36C24520Q0147-007.docx

36C24520Q0147

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

512-20-1-641-0031 36C24520Q0147 01-03-2020 Bradley Davis 304-263-0811 x4971 01-20-2020 9:00 am 90C Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg WV 25405 X X Y 541990 $16.5 Million N/A X 90C Department of Veterans Affairs

VAMC (512) FMS

C/O

TIMOTHY.TOLBERT@VA.GOV

5th Street and Service Dr. WHSE Bld. 11 Perry Point MD 21902 90C Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg WV 25405

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp

See CONTINUATION Page

THIS REPLACES SOLICITATION 36C24520Q0032 POSTED ON 11/12/19.

This will now be a Service-Disabled Veter a n Owned Small Business Set Aside.

This will be a Firm Fixed Contract to provide all water treatment chemicals and technical support for Perry Point Boilers, Chillers, and Water filtration plant.

Period of Performance Base February 1, 2020 to January 31, 2021 Option Yr. 1 February 1, 2021 to January 31, 2022 Option Yr. 2 February 1, 2022 to January 31, 2023 Option Yr. 3 February 1, 2023 to January 31, 2024 Option Yr. 4 February 1, 2024 to January 31, 2025 Submit all quotes to Bradley.Davis3@va.gov

By

1/20/20 @ 9:00 AM

Award made to the Lowest Price Technically Acceptable See CONTINUATION Page X X X Bradley Davis

VA-VHA-RPOE-2019-0D99C3F8

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 36C245 Bradley Davis Department of Veterans Affairs

VAMC (613)

VISN 5 Contract Satellite Office 510 Butler Avenue, Building 306A Martinsburg WV 25405

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.

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically 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 PRICE/COST SCHEDULE

PROVIDE CHEMICALS AND TECHNICAL SUPPORT FOR BOILERS, CHILLERS, COOLING TOWERS AND WATER FILTRATION PLANT. NACIS CODE 541990 PSC J046 Contract Period: Base POP Begin: 02-01-2020 POP End: 01-31-2021

PROVIDE CHEMICALS AND TECHNICAL SUPPORT FOR BOILERS, CHILLERS, COOLING TOWERS AND WATER FILTRATION PLANT. NACIS CODE 541990 PSC J046 Contract Period: Option 1 POP Begin: 02-01-2021 POP End: 01-31-2022

PROVIDE CHEMICALS AND TECHNICAL SUPPORT FOR BOILERS, CHILLERS, COOLING TOWERS AND WATER FILTRATION PLANT. NACIS CODE 541990 PSC J046 Contract Period: Option 2 POP Begin: 02-01-2022 POP End: 01-31-2023

PROVIDE CHEMICALS AND TECHNICAL SUPPORT FOR BOILERS, CHILLERS, COOLING TOWERS AND WATER FILTRATION PLANT. NACIS CODE 541990 PSC J046 Contract Period: Option 3 POP Begin: 02-01-2023 POP End: 01-31-2024

PROVIDE CHEMICALS AND TECHNICAL SUPPORT FOR BOILERS, CHILLERS, COOLING TOWERS AND WATER FILTRATION PLANT. NACIS CODE 541990 PSC J046 Contract Period: Option 4 POP Begin: 02-01-2024 POP End: 01-31-2025

B.3 STATEMENT OF WORK

Chemical Water Treatment

Vendor will provide services and products which are approved for this specific application. This is a need based service, varied price maintenance, repair and technical support agreement For the boiler plant, Vendor will provide a 100% catalyzed sodium sulfite oxygen scavenger to remove dissolved oxygen from the feed water and boiler water which leads to pitting of system metallurgy. Vendor will also provide advanced polymer treatment, a 100 % active Chelant treatment and 100% active sodium hydroxide alkalinity treatment to help prevent deposition of minerals on the boiler heat transfer surfaces. Vendor will provide a Triple blend of neutralizing amines to neutralize the carbonic acid that naturally forms when steam condenses to a liquid. This is required to protect return line metallurgy from corrosion and premature failure.

The vendor will also provide QuadraSperse advanced polymer treatment or approved equal for the condenser water systems to protect the condenser water systems from corrosion and scaling. Vendor will provide an oxidizing biocide stabilized liquid bromine and a non-oxidizing biocide to control and protect the systems from microbiological organisms in accordance with ASHRAE, OSHA, CDC, and COOLING TECHNOLOGY INSTITUTE standards for Legionella Risk Minimization. They will provide a minimum of once per month testing of all operating systems, including microbiological culturing of cooling tower systems. The contractor shall also provide a minimum of two legionella samples per year on all operating cooling tower systems.

General The Contractor shall provide the chemicals, consulting services, and the handling of all chemicals (except testing reagents) as required to control corrosion, microbiological growth, scale, algae, and slime in all heat transfer equipment and the associated systems. These systems include the potable water, boiler water, and the open loop condenser water systems.

All chemicals supplied by the contractor shall be specifically formulated for the system in which they are being used according to the recommendations of a qualified chemist or laboratory.

All chemicals, with the exception of solid products, shall be delivered using an ISO-9000 certified BULK delivery system using bulk storage tanks and containment basins.

The chemicals specified shall conform to all existing local, state and federal regulations regarding water pollution, and have appropriate EPA registration and FDA approval where applicable.

The contractor shall also warrant that the chemicals used in the water treatment program shall have no detrimental effect on any surfaces of the systems being treated and will bear the costs of any repairs made necessary by their use.

The Contractor shall provide the chemicals, consulting services, and the handling of all chemicals (except testing reagents) as required to control corrosion, microbiological growth, scale, algae, and slime in all heat transfer equipment and the associated systems. These systems include the potable water, boiler water, and the open loop condenser water systems.

All chemicals supplied by the contractor shall be specifically formulated for the system in which they are being used according to the recommendations of a qualified chemist or laboratory.

All chemicals, with the exception of solid products, shall be delivered using an ISO-9000 certified BULK delivery system using bulk storage tanks and containment basins.

The chemicals specified shall conform to all existing local, state and federal regulations regarding water pollution, and have appropriate EPA registration and FDA approval where applicable.

The contractor shall also warrant that the chemicals used in the water treatment program shall have no detrimental effect on any surfaces of the systems being treated and will bear the costs of any repairs made necessary by their use. To insure quality control, the contract company shall be ISO-9000 certified.

Contractor Qualifications

The contractor shall provide evidence of experience in providing cooling water, boiler water, closed system, and condensate system treatment services of the types and to the extent as outlined in these specifications. Due to the extensive capital costs involved with our equipment, an experienced water treatment company is required. The Contractor shall provide evidence of successfully conducting such operations for a period of not less than fifteen (15) years.

The contractor shall own and operate laboratory facilities capable of performing a complete range of analytical work to assist with the monitoring, control, and troubleshooting of the facilities water systems. The successful vendor shall have a completely staffed laboratory that has at least two Ph.D’s in chemistry or related sciences. The vendor shall provide the name of the Ph.D.-level laboratory personnel, including educational background.

All field personnel for the contractor servicing our facility must have a college or university degree in a technical discipline and have at least 10 years of water treatment experience. Contractor shall have at least two backup personnel who also have these qualifications.

Due to the fact that the facility will rely on the contractor for his/her troubleshooting expertise and problem solving capabilities, the Service Engineer from the contract company must be a licensed engineering professional.

The Contractor laboratory facility shall be equipped to run the following: water analyses, deposit analyses, corrosion coupon analyses, microbiological analyses, ion exchange resin analyses, and metallurgical analyses.

Contractors primary service representative for this account shall have the following OSHA 30 Hour Safety Training and OSHA approved HAZWOPER 40 Hour Training Certifications. Proof of certifications shall be submitted with bid package.

Technical Support

The vendor shall have a fully staffed technical support group, including a licensed professional engineer. These personnel shall be available for consultation during normal business hours of the facility. The vendor shall submit a list of at least three (3) members of this support group, including their qualifications, phone numbers and normal working hours.

Microbiological Testing

The facility is concerned with bacterial control in water systems and the potential growth of Legionnaire’s Disease Bacteria (LDB). The vendor shall provide laboratory data concerning biocidal efficacy in controlling LDB growth.

The vendor shall provide chemicals to comply with the COOLING TECHNOLOGY INSTITUTE (CTI) “Legionellosis Guideline: Best Practices for Control of Legionella”.

Contractor shall assist facility in development of a HACCP plan in Accordance with ASHRAE Standard 188P

Insurance Requirements

The vendor shall supply a certificate of insurance indicating the types and amounts of insurance provided. The contractor shall assume the entire responsibility for and shall indemnify and save harmless the V.A. of and from any and all liability for injury to person, death or property damage resulting from or in any way related to the performance of the work under contract.

The contractor shall also carry Comprehensive General Liability Insurance as respects bodily injuries or death in the amount of $2,000,000, property damage in the amount of $100,000 and Comprehensive Automobile Liability Insurance including all owned, and hired vehicles, with a $1,000,000 combined single limit, unless otherwise required, and shall furnish to the V.A. a certificate thereof containing such indemnification.

Field Service Capabilities

The vendor will have the capability of conducting the following on-site field tests:

*Microbiological studies *Corrosion studies using corrosion coupons *Fiber-optic equipment inspections *Steam purity studies *Elution studies *Test heat exchanger studies *Dissolved oxygen studies *Spectrophotometric testing

In-House Regulatory Affairs In order to assure that all water treatment programs comply with local, state, and federal laws on environmental protection, the vendor shall have an in-house regulatory affairs group. The vendor shall provide the name and phone number of the supervisor of this group as well as documentation as to this group’s capabilities.

Equipment Repair and Replacement

All pumps, controllers, water meters, piping, controls, solenoid valves, timers, and interlocks required to meet these specifications and not presently installed, shall be furnished and installed by the V.A..

If the COR and the contractor agree that a conductivity controller, component or pump is irreparable, the COR shall have a purchase order issued to the contractor for a replacement. The treatment contractor shall recommend new controllers and pumps. The water treatment contractor shall coordinate replacement of special application equipment.

Replacement of defective auxiliary equipment such as water meters, solenoid valves, motorized valves, timers and interlocks, shall be directed by the COR. The V.A. shall bear the cost of the equipment and installation if not installed in house.

Chemical Identification, Handling and Storage

The contractor shall post complete and updated Material Safety Data Sheets (MSDS) that meet OSHA hazardous communications standards adjacent to each chemical feed station. A second set shall be provided to the COR.

The vendor must supply a 24 hour, 7 day per week emergency response group who can be called for emergency information regarding chemical spills and/or accidents involving his products. The vendor shall submit the emergency phone number and a sample of documentation outlining instructions for reporting accidents and chemical spills.

Training

The vendor shall provide operator training that includes chemical testing, reporting, and understanding the chemical program’s test results. Training Program to include reference manuals and audiovisual training of at least 4 hours of cooling operator training.

Testing Requirements

The contractor shall draw samples from each system as necessary, but not less than once monthly, and shall test for:

System Control Range Condenser Water Systems

guidelines.

(bulk water) Boiler Water Systems Softener

Dealkalizer

Feedwater

Boilers

Condensate

While on site, the contractor shall review the building’s daily water treatment logs with the engineers.

The contractor shall furnish a monthly report, to be completed on site that shall contain the following information:

Contractor tests results

Results of inspection of water treatment equipment to insure proper operation.

Results of inspection of cooling tower for leakage and overflow Results of cooling tower bleed solenoid for proper operation, record makeup and blow down water meter readings

Notation that the engineer is or is not keeping an in-house test log and biocide test strip record and recommended corrective action for any deficiencies determined from the engineer’s test log and discussions with the engineer.

Note and recommend any corrective action for any deficiencies determined by the contractor’s test.

Notation of any changes made to the controllers or pumps Previous and present closed system and boiler make-up water meter readings.

Water balance information to show systems are not scaling.

One copy of the report is to be emailed and duplicate copies are to be submitted to management personnel.

Equipment Settings and Adjustments

The contractor shall perform or supervise all adjustments to conductivity controllers, timers, and pumps.

Independent Testing

On a random basis, at the V.A.’s discretion, the V.A. may require the contractor to draw a duplicate sample from each system and leave it at the property to be sent for analysis by an independent laboratory. The V.A. shall bear the cost of the independent test.

The following information must be supplied with each sample requested by the V.A.:

Complete address and building system identification Name of person to contact for information about the sample Identification of the chemical treatment used including company name and chemical treatment identifications.

Contractor Response

The contractor shall arrive on site for all emergency calls within four (4) hours from notification.

Corrosion Coupons

The contractor shall run corrosion coupon tests on the open recirculating systems for mild steel and copper, continuously on 60-90 day intervals. The contractor shall furnish a written report documenting corrosion rates in mils/year on 60-90 day intervals. Corrosion rates shall be maintained below 1.0 mils/year for mild steel (average corrosion) and below 0.1 mils per year for copper coupons (average corrosion).

Failure to maintain specified corrosion levels can result in the termination of contract for cause.

Complete Water Analyses The contractor shall perform a complete water analysis on all systems quarterly. These samples should be sent to the contractor’s laboratory for the analysis.

Project list

In order to provide this location with optimum efficiency and effectiveness from the water treatment program, the contractor will establish a project list for each system treated. The project list contains special items that are to be accomplished by plant personnel, the contractor, or both. Items on the list are mutually agreed upon as being important / necessary. Each project on the list is given a priority, estimated starting and completion dates. The project list is reviewed and updated during regular review meetings.

Treatment Chemicals

Cooling Tower Treatment The cooling tower shall be treated with a liquid scale and corrosion inhibitor, containing QuadraSperse polymeric dispersants or approved equal; yellow metal corrosion inhibitors, mild steel corrosion inhibitors, and scale inhibitors. The products must effectively control corrosion and scale of ferrous metals, copper, bronze, brass and galvanized. For water conservation purposes, tower cycles must be maintained at 4-6 cycles of concentration at a pH of 9.0 max. The V.A. doesn’t want pH control using acid or related compounds.

Program must keep corrosion rates below 1 mil per year for mild steel (average corrosion) and below 0.1 mils per year for copper (average corrosion). Program must keep heat transfer surfaces free of mineral scale or other deposits. If mineral scale or other deposits are found, the contractor shall chemically and mechanically clean the equipment using his own manpower at his own cost.

Biocides

All biocides must be registered with the US Environmental Protection Agency.

The contractor shall provide a stabilized solid oxidizing biocide as the primary biocide. The contractor shall add the oxidizing biocide or alternative product in accordance with label instructions or manufacturer’s guidelines, and sufficient to maintain the desired free halogen residual.

The contractor shall also provide a non-oxidizing biocide that has proven effective in the control of aerobic slime forming bacteria, algae, fungi, yeasts and molds and other organisms. The non-oxidizing biocide shall be either 1.5% Isothiazolin or 50% Gluteraldehyde.

The contractor shall provide necessary potable water treatment that must be NSF approved and recognized and approved by MDE for use in potable water treatment facilities. The potable water polymer treatment shall also be delivered via bulk tanker trucks.

Operating Data

Steam production-=156,510,000 pounds per year 2011 Condensate Return-0% for calculation purposes Gallons per year makeup 14-18 million gallons per year Domestic Water Production =approx.. 140 million gallons per year Assume Feedwater dissolved oxygen content is 2 ppm Natural gas use for boilers is 169,798,000 CCF per year in 2011 Boiler Pressure is 100psi 2/month service required and as needed 36C24520Q0147 2 legionella tests per year on all tower systems Page 1 of Page 1 of

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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

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

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

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

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

(End of Clause)

C.4 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.5 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

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

(1) Means a small business concern:

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

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

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

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

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

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

(b) General.

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

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

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

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

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(2) Supplies or products.

(i) In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(ii) In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted.

(3) General construction. In the case of a contract for general construction, it will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(4) Special trade contractors. In the case of a contract for special trade contractors, it will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(5) Subcontracting. Any work that a VIP-listed SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, cost of materials is excluded and not considered to be subcontracted. For mixed contracts and additional limitations, refer to 13 CFR 125.6.

(e) Joint ventures. A joint venture may be considered an SDVOSB if the joint venture is listed in VIP and complies with the requirements in 13 CFR 125.18(b), provided that any reference therein to service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to mean a VIP-listed SDVOSB. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(f) Precedence. For any inconsistencies between the requirements of the SBA program for service-disabled veteran-owned small business concerns and the VA Veterans First Contracting Program, as defined in VAAR subpart 819.70 and this clause, the VA Veterans First Contracting Program requirements have precedence.

(End of Clause) C.6 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled 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…