36C26324Q1044.docx

36C26324Q1044

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

36C26324Q1044 08-01-2024 Mark Chase (Contractor)

(210) 706-8139 08-08-2024 10:00

CDT

36C263 Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul

MN

55101 X X 541330 $25.5 Million N/A X Department of Veterans Affairs Black Hills Health Care System Fort Meade VAMC, Building 137 113 Comanche Rd Fort Meade

SD

57741 Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul

MN

55101

Y Department of Veterans Affairs Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Inspection and test of boilers and ancillary equipment at the Black Hills VA Health Care System in Ft Meade, SD.

Important notice to Offerors:

Review and follow INSTRUCTIONS TO OFFERORS in FAR Clause 52.212-1 Addendum and

OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS PRODUCTS AND SERVICES in FAR Clause 52.212-3 Questions regarding this solicitation must be submitted by email only to mark.chase1@va.gov no later than 1:00 PM CDT, August 6, 2024.

Offers to this solicitation must be submitted by email to mark.chase1@va.gov no later than 10:00 AM CDT, August 8, 2024.

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 36C263 Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101

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

Inspection of three boilers and one deaerator tank to determine a useful end of life for the boiler plant.

Contract Period: Base POP Begin: 08-19-2024 POP End: 10-18-2024 PRINCIPAL NAICS CODE: 541330 - Engineering Services PRODUCT/SERVICE CODE: H344 - Inspection - Furnace, Steam Plant, and Drying Equipment; Nuclear Reactors

B.3 DELIVERY SCHEDULE

Fort Meade VA Medical Center 113 Comanche Rd, Building 137 Fort Meade, SD 57741

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B.4 STATEMENT OF WORK

STATEMENT OF WORK

ENGINEERING EVALUATION OF BOILERS AND DEAERATOR TANKS RELIABILITY/LIFE EXPECTANCY

PROJECT NUMBER 568-24-112

SCOPE OF WORK and PERIOD OF PERFORMANCE: The general contractor is to provide all services, products, and materials to provide the items in the solicitation package for Project No. 568-24-112. The purpose of this project is to conduct an End of Life study on the 3 Boilers and the DA tank as in the Scope of Work. Work will be completed in building 137 in the Fort Meade VA Medical Center in Fort Meade, South Dakota.

1. Introduction:

VA medical centers provide critical health care which requires reliable steam supply for sterilization, domestic hot water, kitchens, and building heating/air conditioning.

Boilers and associated equipment serving VA medical centers must be reliable, safe and efficient. The age of boilers and associated equipment is often a major indicator of reliability.

The VHA Directive 1810 (1), BOILER AND BOILER PLANT OPERATIONS, assigns “useful life expectancy”, in years, to the boilers and plant equipment. The Directive requires that retention of certain equipment beyond the “useful life expectancy” must be based on an engineering evaluation of the reliability, efficiency and cost effectiveness of continued operation.

2. Summary of Requirements:

The consultant shall supply all labor, material, and equipment to inspect and test the boilers and ancillary equipment at the Black Hills VA Health Care System in Ft Meade, SD. The work shall be documented in a full report of findings and recommendations. The report must be stamped by a licensed professional engineer. The following is a general list of equipment that must be addressed.

A. List boilers, by make, model, size, and age:

a. Boiler 1- Was manufactured by Murray Iron Works in Burlington, Iowa in 1957. Boiler 1 is a type “D” configuration, water tube boiler, steel construction, with a steel mud drum, and a single steam drum, MAWP of 160 psi.

b. Boiler 2- Was manufactured by Murray Iron Works in Burlington, Iowa in 1957. Boiler 2 is a type “D” configuration, water tube boiler, steel construction, with a steel mud drum, and a single steam drum, MAWP of 160 psi.

c. Boiler 3- Was manufactured by Cleaver Brooks in Milwaukee, Wisconsin in 1968 and is a model number D-42 boiler, MAWP of 270 psi.

B. Deaerator (DA) tank Maximum Working Pressure (MAWP)

a. Deaerator Tank- Manufactured by Chicago Heater in 1956, that is 5’6”x16’0”, with a heater that is 3’x4’, and a MAWP 30psi.

3. Qualification Requirements for Consultant and Inspection Personnel:

A. A professional engineering firm (Professional License (PE)) that specializes in life expectancy evaluations must be part of the team and provide an analysis and recommendations under their seal based on the evaluation of the boiler and associated equipment by means of visual inspection and non-destructive testing conducted by experienced boiler inspectors and non-destructive testing experts on the team.

B. The inspections shall be supervised on-site by a “Qualified Professional Inspector”, defined as anyone or combination of the following.

1) A boiler inspector who has a valid commission from the National Board of Boiler and Pressure Vessel Inspectors.

2) A boiler inspector who has qualified by passing a written examination under the laws, rules, and regulations of a jurisdiction of a state.

3) A boiler inspector who is regularly employed as a boiler inspector by a jurisdiction that has adopted and administers one or more sections of the ASME Boiler and Pressure Vessel Code as a legal requirement and has a representative serving as a member of the ASME (American Society of Mechanical Engineers) Conference Committee.

4) A boiler inspector who is regularly employed by an insurance company that has been licensed or registered by the appropriate authority of a state of the United States to write boiler and pressure vessel insurance.

C. Non-destructive testing personnel shall be certified to American Society for Non- destructive Testing (ASNT) Level II, who are experienced in evaluating boilers and associated equipment.

4. Inspector:

The “Qualified Professional Inspector” shall demonstrate familiarity with and ready access to the current versions of the following codes and manuals:

a. ASME Boiler and Pressure Vessel Code

b. ASME B31.1, Power Piping Code

c. ANSI/NB-23, National Board Inspection Code

d. NACE International Standard RP0590, Recommended Practice for Prevention, Detection and Correction of Deaerator Cracking

e. VHA Boiler Plant Safety Device Testing Manual, current edition.

The NDT technicians shall demonstrate familiarity with and ready access to the current version of :

a. NACE International Standard RP0590, Recommended Practice for Prevention, Detection and Correction of Deaerator Cracking

5. VAMC Responsibilities for Preparation of Boiler Inspection

1. Since steam production cannot cease, the shall coordinate the VA COR will have to work closely to develop an inspection schedule that will ensure the facility can always meet steam demand with sufficient backup.

2. The boiler will be prepared by VAMC for the inspection prior to the scheduled arrival of the inspector. This includes cooling the unit to near ambient temperature and having all manways and access doors open, the unit cleaned of loose materials, “lock-out, tag-out” in place (Contractor will assume LOTO responsibilities), connecting piping isolated, proper illumination provided, compliance with “confined space” access requirements including having safety personnel present in the boiler plant.

3. VAMC will comply with any other the contractor shall present, in writing, requirements of the inspector that are considered reasonable by VAMC and have been presented in writing at submitted request shall be submitted least one month prior to the scheduled inspection.

4. Coordinate preparation work with the requirements of the contractor.

5. All records of maintenance and repair activities, water treatment logs, operational logs, inspection reports, and all histories of prior problems shall be readily available during the inspection. Records for three years are suggested. If the contractor requires copies, they will be provided upon request and must be returned upon project completion.

6. Remove all manway and handhole covers, access panels.

7. Remove all drum internals.

8. Clean all fireside and waterside surfaces.

9. Remove insulation from water tube boilers steam and mud drum ends and from locations where pipes are connected to the boiler.

10. Arrange for ladders or other devices necessary to allow access to the boiler.

11. Furnish copies of the original National Board (NB) “Manufacturer’s Data Report” inspection form that was prepared for the boiler when it was new and NB “Report of Repair” forms if boiler pressure vessel repairs have been performed.

6. Inspection Requirements for Boilers A. Consultant shall develop a detailed list of information required at least two weeks prior to the inspection to allow the VA to compile the information.

B. Consultant shall develop a detailed schedule of the inspection in consultation with the VA COR to ensure availability of equipment as needed during the execution of the project.

C. Visually inspect the following items and document the locations with a sketch or pictures. Any adverse findings must be documented with pictures and notes in detail. All data shall be included in the final report as supporting documentation.

1) Review the boiler/s history including operating conditions, date of last inspection, current inspection certificate, ASME stamping, National Board registration number, materials of construction, extent of post weld heat treatment, history of repairs and modifications.

2) All welded and threaded pipe connections to the boiler shell or drum for signs of leakage or defects in the welded areas. Defects must be documented as to location with a sketch or picture and be non-destructively tested.

3) Boiler support structure for proper alignment, evidence of sagging, shifting or misalignment.

4) Boiler casings for signs of warping, misalignment, and overheating.

5) All furnace tubes and all accessible convection tubes for alignment, evidence of corrosion, erosion, bulges, sagging, defective or deteriorated welds.

6) Exposed surfaces of steam and mud drum in furnace, particularly ligament areas between tubes, for evidence of corrosion, cracking, scale buildup, other defects.

7) Refractory for cracking, shifting, sagging, bulging or general deterioration.

8) Internal areas of steam drum and mud drum (inside boiler shell in fire tube boilers).

Welded outlet connections.

Surface of drums for pitting or surface discontinuities.

Ligament areas between tube holes for cracking.

Each tube end and internal surface of representative number of tubes for pitting, erosion, corrosion, and excessive scale buildup. Utilize fiber optic inspection equipment to inspect interior of tubes.

Clean and inspect shell or tube sheet between tube holes for cracking.

7. VAMC Responsibilities for Preparation of DA Tank Inspection

a. Since steam production cannot cease, the consultant and the VA COR will have to work closely to develop an inspection schedule that will ensure the facility can always meet feed water demand with sufficient backup.

b. The DA will be prepared by VAMC for the inspection prior to the scheduled arrival of the inspector. This includes cooling the unit to near ambient temperature and having all manways and access doors open, the unit cleaned of loose materials, “lock-out, tag-out” in place (Contractor will assume LOTO responsibilities), connecting piping isolated, proper illumination provided, compliance with “confined space” access requirements including having safety personnel present in the boiler plant.

8. Inspection Requirements for Deaerator (DA) Tank A. The DA inspections shall comply with the guidelines in the current issues of the following documents:

B. NACE International, Standard RP0590, Recommended Practice for Prevention, Detection and Correction of Deaerator Cracking.

C. NATIONAL BOARD INSPECTION CODE, Part RB, Inservice Inspection of Pressure- Retaining Items.

1) Review the DA history including operating conditions, date of last inspection, current inspection certificate, ASME stamping, National Board registration number, materials of construction, extent of post weld heat treatment, history of repairs and modifications.

2) Assess the external parts of the DA and accessories and piping for safety, accessibility, cleanliness. proper operation, and compliance with codes.

3) Inspect for evidence of leakage.

4) Inspect DA tank safety valve installation and verify that the valves have proper set pressure and capacity and are properly installed.

5) Inspect support structures for proper integrity and allowance for thermal expansion.

6) Internal inspections:

a. Visually inspect all visible pressure vessel and tanks surfaces for corrosion, material thinning, deposits, and weld cracking.

b. Inspect DA spray nozzles and trays.

c. Certified American Society for Non-Destructive Testing (ASNT) Level II technicians shall perform non-destructive tests (NDT) using the wet fluorescent magnetic particle (WFMT), ultrasonic testing (UT), and any other necessary non-destructive tests.

Completely examine all accessible welds utilizing the WFMT test method. Properly prepare the surfaces before testing.

Determine pressure vessel material thickness by UT. Thickness measurement locations shall be selected by dividing the storage tank heads into quadrants and taking measurements at each quadrant on two imaginary rings in each head (eight measurements total) . Measurement locations on the shell shall be on each of the quadrants, on four to six locations along the length of the shell (16 to 24 measurements total). The technician may recommend fewer or more tests to the owner, providing justification.

Typically, the pressure vessel section containing the deaerator trays and sprays is not accessible for non-destructive testing. The experience is that this section, which is mainly exposed to steam, is less vulnerable to weld failures and material thinning than the storage section which contains condensate and make-up water.

9. Testing:

The following Nondestructive testing shall be completed and document as to the location or findings with a sketch or pictures. Any adverse findings must be documented with pictures and notes in detail. All data shall be included in the final report as supporting documentation.

1) Ultrasonic thickness testing of representative samples of all components.

2) Obtain sufficient material thickness measurements to accurately reflect the condition of the entire boiler and DA tank.

Ultrasonic thickness testing of all areas visually noted to have corroded or eroded.

Magnetic particle testing of all areas where indications of defects have been found visually.

Metallurgical analysis of representative samples of boiler metal if there are indications or a record of overheating.

10. Calculations:

The consultant shall calculate and report the maximum allowable working pressure rating and remaining life expectancy based on the thickness measurements, data obtained, observations and testing for the boiler and deaerator tanks.

ASME Code formulas must be used and references provided in the final report.

Calculate and report the depletion rate of material thickness.

Remaining life calculation shall be based on original material thickness, current material thickness, evaluation of other factors in the condition of the boiler.

11. Report Requirements:

A. Provide complete written report fully describing all inspections and tests performed, findings, and recommendations. The condition of all items inspected shall be stated whether acceptable or deficient. All deficiencies shall be fully described along with recommendations for methods of correction B. Provide oral report of condition of the boiler to VAMC engineering management at the conclusion of the inspection and prior to leaving the site.

C. Provide a draft report Microsoft (MS) Word format withing 7 days of the completion of inspection for review and comment by the COR. Once approved by VA, provide MS Word format and 6 copies of final report to COR.

D. Provide complete narrative of the history of the equipment in the plant and current conditions of the same as well as an analysis of the visual inspections and test results, photographic views of deteriorated areas and photographs to show areas identified as not acceptable for continued service or requiring repair.

E. Provide calculations for remaining life based on calculated present maximum allowable working pressure vs. original maximum allowable working pressure when the boiler was new. Show locations and extent of all non-destructive testing by sketches.

F. Describe all deteriorated areas; provide expert judgment on need for repairs and repair methods.

G. Provide expert judgment on cost effectiveness of retaining the boiler in service.

H. Provide expert analysis of the condition of boilers/ancillary equipment and recommended extension to useful life in years.

I. Provide photographs and/or drawings and show where each the measurements or negative observation was taken.

J. All safety-related deficiencies shall be immediately reported to the COR during the inspection visit.

K. Provide recommendations on need for re-inspections after correction of deficiencies. Cost of re-inspections shall be extra cost negotiated with VA Contracting Officer.

NARA (National Archives Records Administration) Language Requirements:

1. 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.

2. In accordance with 36 CFR 1222.32, the 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.

3. VHA 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 VHA or destroyed except 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, the Contractor must report to VHA. The agency must report promptly to NARA in accordance with 36 CFR 1230.

4. The Contractor shall immediately notify the appropriate Contracting Officer 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 VHA 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 Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

5. The Contractor is required to obtain the Contracting Officer'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 VHA guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

6. 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 Freedom of Information Act.

7. The VHA 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 VHA 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.

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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 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.3 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.4 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

(End of Addendum to 52.212-4)

C.5 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved] [] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115–390, title II).

[X] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT…