring the device up to operating standards and consists of all parts and labor needed.

1.2. It is the intent of the Government to enter into a single award service contract on Guldmann equipment in accordance with the terms and conditions contained herein. The contract period shall be for one (1) base year with the Government having the option to exercise three (3) – one-year options (Base + 3 Year Contract).

2. PARTICIPATING FACILITY:

VA GREATER LOS ANGELES HEALTHCARE SYSTEM

11301 Wilshire Blvd Los Angeles, CA 90073

SEPULVEDA VA HOSPITAL MEDICAL CENTER

16111 Plummer St, Sepulveda, CA 91343

VA VENTURA OUTPATIENT CLINIC

5250 Ralston Street Ventura CA 93003

3. GENERAL REQUIREMENT:

3.1. All work shall be in accordance with manufacturer’s instructions, including, but not limited to, adjustments, calibration, cleaning, lubrication, testing, disassembly, checkout, replacement of worn and/or defective parts, battery change. The above shall be performed as necessary as required to keep equipment in optimal working condition.

3.2. Equipment shall be maintained in accordance with the Joint Commission (JC) standards, VHA Patient Safety Alert mandates. Contractor shall apply VA supplied PMI labels with completed date and the next required PMI date to the equipment after PMI is completed.

3.3. This refers to the 173 Guldmann GH3+ patient lift units listed below:

4. PREVENTIVE MAINTENANCE AND INSPECTION (PMI)

4.1. The Contractor shall perform PMI per the timelines listed above in accordance with the equipment manufacturer during the life of the contract. This shall include software updates (if applicable) needed for the general operation of the equipment. All equipment must also be maintained in such a condition that will satisfy the requirements of the Joint Commission (JC). The Contractor may request a copy of the JC standards from the Program Point of Contact (PPOC).

4.2. The Contractor, in addition to performing PMI in accordance with the equipment manufacturer guideline, will fill out, sign, and perform the equipment checks according to the Patient Safety Alert AL14-07 checklist (See Attach 1 and Attach 4) for corrective and preventative maintenance. This will be required to be presented to Biomedical Engineering contact upon completion with the service report.

4.3. PMI shall be performed by a fully qualified service technician, who certified to manufacturer’s recommended standards (See Section 11- Qualifications, on this SOW).

4.4. The Contractor shall provide all PMI-related replacement parts at no cost to the Government.

4.5. The Contractor will be responsible for providing latest proprietary firmware updates to keep equipment working properly and safely.

4.6. The Contractor shall provide all travel, transportation, and replacement part shipping expenses at no cost to the Government.

4.7. The PMI will be scheduled a minimum of five (5) business days in advance with the PPOC.

5. CORRECTIVE MAINTENANCE / REPAIR SERVICES:

5.1 The Contractor shall conduct corrective maintenance or repair services as required by the Government. All equipment must also be maintained in such a condition that will satisfy the requirements of the Joint Commission (JC). The Contractor may request a copy of the JC standards from the PPOC.

5.2 The Contractor, in addition to performing CM in accordance with the equipment manufacturer guideline, will fill out, sign, and perform the equipment checks according to the Patient Safety Alert AL14-07 checklist for corrective and preventative maintenance. This will be required to be presented to Biomedical Engineering contact upon completion with the service report.

5.3 Should equipment need to be deinstalled or moved for repairs, the Contractor will fill out, sign, and perform the equipment check according to the Patient Safety Alert for installation and relocation (See Attach 2) when reinstalling the equipment. This will be required to be presented to Biomedical Engineering contact upon completion with the service report.

5.4 The Contractor shall provide a 24-hour response time from initial contact when service call is placed to schedule site visit.

5.5 Onsite support response time from the Contractor shall be within 48 hours after a service call has been placed on the equipment listed, and it is determined that the contractor needs to be onsite to remediate the issue.

5.6 The Contractor shall provide all travel and transportation expenses at no cost to the Government.

5.7 The Contractor shall provide all corrective maintenance repair and replacement parts, including batteries, and shipping expenses at no cost to the Government.

5.8 The Contractor shall notify Biomedical Engineering or the PPOC when any required repairs or replacements are needed.

5.9 Services and Repairs will be performed by a fully qualified service technician, who certified to manufacturer’s recommended standards (See Section 11- Qualifications, in this SOW).

5.10 Any call back for service request for the same type of malfunction shall be at no charge to the Government.

1.1. The Contractor shall provide, upon request, loaner equipment if the inoperative equipment will be down for an extended period of time, at no cost to the Government.

6. REPLACEMENT PARTS:

6.1. Only new standard OEM parts shall be furnished by the Contractor for repairs and replacements. All parts shall be of current manufacture and shall have versatility with presently installed equipment (See FAR Clause 52.211-5 (Aug 2000)). All major components and parts furnished shall carry the manufacturer’s standard commercial warranty.

6.2. All newly installed parts will become property of the Government. Parts shall be itemized as no-charge items on the Contractor’s invoice and shall be identified by part numbers listed on the manufacturer schematics or part list.

6.3. Replaced parts are to be disposed by the Contractor after approval of PPOC.

6.4. All worn or defective parts are to be replaced at no cost to the Government.

6.5. Any shipping costs or related expenses for replacement parts will be at no cost to the Government.

6.6. The Veterans Affairs Healthcare Facility shall not furnish parts, service manuals and/or test equipment for the performance of this contract. It is the responsibility of the Contractor to bring appropriate equipment and/or supplies necessary to complete the work as required, including but not limited to test weights.

7. SERVICE EQUIPMENT:

7.1. The VA shall not furnish parts and/or test equipment for the performance of this contract. It is the responsibility of the Contractor to bring the appropriate equipment and supplies necessary to complete the work as required.

7.2. The VA shall not provide test weights required for inspection testing. It is the responsibility of the Contractor to bring the required weights for testing and bringing it to the equipment that requires functionality verification.

7.3. The Contractor is required to have access to and provide any firmware updates needed for safe operations of the equipment as recommended by the manufacturer.

8. PMI SCHEDULE

8.1. Each Guldmann patient lift is required to have an annual PMI according to the PM month cycles assigned by Biomedical Engineering and to be completed within the allotted time.

8.1.1. Annual PM are to be completed within the assigned PM month.

8.2. The vendor will not alter the PMI schedule for any unit of equipment without the notification and approval from Biomedical Engineering, with a reasonable justification.

9. HOURS OF WORK:

9.1. This contract is a full-service contract to include all necessary scheduled service call during normal work hours five (5) days per week, Monday through Friday, 7:00 am –3:30 pm, excluding National holidays.

9.2. Telephone support services are available at no additional cost to the Government.

9.3. Any service performed during other than normal work hours must have prior approval and coordinated with the PPOC.

9.4. NATIONAL HOLIDAYS:

If the holiday falls on a Sunday, the following Monday will be observed as a national holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a National holiday by U.S. Government Agencies, and any day specifically declared by the President of the United States of America.

10. OVERTIME & HOLIDAY PAY:

10.1. Any overtime and/or holiday pay that may be entitled to the Contractor’s employees shall be the sole responsibility of the Contractor and shall not be billed to nor reimbursed by the Government.

10.2. Contractor will bill and be paid for actual services provided by Contractor personnel. Contractor will not be paid for “availability” or “on-call” services unless otherwise provided herein.

11. QUALIFICATION:

11.1. Personnel performing maintenance and repair services must be fully qualified, competent Field Service Engineers (FSE) who has been trained and certified to perform work on the specific equipment in accordance with the original manufacturer’s PMI/ repair procedures. “Fully qualified” is defined as factory-trained, certified, and experienced to work on the equipment assigned.

11.2. The Contractor shall provide written verification and certifications of their personnel prior to the commencement of the contract.

11.3. The Government PPOC reserves the right to reject any of the Contractor’s personnel and, refuse them to work on VA equipment if they are determined not “fully qualified” or documentation has not been submitted and approved.

12. SERVICE:

12.1. Service shall include software updates (if applicable) needed for the general operation of the equipment. At the completion of PMI on each equipment and ensure upon departure that the equipment is in optimal working condition.

12.2. Service also includes all necessary intervening service calls required to replace any worn or defective parts needed due to instrument failure and maintain equipment in optimum operating condition. Intervening services shall be rendered as directed by the PPOC.

13. ADDITIONAL REQUIREMENT:

13.1. Contractor shall ensure all equipment is in optimal working condition at the expiration date of the contract.

13.2. Contractor personnel that perform changes, updates, or retrofits made on any component, system, or equipment will log it in the station equipment manual.

13.3. Contractor will maintain all manufactures manual necessary to perform maintenance.

14. REPORTING PROCEDURES:

14.1. For services to be performed during normal working hours, the Contractor shall report upon arrival to the Biomedical Engineering Department, Bldg. 500, Room 0261 and sign-in. In addition to signing-in, the Contractor personnel shall identify him/herself to the Program POC (PPOC) before proceeding to the job site.

14.2. For services to be performed outside normal working hours, the Contractor shall obtain a visitor’s badge from the security guard assigned at the facility entrance prior to signing the after-hours logbook located outside the Biomedical Engineering Department, Bldg. 500, and proceeding to Room 0261.

14.3. Prior to leaving the facility the Contractor shall communicate status of equipment to the PPOC, sign out at the same location that they signed in and return the visitor’s badge.

14.4. PPOC:

Name:

Location:

Phone No.:

Email:

15. SUBMISSION OF REPORTS:

15.1. The Contractor shall submit a complete field service report (FSR) electronically to the PPOC within 7 calendar days of the work being completed. The FSR at a minimum must contain company name, service technician’s name, contact telephone number, date of service, a detailed description of any services performed on the equipment (model number and location included), serial number of the equipment being worked on, customer asset number (EE#) of the equipment being worked on, signs of misuse or neglect, findings of problems and correction, including all performance verification, listing of replacement parts, when applicable; total hours of service; safety check; performance data; and recommendations necessary to maintain the equipment in optimum operating condition.

16. GENERAL INFORMATION:

16.1. CONTRACTOR’S PROGRAM MANAGER: The Contractor shall provide a Program Manager who shall be responsible for managing the performance of work. The name of this person shall be designated in writing to the Contracting Officer. The Contractor’s program manager shall have full authority to act for the Contractor on all matters relating to daily operations of this contract.

Name:

Address:

Phone No.:

Fax No.:

Email:

17. CONTRACTOR EMPLOYEES:

17.1. The Contractor shall not employ any person for work on this contract if such employee is identified to the Contractor as a potential threat to the health, safety, security, and general well-being of the public.

17.2. The Contractor shall not employ any person for work on this contract if such employee is identified to the Contractor as a potential threat to the health, safety, security, and general well-being of the public.

17.3. The Contractor personnel shall present a neat appearance and be easily recognized as a contractor employee. This may be accomplished by wearing distinctive clothing bearing the name of the company. The Contractor field service personnel shall be dressed to present a clean, neat appearance at all times when performing under this contract.

17.4. All contractor personnel are required to wear vendor issued ID Badges noting Contractor Name, Personal Name, and Photo of Contractor personnel.

18. PARKING:

18.1. It is the responsibility of Contractor personnel to park only in designated parking areas. The Contractor shall make alternate arrangements for its personnel to park off-site if motor vehicles are required to access those facilities. Parking information is available from the VA Police & Security Service Office. The VA will not invalidate or make reimbursement for parking violations of the Contractor's personnel under any circumstances. The Contractor assumes full responsibility for any parking violations.

19. SMOKING:

19.1. VAGLAHS is a smoke free facility. This includes the use of vapes, electronic cigarettes and tobacco products.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Service Agreement for Guldmann Patient Lifts Located at West Los Angeles VA Medical Center, Sepulveda VA Medical Campus, and Ventura VA Outpatient Clinic.

Contract Period: Base POP Begin: 08-28-2023 POP End: 08-27-2024 PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Provide annual inspection services for Guldmann Patient Lifts located at West Los Angeles VA Medical Center, Sepulveda VA Medical Campus, and Ventura VA Outpatient Clinic.

POP Begin: 08-28-2023 POP End: 08-27-2024

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Emergency Repairs, Costs in relation to findings from inspections.

POP Begin: 08-28-2023 POP End: 08-27-2024

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Service Agreement for Guldmann Patient Lifts Located at West Los Angeles VA Medical Center, Sepulveda VA Medical Campus, and Ventura VA Outpatient Clinic.

Contract Period: Option 1 POP Begin: 08-28-2024 POP End: 08-27-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Provide annual inspection services for Guldmann Patient Lifts located at West Los Angeles VA Medical Center, Sepulveda VA Medical Campus, and Ventura VA Outpatient Clinic.

POP Begin: 08-28-2024 POP End: 08-27-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Emergency Repairs, Costs in relation to findings from inspections.

POP Begin: 08-28-2024 POP End: 08-27-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Service Agreement for Guldmann Patient Lifts Located at West Los Angeles VA Medical Center, Sepulveda VA Medical Campus, and Ventura VA Outpatient Clinic.

Contract Period: Option 2 POP Begin: 08-28-2025 POP End: 08-27-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Provide annual inspection services for Guldmann Patient Lifts located at West Los Angeles VA Medical Center, Sepulveda VA Medical Campus, and Ventura VA Outpatient Clinic.

POP Begin: 08-28-2025 POP End: 08-27-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Emergency Repairs, Costs in relation to findings from inspections.

POP Begin: 08-28-2025 POP End: 08-27-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Service Agreement for Guldmann Patient Lifts Located at West Los Angeles VA Medical Center, Sepulveda VA Medical Campus, and Ventura VA Outpatient Clinic.

Contract Period: Option 3 POP Begin: 08-28-2026 POP End: 08-27-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Provide annual inspection services for Guldmann Patient Lifts located at West Los Angeles VA Medical Center, Sepulveda VA Medical Campus, and Ventura VA Outpatient Clinic.

POP Begin: 08-28-2026 POP End: 08-27-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Emergency Repairs, Costs in relation to findings from inspections.

POP Begin: 08-28-2026 POP End: 08-27-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL 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 four (4) years.

(End of Clause) C.4 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term ‘‘Service-disabled Veteran’’ means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term…