S02 36C77022Q0428.docx

36C77022Q0428

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

NCO 15 Contracting Ofc - CMOP 763-23-1-328-0002

08-22-2022 Lewallen, Stacey

08-26-2022

3PM

CDT

36C770 Department of Veterans Affairs NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway

Leavenworth KS 66048-5012

X x

238220 $16.5 Million

N/A

Department of Veterans Affairs Lancaster CMOP

2962 S Longhorn Dr Lancaster TX 75134 36C770 Department of Veterans Affairs NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway

Leavenworth KS 66048-5012

FSC

PO Box 149971 Austin TX 78714-8971

See CONTINUATION Page Description of Requirement:

Quarterly Preventative Maintenance (PM) to Refrigerators, Freezers and HVAC systems.

See Statement of Work for additional information.

This requirement is a set aside for SD/VOSB.

Wage Determination 2015-5227, Rev 18, July 14, 2022 will apply to this solicitation.

Offeror shall be registered and active in System for Award Management (SAM) at https://www.sam.gov at the time of award to the Government.

Awardee is required to report annually to SAM.gov.

Please see Instructions to Offerors (highlighted) also on page 38 in its entirety.

POC for this RFQ is Stacey Lewallen, Stacey.Lewallen@va.gov

See CONTINUATION Page

Pendlay, Christy 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 36C770

NCO 15 Contracting Ofc - CMOP 3450 S. 4th St. Trafficway Leavenworth KS 66048-5012

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.

Department of Veterans Affairs - FSC PO Box 149971, Austin, TX 78714-8971

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

B.2 STATEMENT OF WORK – DEPARTMENT OF VETERANS AFFAIRS – BASIC QUARTERLY MAINTENANCE ON REFRIGERATORS, FREEZERS AND HVAC UNITS – LANCASTER, TX CMOP The Department of Veterans Affairs (VA) Consolidated Mail Outpatient Pharmacy (CMOP) processes high volume, direct-to-patient-delivery prescriptions to eligible Veterans throughout the United States using integrated, automated dispensing systems. The Lancaster, TX CMOP has a requirement for Basic Quarterly Maintenance service.

This award will be for a firm fixed price contract to include a period of performance of a base year with four (4) option years. A total of a five (5) year contract.

The Lancaster, TX CMOP is located at 2962 S. Longhorn Dr, Lancaster, TX 75134.

1.0 SCOPE OF WORK

The contractor shall provide all personnel, parts, tools, test equipment and labor necessary to perform quarterly maintenance on refrigerators, freezers and HVAC units as named below. Contractor shall perform to the standards in this Statement of Work. The work described shall be performed by a properly trained and licensed HVAC technician. The tradesman involved shall be to the best standards of workmanship for respective equipment to meet the requirements with the Manufacturer’s Preventative Maintenance recommendations.

Quarterly maintenance shall be done four (4) times in one year, each year. Inspection and preventative maintenance will be done during regular business hours 7am-3:30pm at the address listed above.

STATEMENT OF WORK (ALSO SEE SCOPE OF WORK)

Types of equipment to service are as follows:

Reach In Cooler Pharmacy Hoshizaki

North East corner-main warehouse

Reach In Cooler

Pharmacy Hoshizaki

Reach In

Reach In

Reach In

685079-010-001

Bulk-Main Warehouse

Wall Units

2MXS18NMVJU

G016758

West wing

HVAC

Carrier

25HCC537A300

4018E08567

New Restroom

HVAC

Central Cooling Scotsman

Hillary office

Ice Maker

13111320011665

Front breakroom

Equipment may change during the life of the contract due to depreciation or changes in technology.

New equipment within scope of this contract to be serviced may be added via bilateral modification.

Required Quarterly Service: The minimum checks listed below must be complete on a quarterly basis, four (4) times each year. The Contracting Officer’s Representative (COR) and technicians (or contracting company) will work together in coordinating services to be performed. Appointments for quarterly maintenance shall be scheduled at least one (1) week prior to the on-site service being provided.

Maintenance to be performed quarterly (each quarter/four times each year):

1. Check general operating conditions.

2. Inspect all drain pans and drain piping.

3. Check electrical components.

4. Blow out condenser coils with nitrogen.

5. Check compressor and motor amps.

6. Check evaporator fan motors.

7. Visually inspect refrigerator circuits for leaks (condensers, evaporators, and accessible components).

8. Check sight glass.

9. Check superheat.

10. Calibrate thermometers.

11. Check thermometers.

12. Check temperature.

13. HVAC Systems – was all condenser coils, replace or wash/clean filters

14. HVAC Systems – check complete operation of refrigerant systems and check all belts.

Service Tickets: Service tickets shall be provided upon completion of each visit to the Contracting Officer’s Representative (COR). Ticket information will detail the make, model and serial number of all equipment serviced. Additionally, any deficiencies identified, refrigerants used and/or recovered, are to be included on the service tickets.

Service tickets for quarterly maintenance, should include any deficiencies, the technician shall provide a recommended corrected action for each deficiency and the approximate associated costs to include labor and parts.

Repair tickets shall detail the scope of work to include any parts replaced as well as make, model and serial number of equipment. Failure to furnish the appropriate information on service tickets upon departure from the facility may cause delay in payment of invoices or invoices rejected until the appropriate documents match for payment.

English Language Requirement: The contractor company/technicians will have the ability to speak and/or read and write the English language as this will be important for addressing the service tickets.

Travel: The cost of travel and/or travel time to and from the job site will be at the contractor’s expense, at no cost to the Government.

Response Time: For emergency repairs, the Contractor will be responsible for providing an HVAC technician on-site within two (2) hours of notification of equipment failure. This may include regular business hours, after hours, weekends and holidays (depending on urgency of repair need and/or problem its causing).

Identification: A Visitor Identification (ID) Badge will be issued upon arrival to the CMOP facility each day and must be returned at the end of the day. The Visitor ID badge shall be worn at all times while at the Government facility, clearly displayed on an outer garment, above the waist.

Safety Requirements (also see 4.0 Facility Information): Technicians are subject to OSHA 1910 Article 178 standards. In the performance of this contract, the contractor shall take such safety precautions as the Contracting Officer (CO), or their designee may determine to be reasonably necessary to protect the lives and health of the occupant of any building. The Contracting Officer or designee will notify the contractor of any noncompliance with the foregoing provisions and action to be taken. After receipt of such notice, the contractor shall immediately correct the conditions to which attention has been directed. Such notice, when served on the contractor, his representative at the site of the work, shall be deemed sufficient for the purpose aforesaid. If the contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or any part of the work and hold the contractor in default as provided for elsewhere in this contract.

INSTRUCTIONS TO OFFERORS (ALSO SEE PAGE 38)

****Please legibly complete this solicitation and return the entire document.

Page 1 – complete your vendor info in box 17a, to include your DUNS or new UEI.

Page 1 – complete boxes 17a/b Page 11 – provide pricing in appropriate highlighted boxes, parts will be priced when needed.

Also see page 38 for continuation of Instructions to Offerors****

2.0 CONTACT INFORMATION

Contract Specialist: Stacey Lewallen, Stacey.Lewallen@va.gov Contracting Officer Representative (COR):

CONTRACTING OFFICER’S REPRESENTATIVE: Pursuant to VAAR Provision 852.270-1, Contracting Officer’s Representative (COR), shall be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract; perform inspections necessary in connection with contract performance; maintain written and oral communications with the Contractor concerning technical aspects of the contract; issue written interpretations of technical requirements, including Government drawings, designs, and specifications; monitor Contractor's performance and notify both the CO and Contractor of any deficiencies; coordinate availability of Government furnished property; and provide site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially regarding changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting contract.

3.0 CONTRACTOR IT DEVICE CONNECTIONS

The C&A requirements do not apply, and a Security Accreditation Package is not required.

4.0 FACILITY INFORMATION

Hours of Operation Core Work Hours: Services shall be performed according to specifications of Government point of contact and Contracting Officer’s Representative (COR). The core work hours for this facility are Monday through Friday, 7:00 am to 3:30pm.

Weather Delays: In the event climate or weather conditions become unsuitable for work or may induce an environmental hazard, then work may be rescheduled to a date and time satisfactory to the COR. Climate or weather postponement will not cause any penalties to be assessed to the contractor, nor shall there be any additional cost to the Government.

Holidays: The following federal holidays are observed; however, circumstances may warrant approval for work on those days upon authorization. Holidays include New Year’s Day, Martin Luther King Jr Birthday, Washington Birthday, Juneteenth, Fourth of July, Labor Day, Columbus Day, Veterans Day, Thanksgiving and Christmas.

When a holiday falls on a Sunday, the following Monday will be observed as a legal holiday. When a holiday falls on a Saturday, the preceding Friday is observed by U.S. Government agencies.

Smoking Policy: As of OCT-01-2019, all VA facilities are now entirely smoke-free. Vendor is advised the smoking of cigarettes, cigars, pipes, any other combustion of tobacco, and e-cigarettes, vape pens and e-cigars by any patient, visitor, contractor, volunteer, or vendor is prohibited at all VHA health care facilities.

Safety Requirements: The vendor shall comply with all local, state, and federal laws and safety regulations. Compliance with OSHA and other applicable laws and regulations for the protection of contractor’s employees is exclusively the contractor’s obligation, and the Government will assume no liability or responsibility for the contractor’s compliance or non-compliance with such responsibilities. The vendor shall provide vendors employees with all necessary personal protective clothing and equipment. The Contracting Officer or his designee will notify the contractor of any noncompliance with the foregoing provisions and action to be taken. After receipt of such notice, the contractor shall immediately correct the conditions to which attention has been directed. Such notice, when served on the contractor, his representative at the site of the work, shall be deemed sufficient for the purpose aforesaid. If the contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or any part of the work and hold the contractor in default as provided for elsewhere in this contract.

Weapons, Firearms, Ammunition: Vendor’s employees are prohibited from possessing weapons, firearms, or ammunition, on themselves or on Government property while at the CMOP facility.

Fire Prevention and Safety: Vendor’s employees shall comply with the Occupational Safety and Health Act (OSHA) and the Fire Prevention and Health Program.

Standards of Conduct: The Contracting Officer or Contracting Officer’s Representative shall refer to the Contractor for immediate action (including, but not limited to, removal from the work site) any contract technician whose personal or professional conduct jeopardizes or interferes with the regular and ordinary operation of the CMOP facility. Breaches of conduct include, but are not limited to, intoxication or debilitation resulting from drug use; theft; dereliction; negligence in performing tasks or other conduct resulting in complaints by staff or management.

Illegal Substances: Illegal substance possession, use, or distribution will not be tolerated on any Government installation, including the CMOP. This includes prescribed medical marijuana. The contractor shall ensure that contractor employees who have access do not possess, use, or distribute illegal substances. All vendors are required to adhere to all local, state, and federal laws concerning possession and/or use of illegal substances. Vendors found to be in possession of illegal substances will be barred from the installation and subject to arrest and prosecution by local authorities.

Parking: It is the responsibility of the Contractor to park in the appropriate designated parking areas. The VA will not validate or make reimbursement for parking violations of the Contractor under any conditions.

5.0 CONTRACTOR RESOURCE REQUIREMENTS AND INFORMATION

· All contractors must be registered in the System for Award Management (SAM) database (http://www.SAM.gov) to be eligible for a government award.

· All contractors providing a response as a Service-Disabled Veteran Owned Small Business (SDVOSB), or Veteran Owned Small Business (VOSB) must be registered and verified in the Vendor Information Pages (VIP) database (https://www.vip.vetbiz.gov) at the time of the offer and at the time of award.

· Contractor shall be required to provide documentation evidencing liability insurance coverage at the time of the offer, award and annually thereafter.

6.0 INVOICES AND PAYMENTS

Upon notification of award, the Contractor must be vendorized in VA fiscal systems. The Contractor must:

1. Submit a TIN and DUNS number to the Contract Officer for vendorization in the local VA logistics database, VistA, so a purchase order may be created for the contract.

2. Submit a VA Form 10091 to the VA Finance Service Center (FSC), if one is not already on file.

3. Register and create an account in the online VA payment system, Tungsten/OB10. More information can be found at http://www.va.gov/oaa/invoicing/faqs.asp.

Invoice Submissions. The VA uses a third-party web portal, called Tungsten OB-10 to process invoices. Tungsten OB10 receives invoice data through the Internet and verifies certain data fields on behalf of the VA, keys to AP routing for approval, and sends a confirmation report to the Contractor’s point of contact. Tungsten OB10 then creates an invoice PDF for delivery into the VA accounts payable system. The certifying official at the station will certify the invoice for payment.

Invoices are only to be submitted electronically to the VA Finance Service Center (FSC) through the Tungsten OB10 web portal. Invoices submitted directly to the FSC or the facility by fax or mail will not be accepted and will delay payment. Invoices submitted without a due date or purchase order (PO) number will be rejected.

Payment inquiries may be made to the Contracting Officer or through the Vendor Customer Service Support Helpdesk at 512-460-5049 or VAFSCCSHD@VA.GOV.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Basic Quarterly Preventative Maintenance on Refrigerators, Freezers and HVAC Systems Four (4) PM checks in one (1) year.

See SOW for all details.

Billing will be quarterly.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

Contract Period: Base POP Begin: 10-01-2022 POP End: 09-30-2023

Unscheduled Maintenance and Repairs See SOW for details.

Billing will be after service is complete.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

The following is requested:

(1) Hourly Rate during Normal Business Hours 7-3:30pm: ______________

(2) Hourly Rate After Normal Business Hours: ________________

(3) Hourly Rate for Weekends/Holidays Hours: _______________ Contract Period: Base

Parts - will be priced if/when needed See SOW for details Contract Period: Base

Basic Quarterly Preventative Maintenance on Refrigerators, Freezers and HVAC Systems

See SOW for all details.

Billing will be quarterly.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

Contract Period: Option 1 POP Begin: 10-01-2023 POP End: 09-30-2024

Unscheduled Maintenance and Repairs

Billing will be after service is complete.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

The following is requested:

(1) Hourly Rate during Normal Business Hours 7-3:30pm: ______________

(2) Hourly Rate After Normal Business Hours: ________________

(3) Hourly Rate for Weekends/Holidays Hours: _______________

Contract Period: Option 1

Parts - will be priced if/when needed

Contract Period: Option 1

Basic Quarterly Preventative Maintenance on Refrigerators, Freezers and HVAC Systems

See SOW for all details.

Billing will be quarterly.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

Contract Period: Option 2 POP Begin: 10-01-2024 POP End: 09-30-2025

Unscheduled Maintenance and Repairs

Billing will be after service is complete.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

The following is requested:

(1) Hourly Rate during Normal Business Hours 7-3:30pm: ______________

(2) Hourly Rate After Normal Business Hours: ________________

(3) Hourly Rate for Weekends/Holidays Hours: _______________

Contract Period: Option 2

Parts - will be priced if/when needed

Contract Period: Option 2

Basic Quarterly Preventative Maintenance on Refrigerators, Freezers and HVAC Systems

See SOW for all details.

Billing will be quarterly.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

Contract Period: Option 3 POP Begin: 10-01-2025 POP End: 09-30-2026

Unscheduled Maintenance and Repairs

Billing will be after service is complete.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

The following is requested:

(1) Hourly Rate during Normal Business Hours 7-3:30pm: ______________

(2) Hourly Rate After Normal Business Hours: ________________

(3) Hourly Rate for Weekends/Holidays Hours: _______________

Contract Period: Option 3

Parts - will be priced if/when needed

Contract Period: Option 3

Basic Quarterly Preventative Maintenance on Refrigerators, Freezers and HVAC Systems

See SOW for all details.

Billing will be quarterly.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

Contract Period: Option 4 POP Begin: 10-01-2026 POP End: 09-30-2027

Unscheduled Maintenance and Repairs

Billing will be after service is complete.

OPTION TO EXTEND, TO BE USED ONLY IF NEEDED

The following is requested:

(1) Hourly Rate during Normal Business Hours 7-3:30pm: ______________

(2) Hourly Rate After Normal Business Hours: ________________

(3) Hourly Rate for Weekends/Holidays Hours: _______________

Contract Period: Option 4

Parts - will be priced if/when needed

Contract Period: Option 4

B.4 DELIVERY SCHEDULE

Lancaster CMOP 2962 S. Longhorn Drive Lancaster, TX 75134

USA

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.4 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

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

(End of Clause) C.5 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.

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

[X] 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.

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 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.

[] 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) C.6 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran owned small business concern or SDVOSB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.101, Surviving Spouse definition);

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

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

(iv) The business has been verified for ownership and control pursuant to 38 CFR part 74 and is so listed in the Vendor Information Pages (VIP) database (https://www.vip.vetbiz.va.gov); and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all SDVOSB and VOSB set-asides and sole source contracts.

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

(b) General.

(1) Offers are solicited only from eligible service-disabled veteran-owned small business concerns. Only VIP-listed service-disabled veteran-owned small business concerns (SDVOSBs) may submit offers in response to this solicitation. Offers received from concerns that are not VIP-listed service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed service-disabled veteran-owned small business concern that meets the size standard for the applicable NAICS code.

(c) Representation. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70. Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible. Therefore, any reference in 13 CFR part 121 and 125 to a servicedisabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR part 121.406 and 125.6, provided that for purposes of the limitations on subcontracting, only VIP-listed SDVOSBs shall be considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor).