RFQ 36C24626Q0930.docx

36C24626Q0930

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

08-27-2026 Francine Valverde Email Only 09-08-2026

12PM

EDT

Jerry Mann Department of Veterans Affairs Network Contracting Office 6 100 Emancipation Drive Hampton VA 23667

X

238220 $19 Million

N/A

Department of Veterans Affairs

Hampton VA 23667

Francine Valverde Department of Veterans Affairs Network Contracting Office 6

Hampton VA 23667

Financial Services Center

PO BOX 149971

Austin TX 78714-9971 512-460-5049 512-460-5221

See CONTINUATION Page

Title: HVAC Preventative Maintenance, Service and Repair solicitation for the Hampton VA Medical Services

All Offerors must submit a signed and completed

VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING

CERTIFICATE OF COMPLIANCE FOR SUPPLIES AND PRODUCTS

JAN 2023 (see schedule)

All Offers due by September 8, 2026 by 12PM EST via email Francine.valverde@va.gov

See CONTINUATION Page x

Francine Valverde Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C246

Network Contracting Office 6 100 Emancipation Drive Hampton VA 23667

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

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

Page 1 of Page 1 of Performance Work Statement

INSPECTION, MAINTENANCE, REPAIR AND CLEANING OF HVAC

Hampton VA Medical Center

Engineering Service

1. General. The contractor shall provide all labor, supervision, tools, new parts materials, equipment, transportation, and management necessary to provide preventative maintenance, repair service, unlimited telephone support and emergency callback services to maintain operational status on various heating, ventilation and air-conditioning (HVAC) equipment and pneumatics equipment for Engineering Service at the Hampton VA Medical Center (HVAC)

1.1 VA Medical Center shall not provide service manuals or service diagnostic software to the Contractor. The Contractor shall obtain, have on file, and make available to its field service personnel all operational and technical documentation, (such as: operational and service manuals, schematics, parts list, and diagnostic software), which are necessary to meet the performance requirements of this contract. No work will be allowed on equipment for which Contractor's service representative does not have the technical documentation. Excluding diagnostic software, the contractor shall provide copies to the government all operational and technical documentation.

2. Background. The Hampton VA Medical center currently has various heating, ventilation and air-conditioning (HVAC) equipment and pneumatics equipment, which have been maintained on a multi-year annual service contract. Due to the uniqueness and additional equipment items, the facility requires establishing another firm-fixed, multi-year service and maintenance contract.

3. Coordination. ENG Mechanical Shop Supervisor located in Building 8 will serve as the focal point and Contracting Officer Representative (COR) for this contract. As determined, an Alternate COR will be nominated and approved through the Contracting Officer (CO).

3.1. The contractor must pre-coordinate work and associated outages with the COR.

3.2. The COR will be immediately notified whenever a piece of equipment or associated component cannot be returned to service prior to the end of each service visit. In the absence of the COR, the HVAC Work Lead will be notified.

Page 1 of Page 1 of

4. Requirements. The Contractor must develop, publish, and distribute a Preventive Maintenance and Service Plan for all listed equipment, which will include service and inspection checklists in-accordance with the manufacturer specifications. The plan will be submitted to the CO for approval through with their proposal.

4.1 Preventive Maintenance: Preventive maintenance will be accomplished by the manufacturer’s recommended maintenance requirements and intervals. The contractor shall develop and provide the contracting officer a maintenance plan and schedule with their proposals.

4.2 Preventive maintenance will also include routine replacement parts as outlined by the manufacturer’s recommendations. If the contractor finds other than routine faulty components while accomplishing preventive maintenance, then no additional labor costs to the government shall be incurred for troubleshooting and is considered to be part of preventive maintenance. When other than routine replacement parts are found to be defective then the contractor shall furnish a detailed proposal for material and labor costs to correct the deficiencies found. The COR shall be immediately notified by the contractor whenever a piece of equipment or associated component cannot be returned to service prior to the end of each preventive maintenance visit. All work shall be coordinated with COR.

5. Repair and Emergency Services: Upon award, the contractor shall provide proper response time; the contractor will furnish call back service as a part of this contract. The contractor will provide the Contracting Officer a telephone number and paging device which is manned on a 24 hour a day, seven days a week, including holidays, basis. The contractor will respond to emergency service calls within 30 minutes and be on station within two hours. The contractor is to remain until the emergency is resolved.

5.1. Unless specified elsewhere, all parts, labor, oil, and other materials, required to perform this contract will be provided by the contractor up to a total cost of $2,500.00, which includes labor and material, per individual breakdown, or repair, if problems are not due to contractor negligence.

5.2. All work, whether billable to the government or not, shall be documented with a detailed invoice with appropriate credit applied if under the $2,500.00 threshold. For breakdowns or repairs exceeding the $2,500.00 limit, the contractor shall provide to the government a detailed proposal with labor, material, and other costs for approval by the COR. No work above the $2,500.00 limit shall be done unless authorized by the Contracting Officer. The Government will be responsible only for the cost in excess of the $2,500 threshold.

Page 1 of Page 1 of

5.3. Upon completion of repair work, contractor shall provide a detailed field report outlining work completed during the visit including any repairs or adjustments that were performed, and a list of parts used and labor hours/monetary cost. This report should be followed up by an official report, or invoice, showing costs, whether billable or not, outlining the above delivered either by mail or e-mail to the COR within 3 business days of the visit.

5.4. The contractor will maintain a stock of routine spare parts for the equipment under this contract that will be available 24 hours a day, seven days a week, including holidays. All labor and material costs associated with the preventive maintenance program will be the responsibility of the contractor.

5.5. The Contractor shall not exceed the $300,000 annually under Contract Line Item (CLIN) #2. The Contractor shall quote all repairs and get written approval from the COR prior to accomplish work. The Contractor will be accountable to the COR for all costs charged to the $300,000 to CLIN #2 with an itemized list of parts and labor. The Federal Government will not be responsible for any Unauthorized Goods or Services.

6. Government Furnished Equipment and Office Space. This is a full-service maintenance contract with the contractor providing all necessary items necessary to accomplish this performance work statement. The Federal Government will not provide the contractor with any office space on the facility. The Government will provide refrigerant, filters and belts which be supplied by Mechanical Shop.

7. Site Visits and Proposals. Perspective Contractors are encouraged to accomplish a site visit. Site visits will be consolidated, scheduled and coordinated through the Contracting Officer. Unannounced site visits will not be honored. The Federal Government will not incur any costs associated with site visits.

7.1 Following the site visit, Contractors must submit all proposals by the due date specified in the schedule. Proposals shall include the following:

7.1.1 A Preventive Maintenance and Service Plan for all listed equipment, which will include service and inspection checklists in-accordance with the manufacturer specifications. Proposal will include an activity list for each piece of equipment, detailing scheduled frequencies. Include a yearly calendar identifying activities to be performed each month.

Page 1 of Page 1 of

7.1.2 The Contractor will be certified on similar Trane Centravac Centrifugal chiller and York Centrifugal chiller equipment, Magnetic Bearing Chiller within the last year, performing the same type of work. Only competent, qualified, authorized service technicians are to perform the services, and repairs, under this contract. This is to show demonstrated experience and sufficient training in meeting the manufacture specifications standards. Employee certification documents will be provided annually to the Contracting Officer.

7.1.3 Seasonal requirements to include necessary shutdowns, winterizing and subsequent restarts per manufacture’s specifications.

7.1.4 Contractor proposals will include annual costs required for preventative maintenance services for each piece of equipment. Costs will include all routine parts.

The following equipment will be covered under this contract:

XXX44XXXXXXX5XXPXX7XXXXX V-B1AXXX

chilled water pumps

XXXX44XX1XXXXXXXSXXXBXX7BXXXXNB1XXXX

XXXX41XXXXXXXXXSXXXBXX7X XXXXXNBAXXX

chilled water pump

AHU 1

AHU 2

AHU 3

110A

4FLR

Roof RTER Unit 2 Innovent Air Handlers

RTER Unit 3 Innovent Air Handlers

RTER Unit 5

RTER Unit 8

ERU-SS-PL-14500-STAC-FF-460

20747540020

spx vfd

10076306-C1-NC-8407BG-13

Marley Cooling Towers

10076306-B1-NG8407G-13

Marley Cooling Towers

100760306D1-NG8407BG-13

AHU 1

AHU 2

AHU 3

AHU 4

AHU 5

AHU 6

Condenser pump Bell & Gosset for DaiKin

C113593-01H01

Chill water Pump Hydronic Modules

Chiller pump for Diakin Bell& Gossett Pump 10

Variable Frequency Drive (VFD), >60 HP All pumps

YMC2 Condenser Water Pump

Economizing Plate and Frame Heat Exchanger

Plate frame condensing pump vfd

3E/4E

East 5th FLR

SDPM797360

110 W End 5th FLR Roof

Chiller Water Pump

Chiller Water Pump

Chiller

TSCB025UOC00000000A0AA2

K0R5K37668A

Pump

XLXIF1AXX

MCQUAY 2

CHW Pump and Motor Motor GF04 Nidec 0777

84449-0222M0002

Condenser Pump

8XS1FAXXX

SDSM516370

Chill Water pump 1

Chill Water pump 2

Server RM

Teleph one Room

Liebert AHU Condenser

Liebert Small Condenser Unit #2

Outside

F2AM5A0N0

Condenser

Pump for Cooling tower

Pump for Cooling Tower

Mcquay AHU’s

4XXRLXXXX 42XX1

AHU SCI expansion

New Evapco Cooling Tower

60 Tons Addison PROA420H4A4A

XP7XXXXXND1AXXXX

SCXM-892780

Condenser

chilled water pumps chilled water pumps

8. Clean-up. The contractor will remove all debris, containers, and other materials, on a daily basis, resulting from his work and leave the premises clean. All debris, containers and other materials must be removed from the limits of the Medical Center and not be placed in government-owned dumpsters, except with prior approval of the COR. All handprints, grease smears, etc., are to be removed. Any paint chipped, scratched, or damaged will be repaired to the satisfaction of the COR.

9. Oil Analysis Certification. Oil analysis will be conducted by a certified laboratory for the purpose of analyzing centrifugal refrigeration oil for wear metals (aluminum, copper, iron, tin, lead, chromium, and zinc), acid, water content, viscosity, and chloride content. Submit results with the lab’s recommendations with the monthly invoice, when required.

10. Refrigerant Analysis Certification. Refrigerant analysis will be conducted by a certified laboratory for the purpose of analyzing refrigerants for wear metals, acid, oil, and moisture content. Submit results with monthly invoice with the lab’s recommendations with the monthly invoice, when required.

11. Final Services. Two weeks prior to the final completion date of this contract, the contractor will inspect the equipment and perform any service, adjustment, or repairs necessary to leave the equipment in Government accepted operating condition. The contractor will provide a final written report on work performed, along with a statement, as to the final condition of the equipment. The final services report is to be received by the Contracting Office before final payment is made. Any manuals should be returned to the COR and remain the property of the Government.

12. Electric Work. All electrical work will conform to the latest requirements of the National Electrical Code.

Page 1 of Page 1 of

SPECIAL CONTRACT REQUIREMENTS

A. WORK HOURS.

The services covered by this contract shall be furnished by the contractor as defined herein. The contractor shall not be required, except in case of emergency, to furnish such services on Federal Holidays or during off duty hours as described below.

The following terms have the following meanings:

Normal working hours: Monday through Friday, 7:30 a.m. – 4:00 p.m., excluding federal holidays. The 11 holidays observed by the Federal Government are:

Work outside these hours must be prescheduled and approved by the COR.

When one of the holidays falls on Sunday, the following Monday shall be observed as a Federal Holiday. When a holiday falls on a Saturday, the preceding Friday shall be observed as a Federal Holiday.

Smoking Policy Per VHA Directive 1085 Dated 3/15/19 All VA Health Care Facilities shall be smoke free. This directive applies to all patients, visitors, contractors, volunteers, and vendors.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide HVAC preventative maintenance service and routine parts per manufacturer's recommended requirements and intervals Contract Period: Base POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a NATIONAL STOCK NUMBER: n/a LOCAL STOCK NUMBER: n/a

Non-routine HVAC Repairs and Emergency Repair Services, as required, not to exceed $300K.

Contract Period: Base POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a

Provide HVAC preventative maintenance service and routine parts per manufacturer's recommended requirements and intervals Contract Period: Option 1 POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a

Non-routine HVAC Repairs and Emergency Repair Services, as required, not to exceed $300K.

Contract Period: Option 1 POP Begin: 10-01-2027 POP End: 09-30-2028 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a

Provide HVAC preventative maintenance service and routine parts per manufacturer's recommended requirements and intervals Contract Period: Option 2 POP Begin: 10-01-2028 POP End: 09-30-2029 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a

Non-routine HVAC Repairs and Emergency Repair Services, as required, not to exceed $300K.

Contract Period: Option 2 POP Begin: 10-01-2028 POP End: 09-30-2029 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a

Provide HVAC preventative maintenance service and routine parts per manufacturer's recommended requirements and intervals Contract Period: Option 3 POP Begin: 10-01-2029 POP End: 09-30-2030 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a

Non-routine HVAC Repairs and Emergency Repair Services, as required, not to exceed $300K.

Contract Period: Option 3 POP Begin: 10-01-2029 POP End: 09-30-2030 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a

Provide HVAC preventative maintenance service and routine parts per manufacturer's recommended requirements and intervals Contract Period: Option 4 POP Begin: 10-01-2030 POP End: 09-30-2031 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a

Non-routine HVAC Repairs and Emergency Repair Services, as required, not to exceed $300K.

Contract Period: Option 4 POP Begin: 10-01-2030 POP End: 09-30-2031 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: J041 - Maintenance, Repair, and Rebuilding of Equipment - Refrigeration, Air Conditioning, and Air Circulating Equipment MANUFACTURER PART NUMBER (MPN): n/a

B.3 DELIVERY SCHEDULE

0001-4002

DEPARTMENT OF VETERANS AFFAIRS

HAMPTON VA MEDICAL CENTER

100 EMANCIPATION DR

HAMPTON, VA 23667

By 10/1/2026

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract,

(5) Solicitation provisions incorporated in the solicitation.

(6) Other paragraphs of this clause.

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.252-2 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)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause) C.5 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (NOV 2025) (DEVIATION)

(a) During the term of this contract, the Contractor must post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29 CFR 471.2(d) and (f).

(1) Physical posting of the employee notice must be in conspicuous places in and about the Contractor's plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relations Act and engage in activities related to the performance of the contract.

(2) If the Contractor customarily posts notices to employees electronically, then the Contractor must also post the required notice electronically by displaying prominently, on any Web site that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of Labor's Web site that contains the full text of the poster. The link to the Department's Web site, as referenced in (b)(3) of this section, must read, "Important Notice about Employee Rights to Organize and Bargain Collectively with Their Employers."

(b) This required employee notice, printed by the Department of Labor, may be—

(1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor-Management Standards or Office of Federal Contract Compliance Programs;

(2) Provided by the Federal contracting agency if requested;

(3) Downloaded from the Office of Labor-Management Standards Web site at http://www.dol.gov/olms/regs/compliance/EO13496.htm; or

(4) Reproduced and used as exact duplicate copies of the Department of Labor's official poster.

(c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471.

(d) The Contractor must comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor.

(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9.4. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law.

(f) Subcontracts.

(1) The Contractor must include the substance of this clause, including this paragraph (f), in every subcontract that exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor.

(2) The Contractor must not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause.

(3) The Contractor must take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.

(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

(End of Clause)

C.6 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)

In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits…