36C24119Q0142-001.docx

36C24119Q0142

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C24119Q0142 02-13-2019 Stephen Clements 603-624-4366x5860 03-15-2019 90C Department of Veterans Affairs Network Contracting Office 1 (NE) VAMC Manchester 718 Smyth Road, BST Suite 105 Manchester NH 03104 X X 238220 $15 Million X N/A X Department of Veterans Affairs All VISN1 VAMCs eligible to order (see Section D for list)

90C Department of Veterans Affairs Network Contracting Office 1 (NE) VAMC Manchester 718 Smyth Road, BST Suite 105 Manchester NH 03104

All Invoices from the Contractor shall be submitted electronically as per VAAR Clause 852.232-72 Electronic Submission of Payment Request http://www.fsc.va.gov/einvoice.asp 877-353-9791 See CONTINUATION Page This solicitation is a request for quote (RFQ) for plumbing and pipefitting services. The government intends to award a Basic Ordering Agreement (BOA) off which Task Orders can be issued to service the needs of VAMCs around New England.

This BOA would last for up to 5 years.

Contractor shall provide all necessary personnel, supervision, labor, equipment, materials and disposal necessary to provide the services per the Performance Work Statement (PWS) that follows.

Quoters should carefully follow instructions included in 52.

212-1 and for evaluation criteria specified in Section E.

Pricing should be identified in the Price/Cost Schedule.

Quotes shall be emailed to stephen.clements3@va.gov.

Quotes not compliant with the RFQ will not be considered.

Wage Determinations will apply on individual Task Orders.

See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C241 Stephen Clements Department of Veterans Affairs Network Contracting Office 1 (NE) VAMC Manchester 718 Smyth Road, BST Suite 105 Manchester NH 03104

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.

All Invoices from the Contractor shall be submitted electronically as per VAAR Clause 852.232-72 Electronic Submission of Payment Request http://www.fsc.va.gov/einvoice.asp ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PERFORMANCE WORK STATEMENT

General The Contracting Officer (CO) is contemplating the solicitation of a Basic Ordering Agreement (BOA) for Plumbing and Pipefitting inspection and repair services that could be used to issue individual TOs for service to every VA Medical Center (VAMC) in New England. The purpose of this solicitation is to invite interested vendors to provide quotes that could lead to a single-award VISN-Wide BOA or a multiple-award VISN-Wide BOA, in order to allow eligible VAMCs to meet future plumbing and pipefitting work requirements. The duration of the BOA will be 5 years from date of award.

The PWS details the basic requirements of the resulting BOA. There is no guarantee of work orders to be placed off the BOA. Work may be ordered off the BOA on a Task Order (TO) basis, generally of either a job or annual basis with defined work requirements. The contractor will be required to provide 24/7 response to pipefitting, water system, fire sprinkler system, steam system, medical and natural gas system piping problems. Successful vendors will provide all labor, transportation, materials, apparatus, tools, equipment and permits necessary for the work.

Additional, related work may be ordered by the CO, at his discretion. No work outside of that detailed in this work description performed will be paid by the VA without the express, prior written authorization of the Contracting Officer. No other government employee has authority to change the resulting contract’s terms or conditions or to commit funding. No funding is guaranteed by the award of a BOA.

The CO may appoint a Contracting Officer Representative (COR) to coordinate and supervise the work on behalf of the VAMC.

Tasks While each TO’s specified work may vary, the tasks that may be ordered using the resulting BOA are:

1. General plumbing work

2. General pipefitting work

3. Work incidental to the performance of requested plumbing or pipefitting work

4. Inspections of plumbing and piping systems

5. Install and repair high, medium and low-pressure steam systems.

6. Install, repair, and test fire sprinkler systems.

7. Install and repair hot/cold water systems.

8. Install and repair hot water boilers and the associated hot water distribution systems.

9. Install and repair sanitary and storm water sewer systems.

10. Install and repair sinks, toilets, faucets and the related domestic water system piping & valves.

11. Install and repair medical and natural gas systems.

12. Repair pipe and valve insulation that is damaged during the course of a project not ordered off this BOA.

13. Provide miscellaneous metal fabrication and repair projects.

14. Emergency response services.

15. Preventative maintenance services.

16. Other services related to the above tasks.

Work Report Requirements The contractor shall provide reports detailing the status of the serviced items, any deficiencies, and actions taken to correct identified deficiencies to the COR. The COR may also require the contractor to complete additional reports to meet facility standards, at no additional cost to the VAMC.

VAMC Work Conditions The technician’s service visit shall be scheduled in advance with the permission of the COR. Technicians who show up without prior permission may be turned away at the fault of the vendor.

When the technician arrives at the VAMC to perform the work, the technician shall check in with the COR and follow their directions in performing the work in accordance with VAMC standards.

The government retains the right to refuse entry to the VAMC to any personnel for any or no reason.

Work Hours Routine working hours are from 7:00 AM EST to 4:30 PM EST weekdays. This may vary by VAMC, and if so, will be specified in individual TOs. National holidays are excluded from routine working hours. Scheduling must be coordinated in advance with the COR of the ordering VAMC.

The vendor should expect to provide (at the longest) a 5-day response time to have a qualified technician at the requesting site and ready to work for routine hour work requests.

Emergency response capability must be available by the vendor. A 2-hour response time from when a COR initiates the call for service to having a qualified technician at the requesting site and ready to work for emergency requests.

Infection Control Contractor shall conform to the infection control measures as specified in individual TOs. Reasonable pricing adjustments that result from elevated infection control measure costs will be considered on the TO quote evaluations.

Security Requirements The contractor shall comply with all security regulations imposed by the ordering VAMC, as articulated by the COR and VA Police. Any necessary security clearances shall be obtained prior to commencement of work.

Transportation, Handling, and Storage The contractor shall coordinate with suppliers and shippers to ensure that incoming materials are properly identified with the contractor’s information. The contractor shall designate an authorized individual to be available to receive shipment. The VAMC warehouse facilities are not the shipping point and are not available for Contractor’s use, without the CO’s prior, written approval. On-site storage will have to be coordinated with the VAMC’s COR. The CO will not authorize payment for any issues or damages arising from the receipt of materials not properly handled in accordance with these terms.

Cleanup and Disposal of Debris and Fill Materials At the end of each workday, the contractor shall clean up the work and storage areas and stack all materials in a manner approved by the COR. Upon completion of a project, the contractor shall ensure that all dirt, trash, and debris resulting from the construction operations are removed from the work area. Unless directed otherwise in the TO, disposal of debris shall be made at the contractor’s expense and shall be delivered to a state-approved disposal site located off the VAMC grounds. Debris shall not be left in such a manner that wind or other weather conditions can cause the debris to be scattered outside the work area or inside the facilities via local foot traffic.

Quality Assurance The COR shall monitor contractor performance quality, and the COR’s feedback will inform the performance evaluations created by the CO. Key items the COR will watch for include, but are not limited to: response timeliness, technician preparation and readiness to perform the work, the quality of the work performed, professionalism of the technicians, and compliance with contract and facility requirements.

The COR shall inform the CO of any performance deficiencies. If the CO finds the complaint to be valid, he shall give the contractor an opportunity to correct the deficiency (at no additional cost to the VA). If correction is not made by the contractor, the CO may authorize payment of less than the invoiced amount for services rendered, and retains the right to exercise all other legal remedies.

The contract shall provide at least a 1 year manufacturer’s warranty on all parts and labor.

The VAMC will not pay for travel and shipping costs associated with any warranty repairs. Those costs shall be borne by the contractor.

Parts may be purchased and provided for use by the VA. Parts purchased by the VA and used by the contractor but is found to have latent deficiencies will be exempt from this warranty requirement.

Contractor Qualifications The contractor shall provide high quality technicians with adequate training to resolve all the inspection or repair issues encountered.

All technicians used by the contractor in contract performance must be licensed plumbers & pipefitters (as appropriate for the work) for the state(s) in which the work is to be performed.

The contractor must be licensed to install and repair fire sprinkler systems in the state(s) in which the work is to be performed.

The contractor must be qualified using the pro-press tool with ½” to 4” capabilities.

The contractor must be an A.S.M.E. certified welder.

The contractor must have a minimum of 5 years’ experience working in the hospital environment.

The contractor must have a proven ability to secure parts needed for these service tasks.

The contractor must have the ability to inspect the state of the water pipes at ordering VAMCs.

Ordering When an eligible VAMC has a work requirement, the CO will send to the successful vendor(s) a request for quote with the pertinent work requirements included. The vendor will then send the CO a quote based on the pricing details in the BOA. If acceptable to the CO, the CO will then issue a firm-fixed price TO to the vendor, who will have to sign it along with the CO to formalize the TO.

Individual TOs will be issued on an as-needed basis during the life of the BOA.

Contractor shall have the ability to accept credit card orders.

The services to be furnished under this contract will be ordered by issuance of TOs by the CO for eligible VAMCs. Any properly-warranted federal Contracting Officer in NCO1 is authorized to issue orders from the BOA for service within VISN1.

All TOs incorporate the terms and conditions of the BOA. The Government reserves the right to incorporate additional clauses and terms as appropriate into individual TO solicitations and awards.

Quote Requirements In order for quotes submitted for this solicitation to be considered responsive, they must address these elements:

Pricing Information Required As the BOA does not have set task details on which vendors can provide quotes, the resulting Task Orders will. In order to establish which quote presents the best value to the government, the price elements that will be used to produce Firm-Fixed Price Task Orders using the BOA shall be provided by quoting vendors. The price elements identified by the CO required are:

1. The contractor will provide a routine service hourly rate. This represents the normal business hour timeframes outlined above.

2. The contractor will provide an emergency service hourly rate. This represents both 24/7 emergency calls and outside normal business hours timeframe.

3. The contractor will provide the minimum number of hours charged for a service call.

4. The contractor will provide a mobilization fee for travel to and from VAMC for a service call not covered by warranty. The base cost shall be included in the Price/Cost Schedule. If the mobilization fee changes from VAMC to VAMC, please indicate the changes in Section D next to each eligible VAMC.

5. The contractor will provide their material cost mark-up % of materials that may be ordered to meet service needs over the cost of the material to the contractor.

The quoting contractor is free to provide additional pricing information or structures over and above the elements listed above and in the Price/Cost Schedule. The elements identified by the CO are required to be provided, and quotes with incomplete responses will be considered non-responsive.

Contractor Information Required

1. The vendor’s statement of which VAMC(s) they can service. Please indicate on the list in Section D at which VAMCs the vendor proposes to provide service.

2. In all quotes submitted, the quoting vendor shall identify if they will self-perform the contract requirements or if they will subcontract any part of it. If subcontracting, the quoting vendor shall identify the percentage (%) of proposed contract value the prime and the subcontractor(s) will account for, as well as what key tasks will be performed by which party. This will be closely monitored for compliance by the government, and the act of submitting a quote constitutes the granting of permission to the government to audit such activity. The CO retains the right to refuse the use of any subcontractor for any or no reason.

3. The vendor shall provide copies of licenses and certifications required as described in Contractor Qualifications above.

Quote Evaluation Considerations The evaluation of quotes received will be done using the Trade-Off method, using Technical Ability, Past Performance, Pricing, and VAMCs to be Serviced as the factors. Non-price factors are more important than Price. Price remains important, as only the quote representing the best value to the government will be used.

As Technical Ability is one of the Evaluation Factors being used in this Solicitation, the quoting vendor shall provide all details the vendor wishes to be considered in bolstering their claim to Technical Ability. A portion of the Technical Ability factor is how much of the contract value will be represented by the prime vs subcontractor’s contributions to performance.

As Past Performance is one of the Evaluation Factors being used in this Solicitation, the quoting vendor shall provide past performance references of related work to demonstrate their ability to successfully perform this service.

Broad discretion is provided to the quoter to present the best evidence of their qualities regarding these evaluation factors, and all evidence submitted will be fairly considered by the selecting authority. No level of qualifications will be assumed of any quoter by the selecting authority. In addition to submitting pricing information, past work references, customer satisfaction ratings, detailed plans for performance of work, evidence of industry certification and training, and other relevant information will strengthen the quote.

Should no quotes received represent the best value to the government, a new solicitation will be issued for broader competition. Quoting vendors should provide their best pricing in the initial quote package submitted.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Routine Hourly Labor Rate Contract Period: Base POP Begin: 04-01-2019 POP End: 03-31-2020

Emergency Hourly Labor Rate Contract Period: Base POP Begin: 04-01-2019 POP End: 03-31-2020

Minimum Hours Per Service Call

Mobilization Fee

Material Cost Mark-Up%

Routine Hourly Labor Rate Contract Period: Option 1 POP Begin: 04-01-2020 POP End: 03-31-2021

Emergency Hourly Labor Rate Contract Period: Option 1 POP Begin: 04-01-2020 POP End: 03-31-2021

Routine Hourly Labor Rate Contract Period: Option 2 POP Begin: 04-01-2021 POP End: 03-31-2022

Emergency Hourly Labor Rate Contract Period: Option 2 POP Begin: 04-01-2021 POP End: 03-31-2022

Routine Hourly Labor Rate Contract Period: Option 3 POP Begin: 04-01-2022 POP End: 03-31-2023

Emergency Hourly Labor Rate Contract Period: Option 3 POP Begin: 04-01-2022 POP End: 03-31-2023

Routine Hourly Labor Rate Contract Period: Option 4 POP Begin: 04-01-2023 POP End: 03-31-2024

Emergency Hourly Labor Rate Contract Period: Option 4 POP Begin: 04-01-2023 POP End: 03-31-2024

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

(End of Clause)

C.3 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from BOA start date through five years from BOA start date.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,500, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $200,000;

(2) Any order for a combination of items in excess of $400,000; or

(3) A series of orders from the same ordering office within 3 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 30 after BOA or Task Order expiration.

(End of Clause)

C.6 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 10 days.

(End of Clause)

C.7 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 10 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 10 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.8 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause) C.9 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on the Government installation. If the Contractor's failure to use reasonable care causes damage to any of this property, the Contractor shall replace or repair the damage at no expense to the Government as the Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price.

(End of Clause)

C.10 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.11 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses 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 service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.12 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-14 Limitations on Subcontracting.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause) C.13 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is…