36C24122Q1226_1.docx

36C24122Q1226

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

36C24122Q1226 09-15-2022 09-20-2022

5PM

EDT

36C241 Department of Veterans Affairs VA Boston Healthcare System Contracting Officer (90C) 940 Belmont Street Brockton

MA

02301 X X 541350 $8 Million N/A X 36C241 Department of Veterans Affairs VA Boston Healthcare System 940 Belmont Street Brockton

MA

02301 36C241 Department of Veterans Affairs VA Boston Healthcare System Contracting Officer (90C) 940 Belmont Street Brockton

MA

02301

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page The vendor shall complete all work in accordance with the Statement of Work.

Wage Determination 2015-4083 rev. 21, dated June 27, 2022, applies to this procurement and is attached.

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 Issa Shawki Department of Veterans Affairs VA Boston Healthcare System Contracting Officer (90C) 940 Belmont Street Brockton MA 02301

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

Page 1 of Page 1 of

Statement of Work Fire Door & Damper Inspection Services

1.0 GENERAL:

Provide professional services to include all management, labor, transportation, materials, apparatus, tools, equipment and permits necessary to inspect and inspect fire door and dampers. Please see attachment 0003 for life safety drawings.

2.0 ANNUAL FIRE DOOR INSPECTION SCOPE OF WORK

VA Providence Healthcare System (VAHCS) has approximately 295 fire doors requiring annual inspections and adjustments as needed to meet fire codes. Door locations are available on life safety drawings. Please see attachment 0001 for list of 295 fire doors.

Contractor shall provide the following door inspection services:

· Use commercially reasonable efforts to inspect, test, and adjust all fire/smoke doors at Providence VAHCS Building 1 in accordance with the latest editions of NFPA 70 and 80 requirements. All procedures in NFPA 80 sections 5.2.3 and 5.2.4 are to be conducted as a minimum except checking the doors for proper alarm-actuated operation is not required per NFPA 80 paragraph 5.2.4.3.

· The CONTRACTOR shall utilize a multi-part inspection and scoring checklist to grade the components of the fire rated assembly to inspect the door. The components that will be inspected include: (1) Frame, (2) Door, (3) Hinges/Pivots, (4) Door Bolts, (5) Locks, (6) Door Closers, (7) Fire Exit Hardware, (8) Door Operational Testing, and (9) Miscellaneous Items. A complete listing of the items to be inspected can be reviewed in Exhibit A.

· The CONTRACTOR will survey the facility to determine if the Doors are installed in fire rated walls/partitions. Doors installed in non-rated walls/partitions will be noted on the drawings provided to the CONTRACTOR by the VAHCS and in the final report.

· Report. On conclusion of the performance of the Inspection Services, the CONTRACTOR will provide VAHCS with a report which is intended as evidence of Door Inspection for submission to an applicable AHJ. The Report shall include:

· A summary of the Inspection Services. The summary will include number of doors per floor, types of rated door per floor, number of compliant and non-compliant per floor. The summary report will also list percentage results for reasons for non-compliance as well as non-compliance issues based on fire-rated assembly components.

· A listing of the location of each Door, such Door’s number, the Door’s handing, the Door’s fire rating, the door’s ranking system score, and whether such Door is compliant or non-compliant. If a Door is non-compliant, a detailed explanation of non-compliance shall be provided.

· Digital photographs will be provided only of non-compliant Doors where the CONTRACTOR deem it beneficial to provide pictures to better illustrate the Door’s deficiency.

· Upon completion of the inspection, the contractor can provide a detailed quotation for any repairs outside of this scope.

2.1 SCOPE OF SERVICES

All work will be warranted for one year.

All inspections and testing need to be documented indicating the location and serial number of the door, date of inspection, name of inspector and deficiencies. Documentation of any items in need of correction will include a color digital photograph in the “as-Left” condition of non-compliant doors. If a door is non-compliant, a detailed explanation of non-compliance shall be provided.

All services for this contract shall comply with Federal Regulations, and other specifications that may apply such as National Electric Code (NEC), NFPA 80, Chapter 5, NFPA 101, Joint Commission (JC), and VA Regulations.

The government shall provide utilities to include power, water, and sanitary sewer.

A detailed report documenting outstanding deficiencies shall be furnished within two weeks of inspections.

3.0 ANNUAL FIRE DAMPER INSPECTION SCOPE OF WORK:

After award, but prior to the start of any field work, the contractor shall contact the VA Project Manager to review proposed methods and plans for completion of work and to review infection control procedures, interim life safety procedures, above ceiling and wall penetration permits, hot work permits and the contractor’s site-specific safety plan. Field work shall not commence until these plans have been submitted, accepted and/or approved as detailed below. Please see attachment 0002 for list of 235 fire doors.

3.1 TASKS

· Test fire dampers and identify inoperable dampers. Hospital furnished data will be used as a guide for location. This consists of drawings and a detailed spreadsheet with 235 dampers listed linking each damper to a room number or corridor. A few new dampers are in newly renovated spaces and will require more research.

· Conduct Periodic Test and Maintenance described in NFPA 80 2019 edition including but not limited to:

· Remove and reset fusible links on dampers to verify that each damper fully closes, and, if necessary, replace any fusible link that is compromised.

· Lubricate all moving parts on each damper, as necessary.

· Clear each damper of any debris that would impede the damper’s normal operation.

· Each fire damper is identified with an identification tag for identification for location and inventory purposes. Replace any missing tags and ensure new dampers have tags.

· Attend a meeting with the Engineering Maintenance staff and provide a final report, including, but not limited to, identifying all special repair requirements.

· Work to be performed under this contract is limited only to inspection and testing of the fire dampers.

4.0 SUBMITTALS

4.1 Prior to commencing any work, the Contractor shall submit to and receive PVHCS approval for:

· Certifications of 10-hour OSHA training for all employees

· Material Safety Data Sheets (MSDS) for materials proposed

· Proposed method of labeling damper openings/ceilings vic dampers.

· Sample inspection damper and door inspection reports with pictures.

· Certification from the Contractor that demonstrates three or more years Fire/Smoke Door/Damper inspection experience

· Proposed method of relabeling any doors missing ID numbers.

· Sample inspection reports with Exhibit A capabilities and sample pictures.

· Certification from the Contractor/Installer that their inspectors have 5 or more years of fire damper inspection experience.

4.2 After award, but prior to the start of any work, the contractor shall meet with the Project Manager to review proposed methods and plans for completion of work including infection control procedures, interim life safety procedures, and requirements for above ceiling permits. Sample survey reports will be examined at this time. Survey or damper work may not commence until these plans have been approved. Dust containment systems must be employed as needed to meet Providence VAHCS infection control requirements.

4.3 Upon completion of work and before submitting invoice for final payment, provide to the VAHCS the following:

· Certification from the Contractor/Installer that the system specified meets all identified code and insurance requirements as required by the Government.

· Provide the VA with one (1) set of marked up drawings that indicate the location and identification tag designation of new fire dampers. Additionally Electronic copies of the floor plans will be provided to the successful contractor so that the new inventory information will be placed on AUOTCAD drawings. The contractor will provide electronic copies of the drawings to the VA for record purposes.

· Based upon the inspection and testing results, modify an existing inventory report using Microsoft EXCEL in accordance with VA requirements. Provide the VA with four hard (paper) copies of the inventory report along with two computer disks that each contains the inventory report spreadsheet file and the drawings discussed above.

5.0 CODE REQUIREMENTS

All inspection and testing shall be in accordance with NFPA 90A, Standard for the Installation of Air-Conditioning and Ventilating Systems and NFPA 80, 2022 edition, Standard for Fire Doors and Other Opening Protectives, chapter 19, and NFPA 72, National Fire Alarm and Signaling Code, and NFPA 105.

6.0 WARRANTIES

Workmanship and materials shall be warranted for one-year from the date of final acceptance.

7.0 PERIOD OF PERFORMANCE

The period of performance shall be one base year plus four option years. The options may not be exercised.

8.0 PLACE OF PERFORMANCE

The work site location is at the Providence VA Health Care System (VAHCS) in Providence, RI. Initial work will be at Building 1 at the Providence VAHCS, 830 Chalkstone Ave., Providence, RI 02908. Later, possible work will be performed in campus outer buildings or at New Bedford Community Outpatient Clinic (CBOC) or at the Howard Center located at 385 Niagara Street, Providence RI 02907.

The on-site post award conference prior to commencement of work can be held concurrent with work starting if the bidder properly submitted prior required documentation with the bid or at the conference as appropriate.

9.0 RESTRICTIONS:

All work shall be done between the hours of 7:00 AM and 12:00 midnight Monday through Friday, holidays excepted, unless other times are arranged in advance and approved in writing by the Project Manager. When the contractor’s work interferes with hospital functions, such as when work produces excessive noise, odors, dust, utility service interruptions, or other interferences with normal hospital operations that cannot be contained within the area of work, the contractor shall schedule said work at other than normal hours and as directed by the Project Manager. Work stoppages for various reasons are possible. Bidders shall assume 8 hours of work delays per inspection/repair cycle. No overtime is authorized.

Work shall commence upon receipt of a Notice to proceed from the government and the first inspection/repair sequence shall be completed within (30) days after receipt of Notice to Proceed. Subsequent repairs and documentation shall be completed and delivered within three months of delivery of inspection documentation.

10.0 PARKING:

Parking is rigidly controlled throughout the Medical Center. Parking in designated patient parking areas is strictly prohibited. Parking on grass is also prohibited. Parking for equipment necessary to perform the work will be authorized in advance of starting the project. Parking passes will be issued by the VA Police. Parking by contractors will be regulated in accordance with Providence VAHCS SOP 0001-07B entitled Registration and Parking of Privately-Owned Vehicles on Government Property.

11.0 STORAGE OF EQUIPMENT & MATERIALS:

The contractor shall arrange with the Project Manager for allocation of required workspace and for the storage of equipment and material to be used for this project. Storage space is very limited. There are no exclusive areas within the campus that can be given to the contractor for their storage needs. Additionally, no space will be made available for the placement of a contractor trailer for this project. The Contractor should schedule delivery of materials to limit the amount of storage space and time.

12.0 DEBRIS REMOVAL

The Contractor/Installer shall be required to remove waste materials and debris daily from the campus. All waste material and debris shall be removed off the site by the contractor and shall be disposed of in accordance with applicable State and Federal regulations.

13.0 SITE UTILITIES:

The Contractor/Installer should note this scope of work does not detail all existing structures, utilities, or components that may potentially interfere with the contract work required. The contractor shall note any obstruction, utility, or condition that may hinder or interfere with the execution of this contract and the contractor shall make provisions in their contract price to resolve such interferences and other conditions that may hinder the proper completion of the work. All proposed utility relocations, reallocations, and shutdowns shall be approved by the Project Manager prior to commencing such work. The contractor shall verify all existing utility installations and take appropriate action prior to working around any potential utility installation.

In the event a shutdown, restriction, or interruption of any utility services is required, a written request must be submitted (at least 15 calendar days in advance) and approved by the VA Project Manager. All utility shutdowns must be reviewed and approved by the VA.

14.0 INFECTION CONTROL:

All work shall be performed in accordance with the Specifications for Infection Control of the Providence VA Medical Center. For purposes of this project, the work shall be considered Class III and shall be accomplished using the controls indicated in the specifications and on the Infection Control Construction Permit attached. No work shall proceed until an Infection Control Construction Permit has been completed and signed and all protective measures required by the permit are in place.

15.0 PROJECT SAFETY:

Contractor shall comply with the Contractor Safety Manual of the Providence VAHCS, dated January 2009. The US Army Corps of Engineers Safety and Health Requirements Manual, EM 385-1-1, is incorporated by reference and the contractor shall comply with the requirements of this manual. In the event of a conflict between the requirements of EM 385-1-1 and the Providence VAHCS Contractor Safety Manual, the more stringent requirements shall apply.

All employees of the contractor perform any activity or serve any function on the project site shall have completed the 10-hour OSHA Construction Safety course and other relevant competency training. Contractor shall submit training records of all such employees for approval before the start of work.

The contractor shall identify in writing to the government’s Contracting Officer and Project Manager/Engineer a “Competent Person” as defined by 29 CFR 1926 (OSHA Construction Industry regulations). The designated competent person shall be on the project site whenever the general contractor or its subcontractors are present on the project site.

All employees of the general contractor and its subcontractors are required to attend a 1-hour VA safety briefing before the employee commences any work activities on VA property.

16.0 INTERIM LIFE SAFETY PROTECTION MEASURES:

Contractor shall participate with the VA in the preparation of an interim life safety measures and fire protection Plan that will be implemented during completion of this project. At a minimum, contractor shall comply with the following requirements of an interim life safety measures and fire protection plan:

· Ensure exits provide free and unobstructed egress for all building occupants. If required by contractor’s operations, establish and mark alternate means of egress for all building occupants.

· Contractor shall maintain escape facilities from the work area for their workers at all times. Means of egress in these areas will be inspected daily.

· Ensure free and unobstructed access to all areas of the project site for emergency services and for emergency forces.

· Ensure that means of egress and existing fire alarm, detection, and suppression systems are not impaired by contractor’s operations.

· Provide written procedures and guidelines for personnel and post in the immediate areas of work detailing what to do and who to call in the event of fire or emergency.

17.0 PREVENTION OF FALSE FIRE ALARMS:

Contractor shall comply with the requirements to prevent false fire alarms as provided in INTERIM LIFE SAFETY MEASURES SOP 0001-EC-1. Contractor shall provide a fire watch when impairment of the fire alarm system exceeds 4 hours in a 24 hour period.

Sprinkler systems will not be shut down except for portions of the sprinkler system under renovation, modification or correction, or for new connections to the sprinkler system. Sprinkler systems will not be shut down to avoid accidental discharge of the sprinkler system caused by unintentional damage to the sprinkler system from the work activity. Provide metal head guards at each sprinkler head within the limits of work.

18.0 MATERIAL & WORKMANSHIP QUALITY:

All materials and workmanship shall comply with all codes, standards, and recommendations of all Authorities Having Jurisdiction (AHJ). All work shall be done in a first class manner according to the best trade practices and to the satisfaction of the Project Manager.

19.0 SECURITY:

All contractor personnel shall obtain a short-term identification badge issued by the Project Manager. Such badge shall be worn by the individual and prominently displayed at all times while on VA property. No employee of the contractor shall enter the project site without a valid identification badge issued by the VA. In order to obtain a short-term identification badge, contractor personnel shall present to the Project Manager a valid (non-expired) photo identification issued by a US federal, state or local government agency.

All contractor personnel are subject to inspection of personal effects when entering or leaving the project site.

20.0 UTILITY SERVICES

Utilities Services: Maintain existing utility services for Medical Center at all times. Provide temporary facilities, labor, materials, equipment, connections, and utilities to assure uninterrupted services. Where necessary to cut existing water, steam, gases, sewer or air pipes, or conduits, wires, cables, etc. of utility services or of fire protection systems and communications systems (including telephone), they shall be cut and capped at suitable places where shown; or, in absence of such indication, where directed by the Project Manager.

· No utility service such as water, gas, steam, sewers or electricity, or fire protection systems and communications systems may be interrupted without prior approval of the Medical Center. Electrical work shall be accomplished with all affected circuits or equipment de-energized. When an electrical outage cannot be accomplished, work on any energized circuits or equipment shall not commence without the Medical Center Director’s prior knowledge and written approval.

· Contractor shall submit a request to interrupt any such services to the Medical Center Project Manager, in writing, a minimum of 15 calendar days in advance of proposed interruption. A minimum of 15 calendar days is required by Medical Center staff to assess interruption impacts and to prepare mitigation measures; therefore, the requirement to make utility interruption requests a minimum of 15 calendar days in advance of the planned interruption will not be waived. Request shall state specific details of the interruption to include identification of the utility system and device to be interrupted, its location, reason, date, exact time of, and approximate duration of such interruption.

· Contractor will be advised (in writing) of approval of request, or of which other date and/or time that such interruption will cause least inconvenience to activities of Medical Center. Interruption time approved by Medical Center will occur at other than Contractor's normal working hours unless the VA determines that the interruption is of a minor nature and will not cause inconvenience to hospital activities.

· If the Medical Center determines that the requested interruption is of a minor nature and will not cause inconvenience to hospital activities, the Medical Center may allow the interruption to proceed in less than 15 calendar days after receipt of the contractor’s request for interruption.

· Contractor shall not manipulate any utility device that will interrupt any utility service. Medical Center staff will operate utility devices to initiate and to terminate an approved utility service interruption. Contractor shall comply with lock out/tag out procedures.

· In case of a contract work emergency, service will be interrupted on approval of Project Manager. Such approval will be confirmed in writing as soon as practicable.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

The vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Base POP Begin:

POP End:

PRINCIPAL NAICS CODE: 541350 - Building Inspection Services PRODUCT/SERVICE CODE: H312 - Inspection - Fire Control Equipment

The vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Option 1 POP Begin:

POP End:

The vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Option 2 POP Begin:

POP End:

The vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Option 3 POP Begin:

POP End:

The vendor shall complete all work in accordance with the Statement of Work.

Contract Period: Option 4 POP Begin:

POP End:

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.252-2 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 52.217-9 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 days before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-11 VA Notice of Total Veteran-Owned Small Business Set-Aside.

(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.6 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (SEP 2021) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(k)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [X] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service as set forth in 13 CFR 125.6.

(ii) [] General construction. In the case of a contract for general construction, the contractor will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 85% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(iii) [] Special trade construction…