36C78620R0076_1.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.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO 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. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

7860-000240

36C78620R052 07-16-2020 Katherine Iacovelli 703-630-9358 06-30-2020

11:59PM EST

43C1 Department of Veterans Affairs NCA Contracting Service

18434 Joplin Rd Triangle VA 22172

X

Y 327991 500 Employees

N/A

Various locations nationwide

43C1 Department of Veterans Affairs NCA Contracting Service

18434 Joplin Rd Triangle, VA 22172

43C1 http://www.tungsten-network.com/customer -campaigns/veterans-affairs/

1-877-752-0900

See CONTINUATION Page

This solicitation is for blank granite niche covers (H1) from the quarry in Woodbury, Vermont shipped per each task order.

SUBMIT PROPOSAL VIA VA eCMS VENDOR PORTAL WEBSITE AT

HTTPS://WWW.VENDORPORTAL.ECMS.VA.GOV

Submit questions only by email before noon Eastern June 22nd to: katherine.iacovelli@va.gov

COR: TBD

For invoicing please use PO Number 786N05

Please fill this out:

DUNS:

EMAIL ADDRESS:

PHONE #:

See CONTINUATION Page

786-550728-4210 01BH705MA 0102H 2020

Contract Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C786 Department of Veterans Affairs NCA Contracting Service 18434 Joplin Rd Triangle, VA 22172

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:

Other [X] monthly after acceptance by Government

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.

http://www.tungsten-network.com/customer-campaigns/veterans-affairs/

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

6. CONTENTS OF INVOICE:

1. Contractor Information (Name, Complete Address, Telephone Number, Taxpayer Identification Number)

1. Date of Invoice

1. Date of Period of Invoice Performance

1. Invoice Number

1. Obligation/Invoice Number (Only one purchase order may be included on each invoice submitted)

1. Cemetery Name

1. Unit Cost

1. Total Invoice Amount

1. Service/Item(s) provided

6. SOLICITATIONS:

Failure to submit all required documentation and a sample to specs as required may result in your submission being determined non-responsive and removed from further consideration.

7. MISSING PAGES:

It is the responsibility of the offeror to examine this solicitation to verify that he or she has received all pages. In addition, in compiling this package, some pages may have been duplicated. If the offeror feels that pages are missing or duplicated, the offeror is encouraged to contact the Contracting Officer at the telephone number shown in Block 7B, Standard Form 1442, Solicitation / Contract / Order for Commercial Items.

8. TIME OF DELIVERY:

Work is to be performed Monday through Friday, 8:00 a.m. – 4:30 p.m., except Federal Holidays.

9. POST AWARD CONFERENCE:

Prior to commencement of work, contract awardee and a representative of all subcontractors are required to attend a post award conference with Contracting Officer’s Representative and Contracting Officer/Specialist to assure that all parties understand all contractual obligations and the role that each party serves.

10. GOVERNMENT HOLIDAYS:

Holidays observed by the Federal Government:

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

B.2 SCHEDULE OF PRICES

The term of the contract shall be from Date of Award to September 30, 2020 and 4 option years from October 1 to September 30 each if exercised.

CONTRACT ESTIMATED TOTAL

Each CLIN shall be priced in total for labor, materials, overhead, shipping and other items.

Quantity is only estimated, contract maximum is 50,000. Task Order Minimum is 1.

Price Breakdown by %:

Stone

EA

Labor

EA

Shipping

EA

B.3 STATEMENT OF WORK/SPECIFICATION

1.0 Background

The Department of Veterans Affairs (VA), National Cemetery Administration (NCA) furnishes headstones, markers and niche covers for the graves of veterans worldwide. Memorial headstones, markers and niche covers are also furnished to memorialize veterans whose remains are non-recoverable.

2.0 Purpose

This is a fixed unit price Requirements Contract for nationwide distribution of blank granite columbarium niche covers for use as replacements and/or expansion projects. Granite niche covers procured under this contract are from Vermont. The estimated maximum quantity is10,000 blanks annually which does not guarantee that the maximum will be purchased. Contractor shall keep a supply of 2,000 blanks packaged and ready to ship immediately.

Replacements must be comparable in color and shading to the existing granite niche covers mounted on columbaria at each National Cemetery for which a Task Order is written.

Reference the photo below for color and shading of stone required for this contract. For aesthetic purposes, the supplied material must match existing material having characteristics of granite from Vermont.

Granite shall be a uniform shade of fine to medium grain gray color of N6 – N7 judged against the Munsell Neutral Value Scale, Matte 31 - step scale.

3.6 Finish: The face and sides of each niche cover shall be uniformly machine honed with an 80-grit abrasive so as to display a smooth satin surface, free of scratches, saw marks, rust spots and skips. All edges along the front, back and corners shall be uniformly rounded with a smooth 1/16” to 1/8” inch eased edge aris (or chamfer). The minimum 1/16” rounding along backside edges is preferred. Four holes are to be core drilled in each cover as shown on drawing. The holes must be perpendicular to the face of the cover. The holes shall have smooth side walls, with one centerline and no visible change in the side wall.

4.0 Scope of Work

4.1 Source of supply

All stone shall be obtained from Vermont quarries within the United States of America, having adequate capacity and facilities to meet the specified requirements. Cutting and finishing shall be done by a manufacturer equipped to process the material promptly and in strict accordance with the enclosed specifications.

4.2 Workmanship

Each niche cover shall be free from defects in workmanship. Chips, cracks, open seams, or abraded edges, will not be permitted and the repair or patching of any such defects is prohibited and will be cause for rejection. Any spalling that occurs around holes on the backside must not extend more than ¼” beyond the holes’ walls and be ≤3/32” deep. The covers shall be free of ink, oil, crayon marks, dirt, coatings, sealers and dust. Workmanship shall be in accordance with industry standards and practices.

5.0 Submittal by Potential Offerors

Potential offerors will submit at their expense one (1) blank granite niche cover according to the specifications listed in Sections 2.0 and 3.0 above. Sample shall be representative of the stone to be used, the finish to be attained and the placement and diameter of the holes to be drilled. The sample shall be marked clearly on the back with indelible marker, showing contractor name, solicitation number, quarry source of stone and name of stone. Any sample not properly marked, or which arrives damaged may be excluded from further consideration. Failure to meet any of the requirements in Sections 3 and 6 shall result in the rejection of the sample. At that point the Contractor’s sample has failed to meet the submittal requirements for this solicitation and the proposal and sample may be removed from further consideration.

All samples are best and final, and the offerors will not be allowed to submit another sample if a sample is deemed unacceptable.

Samples must be received by Memorial Monuments Service (MPS) prior to closing date of solicitation. NO samples shall be accepted after solicitation closing date.

All samples submitted must be approved for further consideration of vendor quote/proposal. Once submitted, samples become the property of the Department of Veterans Affairs and will not be returned.

Results of the Sample Review shall be sent to offerors by the Contract Officer after the solicitation has closed. Do not contact the MPS COR for a copy of the report or the result.

Submit sample and test results to the following address:

National Cemetery Administration 5109 Russell Road Quantico, VA 22134

5.1 PDF copies of drawings are available upon request at no additional charge to potential vendors. The request should be e-mailed to the NCA Memorial Programs Service (MPS) Program Support Unit at MPSProgSupport@va.gov and should include the Contractor’s name, mailing address, phone number, e-mail address and the name and drawing number of the drawing(s) requested. Vendors should refer to the drawings to ensure requirements are understood.

A potential vendor should e-mail the request for drawings to MPS within a timely manner to ensure sufficient time for the drawings to be emailed. An extension to the solicitation closing date due to a late request will not be granted under any circumstances.

NOTE: Testing results are not required for Vermont.

Granite shall have an abrasive hardness value Ha of 25.0 minimum, when tested as specified by ASTM C241.

6.2.2 Absorption:

Granite absorption shall be 0.40 percent maximum, by weight when tested for a 48 hour period as specified in ASTM C97.

6.2.3 Compressive strength:

Granite shall have a minimum compressive strength of 13,000 psi when tested as specified in ASTM C170.

6.2.4 Flexural strength:

Granite shall have a flexural strength of 1,200 psi (8.27 MPa) minimum when tested as specified in ASTM C880.

6.2.5 Density:

Granite shall have a density of 160-lbs/ft3 (2,563-kg/m3) minimum, as specified by ASTM C97.

National Building Granite Quarries Association P.O. Box 482, Barre, VT 05641

Quality assurance inspections of the contractor’s production processes, or the contractor’s manufacturing facility may be conducted during the contract period by the designated CORs of the Memorial Programs Service (MPS) to assure contract performance and adherence. Visits to the contractor will be scheduled at a time so as to ensure inspection of the contractor’s marker production. The Government reserves the right to perform quality audit inspections without prior scheduling or notification to the contractor.

During each QA visit, a complete assessment of the contractor’s operation will be made, to include the following areas:

· Packaging and palletizing of product to ensure compliance with all contractual requirements.

· Contractor’s execution of quality control procedures.

· Contractor is accurately maintaining all QA records as required, with the records indicating the quality of the markers as shipped.

· The contractor’s handling of inventory or backlogged orders.

The contractor must assist the designated COR by providing an adequate, well lighted inspection area. Contractor personnel will provide assistance lifting, handling and moving of product.

7.2 Quality Complaints

The receipt of complaints concerning unsatisfactory quality indicating non-compliance with the contract specifications will be considered reason for an immediate visit and review of the contractor’s quality assurance program. The Government reserves the right to impose 100% Government Quality Inspections for an indefinite period due to quality problems. Indicative, but not all-inclusive, examples are:

· Nonconforming product shipped to fill Government orders.

· Product that passed the contractor’s inspection system and are awaiting shipment.

· Deficiencies that adversely affect performance of the contract existing in areas such as:

· Craftsmanship

· Safety

· Knowledge/training of processes and measuring tools

· Inspection process

· Damage during shipping due to poor packaging/poor quality shipper

All covers shall be packed in accordance with normal industry standards and commercial best practices to assure acceptance by the common carrier.

Non-metal bands shall be secured around the pallet or crating for its entire height (from top to bottom) and two additional bands shall secure the pallet or crating around the width. Banding pressure should be such that it causes no damage to the edges of the stone when packaged. Colored materials or materials capable of staining the stone (ex. uncoated cardboard, certain kinds of wood) during outdoor storage is not permitted.

The packaging and crating should protect the covers throughout the handling and storage process and during shipment and comply with the National Motor Freight Classification.

8.2 Palletizing, Markers or Covers

Each crate or pallet must not exceed 2000 lbs.

9.0 Performance Evaluation

a. Normally, the COR will verbally advise or give a written inspection report to the Contractor of discrepancies the first time they occur and ask the Contractor to correct the problem. A notation will be made on the COR checklist of the date and the time the deficiency was discovered and the date and time the Contractor was notified.

b. If the Government created any of the discrepancies, these will not be counted against the Contractor's performance. When the Government has caused the Contractor to perform in an unsatisfactory manner, the COR will forward a written notice to the responsible organizational element requesting corrective action be taken.

c. When the Contractor is not meeting the acceptable limits of satisfactory performance, a CDR will be issued to the Contractor. The seriousness of the failures should govern whether to issue CDR at the end of the period, or as soon as the limits of satisfactory performance are exceeded.

When a CDR is issued, the Contracting Officer and/or the COR may exercise any contractual remedy available for non-performance, in accordance with FAR 52.212-4, “Inspection and Acceptance”. When a CDR is received, the Contractor shall complete the applicable CDR blocks. The Contracting Officer will evaluate the Contractor's explanation and determine the next course of action.

d. The issuance of a Contract Discrepancy Report (CDR), found in Attachments, may be cause for the scheduling of a meeting among the Contractor, Contracting Officer, and the COR. A mutual effort will be made to resolve all problems identified. The Government will prepare written minutes of the meeting. The Contractor, Contracting Officer, and the COR will sign minutes of the meeting(s).

e. Should the Contractor not concur with the minutes, they will so state their objections in writing to the Contracting Officer, within ten calendar days, and also explain the reasons for non-concurrence. The Contracting Officer will review and consider the reasons submitted for the Contractor's non-concurrence and make a decision to revise or uphold the comments as written. The Contracting Officer will notify the Contractor of the decision in writing within ten calendar days of submission of any objections.

f. After a CDR is given and the vendor's plan accepted by the CO/MPS COR the vendor shall have 1 month to carry-out the plan. After 30 calendar days, if there are any examples of missed standards then a remedy shall apply.

g, If the Contractor does not achieve satisfactory performance by the end of the next period or agreed suspense date, further actions may be considered including, but not limited to termination for default. If the Contractor only achieves a partial satisfactory performance by the end of the next period or agreed suspense date, other remedies including penalties may be applied.

10.0 Employee Requirements

a. The Contractor shall be responsible to ensure Contractor employees providing work on this contract are fully trained and completely competent to perform the required work. All work performed shall be done at a minimum to the specs and in accordance with good commercial practices.

b. Small Business set-aside: all of the awardee’s managerial/supervisory employees including those on site in supervisory roles shall be direct hires of the Prime Contractor. Labor shall be employed such that 50% of the actual salaries and wages for time attributed on this contract are from actual Prime Contractor employees.

c. Labor Force and Equipment: The Contractor shall be aware of the intensive labor and equipment requirements needed to meet contract specifications. Contractor shall be responsible to provide all labor and equipment as necessary to meet deadlines. The Contractor shall provide all necessary resources to complete the efforts assigned under the scope of this contract.

11.0 Point of Contact at MPS

Email MPSProgSupport@va.gov of the projected delivery following the notice to proceed and of the delivery date/time following actual delivery.

12.0 Destination Point

Deliver niche covers, F.O.B. Destination, within consignee’s premises to

IMPORTANT: The contractor must note on the Bills of Lading that palletized monuments must be placed at the rear or side of delivery vehicles so that direct access is permitted for off-loading with a forklift.

12.1 Point of Contact for Delivery

Consignee must be contacted 24 hours prior to delivery to ensure appropriate personnel and equipment is on-site to off load product. Delivery should occur between 8:30am to 3:30pm unless other arrangements are made during the pre notice of impending delivery.

12.2 At Arrival

Government personnel or their authorized representatives are responsible for inspecting blank niche covers eliminating product that is chipped, cracked and stained. Product received shall be free of ink, oil, crayon marks, dirt, tape, adhesives and coatings.

All product that does not meet the specifications will be considered scrap and the quantity will need to be reported to the Contract Officer, COR and ACOR. The Contractor is responsible for the costs of shipping items sent back as unacceptable or disposal of product which is scrapped on site. Any cover that is delivered broken to the cemetery shall be replaced at the Contractor’s expense. The MPS Program Support Unit reserves the right to notify the Contractor by email within 5 days of any markers damaged during transportation.

13.0 Procedures (Administrative and Other)

13.1 Government Responsibilities:

Notwithstanding the Contractor’s responsibility for total management during the performance of this contract, the administration of the contract shall require coordination between the Government and the Contractor. The Contract Officer/Contract Specialist shall provide, at the time of the contract’s award, the name of one or more individuals authorized to act as Contract Officer’s Representatives (CORs) during the coordination.

13.2 Contractor Records and Files

The Contractor shall maintain records and files of all documents relating to each order filled under the contract. These records shall include, at minimum, copies of all orders, quality assurance records, inspection results, shipping documents (bearing carrier’s name and PRO tracking numbers) and invoices. These records shall be made available, upon request.

13.3 Completion Point for Products Delivered FOB Destination

The Contractor’s responsibilities are deemed complete upon acceptance by the Government.

13.4 Invoicing

Invoicing in arrears after acceptance. The Contractor shall bear all charges to the point of destination.

END STATEMENT OF WORK

36C78620R0076

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

SBA ACT 8(d)(13)(B)

(B) NOTICE.—

(i) IN GENERAL.—A prime contractor for a covered contract shall notify in writing the contracting officer for the covered contract if the prime contractor pays a reduced price to a subcontractor for goods and services upon completion of the responsibilities of the subcontractor or the payment to a subcontractor is more than 90 days past due for goods or services provided for the covered contract for which the Federal agency has paid the prime contractor.

(ii) CONTENTS.—A prime contractor shall include the reason for the reduction in a payment to or failure to pay a subcontractor in any notice made under clause (i).

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

52.217-6 52.217-9 OPTION FOR INCREASED QUANTITY, 5 days OPTION TO EXTEND THE TERM OF THE CONTRACT, 2 days, 5 days, 5.5 years

MAR 1989

MAR 2000

C.3 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[X] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[X] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) PLEASE NOTE: The correct mailing information for filing alternate protests is as follows:

Or for solicitations issued by the Office of Construction and Facilities Management:

C.4 VAAR 852.247-71 DELIVERY LOCATION (OCT 2018)

Shipment of deliverable items, other than reports, shall be to:

Various locations nationwide

(End of Clause)

C.5 VAAR 852.247-72 MARKING DELIVERABLES (OCT 2018)

(a) The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract.

(b) Mark deliverables, except reports, for: See SOW

(End of Clause)

C.6 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(End of Clause)

C.7 VAAR 852.247-74 ADVANCE NOTICE OF SHIPMENT (OCT 2018)

See SOW work days prior to shipping item(s) the Contractor shall furnish the anticipated shipment date, bill of lading number (if applicable), and carrier identity to COR and to the Contracting Officer.

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

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JUL 2020)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (JUN 2020).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[X] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2020 (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109–282) (31 U.S.C. 6101 note).

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

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

[X] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror…