Solicitation 36C25223Q0811.pdf

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

585-23-2-6025-0014

36C25223Q0811

Iloh, Sylvia 414-844-4800 X43242 07-24-2023 10am Local Time

Department of Veterans Affairs

GLAC (69D)

115 South 84th Street, Suite 101

Milwaukee WI 53214-1476

X 100

X

811310

$12.5 Million

N/A

N/A

Oscar G Johnson VA Medical Center

325 E H St Iron Mountain MI 49801-4760

GLAC-MILWAUKEE (69D)

Great Lakes Acquisition Center - HC 115 South 84th Street, Suite 101 Milwaukee WI 53214-1476

Financial Services Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page

Semi-annual Calibration of Boiler Transmitters for the Oscar G. Johnson VA Medical Center, Iron Mountain, MI

See Sections B.2 and B.3 for specific requirements.

The Service Contract Labor Standards statute applies to this contract. See Section D for the applicable Department of Labor Wage Determination.

See CONTINUATION Page

X 1

Robert Knight

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA (continuation from Standard Form 1449)

OFFERORS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED HEREIN

PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED

FOR AWARD.

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

AMENDMENT NO DATE

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

A. CONTRACTOR:

CONTRACTOR NAME:

ADDRESS:

CITY-STATE-ZIP:

POINT OF CONTACT/TITLE:

PHONE NUMBER:

FAX NUMBER :

E-MAIL ADDRESS:

SAM UEI NO.:

CAGE CODE:

B. GOVERNMENT: MATT ZAWADA, CONTRACTING OFFICER

SYLVIA ILOH, CONTRACT SPECIALIST

DEPARTMENT OF VETERANS AFFAIRS

GREAT LAKES ACQUISITION CENTER

115 S. 84TH ST., STE 100

MILWAUKEE WI 53214

2. ACQUISITION OF COMMERCIAL ITEMS: This Request for Quote (RFQ) solicitation is issued under the authority of FAR Part 12 Acquisition of Commercial Items and FAR Part 13 Simplified Acquisition Procedures. FAR Part 15 will not be used. The procedures in Part 12 used in conjunction with Part 13 allow the Government to procure services resembling those in the commercial marketplace and streamline the procurement process. From this RFQ, the Government intends to award a firm fixed price contract where the contractor provides a price that is not subject to any adjustment on the basis of the contractor’s cost experience in performing the contract. (Note: The terms “offeror” and “quoter” are both used in this Solicitation. For the purposes of this Solicitation, these terms are interchangeable; there is no difference in meaning between the two.)

3. SOLICITATION TIMELINE SUMMARY:

A. SITE VISIT: A site visit for all potential quoters will be held at the Oscar G. Johnson VA Medical Center, 325 E H St, Iron Mountain, MI 49801-4760, on Tuesday July 18, 2023, Between 8am – 12noon local time. All interested parties shall meet in Building #2 Boiler Plant, the large building behind hospital with multiple overhead garage doors and 3 large smokestacks. There will not be any other site visits offered besides this one.

Please RSVP with your name, company, and telephone number to Donald Demeuse at donald.demeuse@va.gov. PLEASE NOTE THAT WHILE ON-CAMPUS ALL PERSONS

SHALL COMPLY WITH ALL FACILITY DIRECTIVES, INCLUDING THE WEARING OF

MASKS AS REQUIRED. It is strongly suggested and expected that the potential quoter inspect the campus to be serviced to fully understand the nature of the work and the conditions under which the work is to be performed. In no case shall failure to attend a site visit or otherwise inspect the campus constitute grounds for a claim after contract award.

B. RFQ QUESTIONS: In order to maintain integrity of this solicitation and subsequent award date, all offerors are advised that any question and answer requests must be submitted in a written form via e-mail to the Contracting Officer Sylvia.Iloh@va.gov no later than Thursday July 24, 2023, at 10am Local Time. Contracting will issue a consolidated response via solicitation amendment to https://sam.gov Contract Opportunities within 2 business days to all parties.

C. SOLICITATION CLOSES/QUOTES DUE: See box 8 of STANDARD FORM 1449 or most recent Amendment.

D. SUBMISSION OF QUOTE: See 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services and addendum for specific instructions to offerors.

4. CONTRACTING OFFICER’S AUTHORITY: The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration.

Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity or quality of performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

5. INVOICING: Use of the invoicing procedures set forth in this Contract is mandatory and supersede any other invoicing procedures otherwise used by the Contractor. Invoice payment, including the calculation of late fees when applicable, shall be conducted in accordance with current Department of Veterans Affairs policies and procedures at the time an invoice is submitted. Under no circumstances shall a late payment be grounds for termination of this Contract.

a. Invoices Submitted in Arrears: Invoices shall be submitted electronically, monthly, in arrears in accordance with: VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018). Invoices shall not be submitted for work not yet performed.

b. Invoice Payment: Payments will be made in arrears upon receipt of a properly prepared invoice.

Advance payments for work not yet performed is not authorized under this Contract. All mailto:donald.demeuse@va.gov mailto:Sylvia.Iloh@va.gov https://sam.gov/ payments by the Government to the contractor will be made in accordance with FAR 52.232-33

PAYMENT BY ELECTRONIC FUNDS TRANSFER – SYSTEM FOR AWARD

MANAGEMENT (OCT 2018).

c. Invoice Processes and Procedures:

1. Electronic Invoicing Required: Facsimile, e-mail, posted mail, and scanned documents are not acceptable forms of submission for payment requests.

2. FMS Registration: Contractors new to the Department of Veterans Affairs must first register with the VA’s Financial Management System (FMS). In order to register a company with FMS, the contractor must first register with https://www.id.me/, which is a simple and secure identity verification system. Once a contractor has registered with https://www.id.me/, the contractor can then access the digital registration form through the VA's Customer Engagement Portal at http://www.cep.fsc.va.gov/. For assistance, contractors may call 1-877- 353-9791 or e-mail vafsccshd@va.gov.

3. Tungsten Network: Once registered in FMS, a contractor may now electronically submit invoices. The VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Network e- Invoicing network, for submissions of all electronic invoices to the VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to VA.Registration@Tungsten-Network.com or calling 1-877-489-6135 for enrollment. Once successfully enrolled, please go to Tungsten Network (tungsten-network.com) to begin submitting electronic invoices.

4. Invoice Information: All invoices shall reference the vendor’s name and address, customer name, contract number, appropriate obligation/funding order number, description of services provided, quantity, unit price, and total invoice amount (any additional info). Invoices shall also include any payment discount terms, if applicable.

5. Electronic Invoice Submission: Contractors shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.Tungsten- Network.com/Login.aspx. For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

6. FACILITY REQUIREMENTS: In addition to any other requirements set forth in this Contract, the Contractor, including its employees, agents, and subcontractors (collectively “the Contractor”), shall comply with the following facility requirements. Failure to comply with these requirements shall be considered a material breach of this Contract and may be a violation of Federal law resulting in charges answerable in the United States District Court.

a. Contractor is responsible to follow all on-site facility policies.

b. All VA property is considered Federal property and all Federal laws are applicable.

https://www.id.me/ https://www.id.me/ http://www.cep.fsc.va.gov/ mailto:vafsccshd@va.gov mailto:VA.Registration@Tungsten-Network.com https://www.tungsten-network.com/ https://portal.tungsten-network.com/Login.aspx https://portal.tungsten-network.com/Login.aspx

c. It is the responsibility of the Contractor to park in the appropriate designated parking areas.

Information on parking is available from the VA Police Section. The VA will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

d. All VA facilities are drug free. Possession of drugs, to include Marijuana and all Marijuana bi-products are prohibited. Enclosed containers, including tool kits, shall be subject to search.

Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

e. All contractor personnel are required to adhere to all VA rules and regulations.

f. Smoking is prohibited on the entire campus, both inside and outside the VA Facility.

g. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

h. VHA DIRECTIVE 1192: This Veterans Health Administration (VHA) directive establishes policy and provides guidance for the prevention of seasonal influenza in VHA facilities through the vaccination or masking of health care personnel (HCP). AUTHORITY: Title 38 United States Code (U.S.C.) 7301(b), 7318(b). Contractor is responsible in ensuring that all aspects of this directive are implemented, including providing face masks and influenza vaccines for all employees working at a VA facility.

7. SECURITY & PRIVACY CONTROL:

a. Badging/Access: Badging and access for all Contractor personnel shall be coordinated with the COR. The Contractor shall strictly comply with all direction given by the COR and facility personnel during the badging process. Failure to comply with this requirement will be considered a material breach of this Contract.

b. Physical Security: The Contractor shall not permit its employees, including subcontractor employees, to open desk drawers, cabinets, or to use office equipment, including the use of non-pay telephones, for any purpose other than required for normal performance of duties under this Contract.

c. Network/Data Security: The Contractor shall not connect any computing or data storage devices to the VA facility’s networks, except for publicly available Wi-Fi.

d. Contract Security: The Authorization & Accreditation (A&A) requirements of VHA Handbook

6500.6 do not apply to this requirement; therefore, a Security Accreditation Package is not required, nor is an A&A or MOU/ISA required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security. If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at (202) 461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at (304) 262- 7733.

e. Patient Confidentiality: The Contractor shall adhere to all requirements of the Privacy Act due to the possibility that confidential medical record information may be accessible and/or visible to

Contractor employees while performing work under this Contract. The Privacy Act prohibits the disclosure of a record about an individual from a system of records, absent the written consent of the individual, unless the disclosure is pursuant to statutory exception. See Privacy Act of 1974 for additional information regarding the Privacy Act. At the COR’s direction, in the COR’s sole discretion, the Contractor shall obtain a signed Confidentiality Certificate from each employee and maintain that Certificate for inspection purposes.

https://www.justice.gov/opcl/privacy-act-1974

B.2 PRICE SCHEDULE

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1.00 YR $0.000000 $0.00

Calibrate boiler transmitters semi-annually at the Oscar G. Johnson VA Medical

Center, Iron Mountain, MI.

Contract Period: Base Year POP Begin: August 1, 2023 POP End: July 31, 2024 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance PRODUCT/SERVICE CODE: J045 - Maintenance, Repair, and Rebuilding of Equipment - Plumbing, Heating, and Waste Disposal Equipment

Center, Iron Mountain, MI.

Contract Period: Option Year 1 POP Begin: August 1, 2024 POP End: July 31, 2025 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance

Center, Iron Mountain, MI.

Contract Period: Option Year 2 POP Begin: August 1, 2025 POP End: July 31, 2026 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance

Center, Iron Mountain, MI.

Contract Period: Option Year 3 POP Begin: August 1, 2026 POP End: July 31, 2027 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance

Center, Iron Mountain, MI.

Contract Period: Option Year 4 POP Begin: August 1, 2027 POP End: July 31, 2028 PRINCIPAL NAICS CODE: 811310 - Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance

GRAND TOTAL: $0.00

B.3 PERFORMANCE WORK STATEMENT

A. SERVICES: The contractor shall provide all labor, materials, tools, and supervision by a qualified individual to perform the required instrument calibration semi-annually in the months of April and October of each contract year. The equipment described in ATTACHMENT A shall be calibrated in accordance with the requirements of ANSI/NCSL Z540-1-1994 and/or performed in accordance with manufacturer's instructions. The test equipment shall be calibrated at planned intervals with traceability to National Institute of Standards Technology.

B. EQUIPMENT: Sixteen (16) Honeywell ST 3000 Series 900 pressure transmitters and two (2) Honeywell Series 700 pressure transmitters reporting steam pressure, fluid level, steam usage, and air pressure to our Allen Bradley Boiler Control System.

C. REPORTING: Contractor will report to Boiler Plant Operations Supervisor upon arrival at VAMC.

Upon completion of work, contractor will provide a detailed SR computerized report to the COR.

Documentation shall include:

1. Name of Contractor and Contract Number.

2. Name of FSE who performed services.

3. Date, time (starting and ending), and hours on-site for service call.

4. Itemized description of service performed.

5. Signatures of FSE performing service described and VA employee who witnessed service described.

6. Transmitter Data to include Model, serial, and location.

7. Transmitter “as found” and “as left” calibration status.

8. Calibration Instrument Certificate.

D. FACILITY HOURS

1. Normal hours of coverage are Monday through Friday from 6:00 a.m. to 4:30 p.m., excluding holidays. All service shall be performed during normal hours of coverage unless requested or approved by COR or a designee.

2. Work performed outside the normal hours of coverage at the request of COR shall be billed at normal hourly rated charged to other commercial customers by contractor. Work performed outside the normal hours of coverage at the request of the Contractor shall be considered service during normal hours of coverage.

3. Federal and National Holidays observed by the VAMC Include:

a. New Year’s Day;

b. Birthday of Martin Luther King, Jr.;

c. Washington’s Birthday;

d. Memorial Day;

e. Juneteenth National Independence Day;

f. Independence Day;

g. Labor Day;

h. Columbus Day;

i. Veterans Day;

j. Thanksgiving Day;

k. Christmas Day; and

l. Any other day declared a Federal Holiday by Presidential Proclamation.

E. UNIFORMS AND IDENTIFICATION: The Contractor shall provide a uniform to its employees that is easily recognizable and clearly distinguishes them as Contractor employees. The company-issued uniform shall have the name of the company clearly visible on the front of the uniform top.

Uniforms shall present a professional appearance, be clean and maintained in good repair, and shall comply with all applicable safety regulations, e.g., protective footwear. Contractor employees shall wear their Government-issued identification badges so that it is clearly visible on the front of their uniform.

F. ACRONYMS

1. CO: Contracting Officer

2. COR: Contracting Officer's Representative

3. VAMC: Department of Veterans Affairs Medical Center

4. SR: Service Report

5. FSE: Field Service Engineer

[Attachment A: Equipment List – Next Page]

ATTACHMENT A

Transmitter Inventory

Manufacturer Model Serial Description Function Location Honeywell STG94L-E1H-

00000-

9X.HC.SB.UM.ZS+

XXXX

09W35 C318259300

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Boiler #1 Drum Pressure Transmitter

Honeywell STD924-E1H-

00000-1C.MB.S2-

B77P

C255507100

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Boiler #1 Drum Level Transmitter

Honeywell STD924-E1H-

00000-1C.MB.S2-

B77P

C255658300

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Boiler #1 Steam Flow Transmitter

Honeywell STG94L-E1H- 00000-

9X.HC.SB.UM.ZS+

XXXX

09W35 C318259300

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Boiler #2 Drum Pressure Transmitter

Honeywell STD924-E1H-

00000-1C.MB.S2-

B77P

C247396700

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Boiler #2 Drum Level Transmitter

Honeywell STD924-E1H-

00000-1C.MB.S2-

B77P

C258830500

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Boiler #2 Steam Flow Transmitter

Honeywell STG94L-E1H- 00000-

9X.HC.SB.UM.ZS+

XXXX

09W35 C318259300

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Boiler #3 Drum Pressure Transmitter

Honeywell STD924-E1H-

00000-1C.MB.S2-

B77P

C247612800

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Boiler #3 Drum Level Transmitter

Honeywell STD924-E1H-

00000-1C.MB.S2-

B77P

C258830500

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Boiler #3 Steam Flow Transmitter

Honeywell STD924-E1H-

00000-1C.MB.S2-

B77P

C265500280 08002

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Condensate Tank Level Transmitter

Honeywell STG94L-E1H- 00000-

9X.HC.SB.UM.ZS+

XXXX

09W35 C318259300

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Condensate Return Pressure Transmitter

Honeywell STD924-E1H-

00000-1C.MB.S2-

B77P

1057992007

Honeywell ST 3000 Series

Pressure Transmitter

Main Location DA Tank Level Transmitter

Honeywell STG94L-E1H- 00000-

9X.HC.SB.UM.ZS+

XXXX

09W35 C318259300

Honeywell ST 3000 Series

Pressure Transmitter

Main Location DA Tank Pressure

Honeywell STG94L-E1H- 00000-

9X.HC.SB.UM.ZS+

XXXX

00027 1050512500

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Main Header Pressure Transmitter

Honeywell STD924-E1H-

00000-1C.MB.S2-

B77P

C241342700

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Main Header Steam Flow Transmitter

Honeywell STG94L-E1H- 00000-

9X.HC.SB.UM.ZS+

XXXX

09W35 C318259300

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Feed Water Pressure Transmitter

Honeywell STG74L-E1H000-1-

A-AHC-11S-A-00

17W10 C400000372

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Air Compressor Pressure Transmitter

Honeywell STD720E1HC4CAS

-1-A-AD0-11S-A-1

15W43 C400000337

Honeywell ST 3000 Series

Pressure Transmitter

Main Location Spare DPT

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

EFT.

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;

18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.252-2 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)

FAR

Number

Title Date

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

MAR 2023

52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,

EQUIPMENT, AND VEGETATION

APR 1984

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 15 calendar days before the contract’s performance period ends. The “specified” rates under this clause will be those rates in effect under the contract each time an option is exercised under this 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 15 calendar days before the contract’s performance period ends; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendar 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.

C.5 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC

2022) The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.6 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.7 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND

VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (JAN 2023)

(DEVIATION)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business certification status and their proposed use of eligible certified service-disabled veteran-owned small businesses (SDVOSBs) and certified veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible and certified service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the certified Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor.

To receive credit, an offeror must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database on the SBA Veteran Small Business Certification Program portal at https://veterans.certify.sba.gov/ (see 13 CFR 128) and be otherwise eligible in accordance with SBA size standards for the acquisition and limitations on subcontracting requirements set forth in SBA regulations (see 13 CFR 121, 125 and 128.).

(c) Non-Veteran offerors proposing to use certified SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the certified SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

https://veterans.certify.sba.gov/

C.8 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more SDVOSBs or VOSBs for subcontract work of the same or similar value.

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity.

This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause.

Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.10 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT

2020) The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

(End of Addendum to 52.212-4)

C.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (JUN 2023)

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

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

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115–91).

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

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

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

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

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

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

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

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

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