36C24822Q0510.docx

36C24822Q0510

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. 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

672-22-1-512-0010 36C24822Q0510 02-28-2022 Israel Rodriguez 787-641-7582 ext. 34973 03-15-2022 9:00 am

EDT

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) VA Caribbean HCS (Admin Bldg) #10 Calle Casia Suite #4M440 San Juan

PR

00921-3201 X X 541330 $16.5 Million N/A X See Delivery Schedule

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) VA Caribbean HCS (Admin Bldg) #10 Calle Casia Suite #4M440 San Juan

PR

00921-3201

Financial Services Center P.O. Box 149971 Austin

TX

78714-9971 See CONTINUATION Page See Section A.2 Price Cost Schedule.

See CONTINUATION Page X X

A.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide inspection and certification of all schedule pressure vessels located within the Veterans Affairs Medical Center in San Juan, Puerto Rico and Ponce Outpatient Clinic (POPC). Reference Enclosure A: Pressure Vessel List.

Contract Period: Base POP Begin: 03-25-2022 POP End: 03-24-2023 PRINCIPAL NAICS CODE: 541330 - Engineering Services PRODUCT/SERVICE CODE: H345 - Inspection - Plumbing, Heating, and Waste Disposal Equipment

Provide inspection and certification of all schedule pressure vessels located within the Veterans Affairs Medical Center in San Juan, Puerto Rico and Ponce Outpatient Clinic (POPC). Reference Enclosure A: Pressure Vessel List.

Contract Period: Option 1 POP Begin: 03-25-2023 POP End: 03-24-2024

Provide inspection and certification of all schedule pressure vessels located within the Veterans Affairs Medical Center in San Juan, Puerto Rico and Ponce Outpatient Clinic (POPC). Reference Enclosure A: Pressure Vessel List.

Contract Period: Option 2 POP Begin: 03-25-2024 POP End: 03-24-2025

PRODUCT/SERVICE CODE: H343 - Inspection - Pumps and Compressors

Provide inspection and certification of all schedule pressure vessels located within the Veterans Affairs Medical Center in San Juan, Puerto Rico and Ponce Outpatient Clinic (POPC). Reference Enclosure A: Pressure Vessel List.

Contract Period: Option 3 POP Begin: 03-25-2025 POP End: 03-24-2026

Provide inspection and certification of all schedule pressure vessels located within the Veterans Affairs Medical Center in San Juan, Puerto Rico and Ponce Outpatient Clinic (POPC). Reference Enclosure A: Pressure Vessel List.

Contract Period: Option 4 POP Begin: 03-25-2026 POP End: 03-24-2027

Government option to extend services after Base or any Option period of contract in accordance with FAR 52.217-8 Option to Extend Services (NOV 1999), Not Separately Priced (NSP), to provide inspect and certification of all schedule pressure vessels located within the VA Caribbean Healthcare System (VHACHS) Medical Center in San Juan, Puerto Rico and Ponce Outpatient Clinic (POPC) in Ponce, Pureto Rico. Schedule equipment is in reference to Enclosure A: Pressure Vessel List.

Contract Period: Option 5 POP Begin:

POP End:

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 36C248

Network Contracting Office 8 (NCO 8) VA Caribbean HCS (Admin Bldg) #10 Calle Casia Suite #4M440 San Juan PR 00921-3201

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs Financial Services Center

P.O. Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 SCOPE OF WORK

I. INTRODUCTION:

This service contract is to provide labor, and equipment to inspect and certify all pressure vessels located within the Veterans Affairs Medical Center in San Juan, Puerto Rico and Ponce Outpatient Clinic (POPC).

II. PERIOD OF PERFORMANCE:

The period of performance for this service contract is one (1) base year from the date of issuance, plus four (4) option years.

III. SCOPE OF WORK:

A. The Contractor shall provide all labor, equipment, supervision, and travel necessary to accomplish the services described:

· Inspection for all pressure vessels located at San Juan VACHS and Ponce Outpatient Clinic (POPC). Refer to Enclosure A: Pressure Vessel List

B. Inspection shall be done following federal, state/territory regulations and standards, such as:

· Puerto Rico Ocupacional Safety and Health Administration (PROSHA) – “Reglamento para Calderas y Recipientes a Presión – Reglamento Numero 17 de la Secretaria Auxiliar de Seguridad y Salud en el Trabajo”.

C. At the Veterans Affairs Medical Center there has been located 100 pressure vessels and 04 pressure vessels at POPC. See full equipment list in Enclosure A: Pressure Vessel List.

D. Inspections schedule will be prepared and coordinated by contractor with Program Manager Point of Contact (PMPOC) or designated Government official. Site visits protocol shall be established with PMPC during the initial meeting of contract and adjusted as required thereafter.

E. Coordination of schedule visits will be established prior to visits, at list five to seven (5 to 7) calendar days. A contractor representative shall be available to discuss changes of schedule by Government Official.

F. Provide a final hard copy written report of all visits. The report shall include findings with supporting documents, inventory, repairs and recommendations; and electronic copy to the COR. Two similar official binder must be prepared and maintain by contractor. One to be at a designated location under the custody of PMPC’s office. Another shall be kept by Contractor and available for review and evaluation upon request by Government Officials.

G. Each annual inspection must be done through a checklist that will be previously approved by the PMPC. The checklist shall be updated as necessary with update information and as requested by PMPC.

H. Once each inspection is done the Contractor must fill out the electronic checklist, print a hard copy and file it in the corresponding binder located at the PMPC’s office. Each electronic copy must be signed and sealed by a Licensed Professional Mechanical Engineer.

I. Work could be requested to be done on night shifts, after hours, weekends or holidays.

J. If any pressure vessel inspection fails, a report shall be submitted to the Veterans Affairs Representative within a 72-hour period.

K. Contractor shall consider to re-inspect 15% (15 vessel units) at no additional cost of pressure vessels if initial inspection is not passed. Above that 15%, it shall be covered under modification to contract after negotiations are completed.

L. The list of schedule equipment listed in Enclosure A, may change during contract period. Such changes will be processed via bilateral modification to contract. Changes may include, addition/deletion of vessels, equipment information and others significant and relevant information.

M. Contractor shall submit vessel certification within three working days after inspection to the Veterans Affairs Representative. Certifications must comply with Federal and local codes requirement (PROSHA).

IV. GENERAL:

A. Contractor will provide personnel reliable with the experience and qualification established for the service of equipment listed in this procurement. Maintain accurate and update record of personnel qualification through the contract duration. Submit information and qualification of new personnel for review and approval prior to start work performance. The hospital facilities will not provide any administrative accommodation for the performance of the duties. A service point of contact or personnel supervisor will be identified to be responsible for all work and personnel assigned to work under contract.

B. Provide, at the minimum, one certifying official meeting the licenses and certification established in this procurement and Puerto Rico Occupation Safety and Health Administration (PROSHA). These individuals shall be responsible for all official documentation and record keeping of the same.

C. Contractor shall assure that its employees have received safety equipment training, medical surveillance programs, individual health protection measures, and manufacturer’s product and material safety data sheets as required for the work by the U.S. Occupation Safety and Health Administration (OSHA). Contractor should comply with applicable safety codes and standards established by the regulatory industry standards.

D. Contractor shall be equipped with test instruments and tools required to perform all work.

E. All travel costs associated with the performance of this contract are the responsibility of the Contractor provided at no additional cost to the Government as part of this contract. Travel costs are defined as but are not limited to time and vehicle costs for personnel in travel to and from job site for all duties outlines in this specification, normal shipping charges on any parts or materials covered by this contract, costs associated with the normal shipping of part or equipment out for repair that are covered under this contract, etc.

F. The Government will not be responsible for incidental charges including, but not limited to, parking, tolls, mileage, phone, etc., on establish working hours or overtime work.

G. Holidays. In accordance with 5 U.S.C. 6103, Executive Order 11582 and Public Law 94-97 the following national holidays are observed and for the purpose of this contract is defined as "Legal Federal official holidays" as follow:

1. New Year's Day January 1

2. Martin Luther King Third Monday of January

3. President's Day Third Monday in February

4. Good Friday April 15

5. Memorial Day Last Monday of May

6. Juneteenth Emancipation Day Third Sunday of June

7. Independence Day July 4

8. Labor Day First Monday of September

9. Columbus Day Second Monday of October

10. Veteran's Day November 11

11. Thanksgiving Day Fourth Thursday in November

12. Christmas Day December 25

V. GENERAL SYSTEM PRECAUTIONS AND SECURITY REQUIREMENTS:

A. Containment: During work, precautions must be taken to ensure the patient and employees safety.

B. Measures shall be taken to control odors and/or mist vapors during the process.

C. All contract personnel must report to the designated Government Official established during the initial meeting for all visits. The alternate report will be to Police Service prior to initiating a site visit. Representative will keep the individual identification visible throughout the entire period while providing the service unless safety issues will prevent the same.

D. The Certification and Accreditation (C&A) requirement do not apply, and a Security Accreditation Package is not required.

VI. HEALTH AND SAFETY:

A. The contractor shall comply with all applicable federal, state and local requirements for protecting the safety of the contractor's employees, building occupants and the environment. All applicable standards of the OSHA shall be followed when working in accordance with this project.

B. Occupants Safety: No process or materials shall be employed in such a manner that they will introduce additional hazards into occupied space.

C. The Contractor shall adhere to all OSHA, EPA, NFPA Life Safety Codes, and all other regulatory requirements.

D. In performance of this contract, the Contractor shall follow VAMC safety policy and standard for safe work practices and take such safety precautions as the Safety Officer or designee may determine to be reasonably necessary to protect the lives and health of occupants of the building. The Contractor shall comply with VAMC smoking policy, which designates entire facility as non-smoking areas.

E. Patient, employee, visitors, and contractor personnel safety shall always be maintained. The contractor is responsible for the occupation safety and health of his/her employees. Contractor shall comply with all applicable OSHA safety and health standards.

F. Contractor shall submit to the PMPC, prior to the start of the contract, the Material Safety Data Sheets (MSDS) for all potentially hazardous materials (lubricants, cleaners, working fluids, etc.) to be used in the facility in performance of the contract, and will not use, in the facility, such materials which have not been so cleared in advance with the VAMC. MSDS for new chemicals shall be furnished concurrently with arrival of the chemical on site. The Contractor shall maintain a copy of all MSDS at the chemical storage site in a location accessible to VAMC personnel to assure compliance with all laws and requirements regarding the "Right to Know" law.

G. The Contractor is responsible to identify, provide and maintain all personal protective equipment required to perform the duties outlined in the contract. In addition, the contractor is responsible for identifying and providing all applicable safety programs (i.e. lockout/tag out, confined space entry, universal precautions, etc.) required to perform the work. Training on required safety programs and the proper use of PPE's shall be provided, and documentation maintained by the contractor.

H. If the Government notifies the Contractor of any non-compliance with the pervious provisions; the contractor shall, after receipt of such notice, immediately correct the condition and notify the PMPC and Contracting Officer (CO) in writing that the condition has been corrected. If the opinion of the Safety Officer or designee the condition is life threatening he/she shall instruct the contractor to stop work until the condition has been corrected. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue and order halting of all or any part of the work, and Contractor may be held in default. The Contractor bears all costs of stop work time and correcting safety hazards.

I. The contractor shall provide within ten (10) working days after receipt of this contract a detailed listing of the following information:

1. Safety program/procedures are required to be followed by the contractor's personnel in the performance of their duties and when such procedures are required.

2. Listing of personal protective equipment(s) required to be utilized by the contractor's personnel in the performance of their duties. Also, when equipment will be required.

3. Material Safety Data Sheet (MSDS'S) for any chemical(s) utilized by the contractor in the performance of this contract.

J. Contractor is responsible for the supervision of all their employees while on government installation. It is the Contractor's responsibility to assure compliance with the scope of work and requirements referenced in this contract. Provisions provided in the scope of work are not intended to relieve the Contractor of this responsibility.

VII. INJURY OR ACCIDENT:

A. As defined by OSHA, EPA, NFPA Life Safety Codes, and all other regulatory requirements any incident of a major malfunction, accident or injury, a written report shall be submitted by the Contractor to the VAMC within five (5) working days following the incident. The report shall state the cause, what, where and when and why the incident happened and the repairs and tests that were or are to be made to correct the cause of the incident.

VIII. VHA SUPPLEMENTAL CONTRACT REQUIREMENTS FOR ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS: (New mandatory language.)

A. Contractor employees who work in or travel to VHA locations must comply with the following:

1. Documentation requirements:

a. If fully vaccinated, shall show proof of vaccination.

1. NOTE: Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination Record Card (CDC Form MLS-319813 R, published on September 3, 2020), or a copy of medical records documenting the vaccination.

2. If unvaccinated and granted a medical or religious exception, shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the Food and Drug Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the-counter test.

3. Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by Contracting Officer Representatives (PMPCs) or other hospital personnel.

4. Documentation will not be collected by the VA; contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

b. Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the COVID-19 Screening Tool. Check regularly for updates.

c. Contractor employees who work away from VA locations, but who will have direct contact with VA patients shall self-screen utilizing the COVID-19 Screening Tool, in advance, each day that they will have direct patient contact and in accordance with their person or persons who coordinate COVID-19 workplace safety efforts at covered contractor workplaces. Contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

d. d. Contractor must immediately notify their PMPC or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA Facilities.

e. Each contractor has to submit a complete assessment of vaccinated, exempted, and unvaccinated non-exempted contract employees under your purview.

f. Vaccinated contract employees are free to continue their duties as detailed in their contract.

g. Un-vaccinated with valid medical/religious exemption: require weekly COVID-19 testing with negative results to continue entering our Facility (PCR or antigen testing).

1. Contractor responsibilities: Un-vaccinated without exemption may not enter the VACHS Facility and may require permanent replacement arranged by the Contractor; if the employee refuses vaccination and is not able to provide a valid exemption. Contract employee termination and/or replacement must be arranged between the Contracting Office and the Contractor.

2. Exception: one-time or occasional contract employees that visit our Facility for less than one calendar week (trainings, equipment or program installations, equipment maintenance assessments, etc.). In this case, a COVID-19 PCR must be obtained and presented within less than 72 hours prior to entering the Facility.

B. INFLUENZA VACCINATION:

1. All contract employees shall comply with VHA Directive 1192.01, Seasonal Influenza Vaccination Program for VHA Healthcare Personnel. This policy applies to all individuals who, during the influenza season, work in VHA locations or who come into contact with VA patients or other Health Care Personnel (HCP) as part of their duties.

2. Masking requirements for unvaccinated HCP: HCP who do not receive influenza vaccination due to medical or religious exemptions must designate this at the VA Employee Health Unit on the HCP Influenza VA Form 10-9050 and wear a face mask while in any VHA location, including both clinical and non-clinical areas. In addition, HCP are required to wear a face mask during performance of their assigned duties and responsibilities. The face mask shall be worn throughout the influenza season, or until the individual HCP receives a flu vaccination and completes the required VA Form 10-9050.

IX. INFORMATION RELATING TO CONDUCT OF CONTRACTOR’S EMPLOYEES:

A. The Contractor shall prohibit his employees form disturbing papers on desks, opening desk drawers or cabinets, or using telephones or office equipment provided for official Medical Center use.

B. Contractor shall require his employees to comply with the instructions pertaining to conduct and other regulations called to the Contractor's attention by the CO/PMPC, Federal Protective Officers, Inspectors, etc.

X. POINT OF CONTACT:

A. For additional information the contractor shall contact (PMPOC). Such position shall be identified prior to service performance and it may change throughout the contract period. Therefore, it is the Administrative Contracting Officer (ACO) or Contract Specialist (CS) responsibility to provide that information.

Enclosure A: Pressure Vessel List

Cemline

B9

Cemline

B9

Prosthetics Compressor

Husky

OPA Storage Room

Husky

OPA Parking

Rheem

OPA Parking

Brunner Engineering

OPA Chiller Plant

Brunner Engineering

B9

Brunner Engineering

B9

Standard Refrigeration

B9

Standard Refrigeration

B9

Standard Refrigeration

B9

Standard Refrigeration

B9

Lagrange

B9

Lagrange

B9

Lagrange

B9

Lagrange

B9

Lagrange

B9

Lagrange

B9

ITT Industries

B9

ITT Industries

B9

LTC

BE-123

Precision Parts Co.

BE-123

Precision Parts Co.

BE-123

Brunner Eng & Manuf.

WORTHINGTON CVLS

Boiler room

Boiler room

Boiler room

Legion

Kitchen

Groen

Kitchen

Vulcan

Kitchen

Welbit

Kitchen

Welbit

Kitchen

Vulcan

Kitchen

Welbit

Kitchen

Crown Food

Kitchen

Vulcan

Kitchen

Legion

Kitchen

Groen

Kitchen

Groen

Kitchen

Vulcan

Kitchen

Groen

Kitchen

Legion

Kitchen

Steel Fab

Pharmacy 1st Floor - Room 1E 132 A

NB 1443

Getinge

Laboratory A-121

Getinge

Laboratory Room A123

Steel Fab

OPA Basement

Vacuum Tank

OPA Basement

Steel Fab

OPA Basement

Steel Fab

OPA Basement

Steel Fab

OPA Basement

Steel Fab

OPA Basement

Mat Industries

OPA Parking

ITT Industries

Penthouse SBT

Penthouse SBT

NB 180210

Penthouse SBT

Penthouse SBT

Penthouse SBT

Manchester

Penthouse SBT

Mat Industries

Prosthetics

AMSCO

Room A28 (NUCLEAR)

Getinge

SPS Basement

Getinge

SPS Basement

Getinge

SPS Basement

Steel Fab

Sub-Basement

Steel Fab

Sub-Basement

NB 661429

Wood

Sub-Basement Under Locksmith

Taylor-Wharton

Loading Dock

Taylor-Wharton

Loading Dock

Taylor-Wharton

Loading Dock

NB 620437

Manchester

Under Laundry

NB 620439

Manchester

Under Laundry

Manchester

Ponce

Amtrol

Ponce

Manchester

Ponce

American WH

Ponce

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

(End of Clause)

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

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

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

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

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

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[X] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.5 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

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

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

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and…