36C24918Q9551-001.docx

36C24918Q9551

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

614-19-1-5069-0014 36C24918Q9551 08-07-2018 Craig S. Ziegemeier 615-225-6337 08-2 -2018

2PM

90C Department of Veterans Affairs Network Contracting Office 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129 X X 561621 $20.5 Million X N/A X Department of Veterans Affairs VA Medical Center 1030 Jefferson Avenue Memphis TN 38104-2127 90C Department of Veterans Affairs Network Contracting Office - 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129

90C FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically

Setup 1-877-489-6135 VAMC Memphis, TN Fire Alarm and Sprinkler System Maintenance in accordance with the Performance Work Statement (PWS).

Base Period: 10/01/2018 through 09/30/2019 Option Year 1: 10/01/2019 through 09/30/2020 Option Year 2: 10/01/2020 through 09/30/2021 Option Year 3: 10/01/2021 through 09/30/2022 Option Year 4: 10/01/2022 through 09/30/2023 The applicable Department of Labor (DOL) Wage Rate for the Base Period is WD 15-4673 (Rev.-7) 07-10-2018.

Site visit will be conducted on August 14, 2018 at 10:00 a.m. Central Time at the Engineering Office. POC for the site visit is Jerome Braggs who can be contacted at phone: 901-577-7300, email:

jerome.braggs@va.gov 614-3690162-5069-854100-2580 010055590 X Craig S. Ziegemeier 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 36C249 Craig S. Ziegemeier Department of Veterans Affairs Network Contracting Office 9 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129

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.

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 STATEMENT OF WORK

1. DESCRIPTION OF SERVICES:

The contractor shall furnish performance inspection, preventive maintenance, repairs, personnel, labor, equipment, supplies, tools, materials, supervision and quality control for the fire alarm equipment and wet sprinkler system at the Memphis VA Medical Center. All work shall be in compliance with most recent NFPA codes and standards, as well as any other applicable federal, state and local laws, and regulations.

2. SPECIFIC REOUIREMENTS:

a. This is a full parts, labor, preventative maintenance. repair, monitoring, breakdown maintenance, breakdown repair, software upgrade and maintenance, testing agreement for the Notifier Fire Alarm and wet/dry sprinkler systems located at VA Medical Center Memphis TN 38104. Contractor shall be responsible for all preventative maintenance repairs and all corrective repairs. All work completed under this contract shall be in accordance with most recent National Fire Protection Association, Joint Commission and all applicable codes and regulations for Fire Alarm and Sprinkler System maintenance and repair.

b. The work shall be performed in accordance with SOW and shall be subject to the terms and conditions of the contract. Services shall include all necessary labor, materials. services, equipment and shall be performed by qualified personnel by certification, experience and training to perform the work, and holding a current license for installation of the systems stated above.

c. The following buildings on the campus are included:

· 1, 1A, 5, 6, 7, 9, 10, and 34

d. Fire alarm system:

· Inspection, Testing, Repair, and Maintenance — The Contractor shall inspect, test, repair and maintain fire alarm system in accordance with the most current edition of NFPA 72, Fire Alarm Code and JC Environment of Care Standards.

· Monitoring - The contractor shall provide 24 hours a day, 7 days a week fire alarm monitoring service by a reputable monitoring company for all VA Medical Center Memphis buildings as stated above.

· The Contractor shall repair the main fire alarm and notification systems as necessary to maintain all systems free of troubles.

· The Contractor shall provide timely programming updates as released by manufacturer and programming adjustments as needed.

· The Contractor shall provide equipment and components such as manual alarm devices, smoke duct and heat detectors, remote and graphic anunciators, main fire alarm panel, power supplies and components, strobes, horns and other audible and visual devices, wiring circuits, power supplies, batteries, junctions. any and all other alarm, detection and control and ancillary devices, emergency power operations and wet and dry sprinkler system components.

e. Wet Sprinkler System:

· The contractor shall provide services for the inspection, testing, repair and maintenance of the building's water-based fire protection systems in accordance with the contract. Operations and maintenance manuals, as-built installation drawings, and other system documentation shall be retained to assist in the proper care of the system and its components.

· Services shall comply with applicable requirements of most recent NFPA 13 and 25, Standard for the Inspection, Testing, repair and Maintenance of Water Based Fire Protection Systems (most current edition), which establishes the minimum requirements tor the periodic inspection, testing, and maintenance of water-based fire protection systems, except as modified herein. Repair services of all mechanical devices including valves, sprinklers. and fire pumps and alerting devices.

· Preventive maintenance includes, but is not limited to: lubricating control valve stems; adjusting packing glands on valves and pumps; bleeding moisture and condensation from air compressors, air lines, and dry pipe system auxiliary drains; and cleaning strainers. Frequency of maintenance is indicated in the appropriate chapter of NFPA 13 and 25.

f. Inspection and Testing: The contractor shall provide all tools and supplies necessary to properly perform inspections and tests for the alarm and wet sprinkler systems, as listed in NFPA 13 and NFPA 25.

g. Repairs: The Contractor shall provide all labor, materials, equipment, disposal, quality control, and supervision to perform routine and scheduled repairs during the inspection and testing portion of this contract.

The Contractor shall perform repairs and non-routine and unscheduled repairs for fire alarm and wet sprinkler systems in accordance with most recent NFPA 13 and NFPA 25.

The Contractor shall repair at Contractor's expense fire alarm and wet sprinkler system problems as part of normal maintenance. The following shall be included, but not limited to, with the repair: workstations, fire alarm panel parts, power supplies, batteries and all other system components shall be covered under this agreement.

The Contractor shall repair at Contractor's expense for any problems as part of normal maintenance.

Repair Parts. Contractors who perform repairs under this contract shall be capable of providing replacement parts within 24 hours for the central processing unit (CPU), controller, monitoring and signaling cards, display boards, and other critical parts and components that may be necessary to restore the equipment and systems to its full and trouble-free operation.

Any damage to the tire alarm or associated equipment (e.g. tans, elevators, generators, pumps) caused by normal testing shall be repaired by the Contractor. At its discretion, the Government may have representatives present to witness any or all such repairs or tests. All costs associated with this damage shall be the Contractor responsibility

h. Service Talk: The Contractor shall coordinate with the COR on the arrival and departure of the repair personnel. Coordination is required so the facility users are notified prior to any fire or wet sprinkler system maintenance is performed.

Repair Service Calls:

· A call of this type would suggest that there has been a fire alarm system or wet sprinkler system fault or the possibility of a failure if the issue is not corrected. Additionally, this type of call does not pose a threat to the safety of personnel, property, equipment or mission accomplishment.

· The contractor shall respond to repair service call notifications by phone from the COR and be available on site during normal business hours no later than the following business day. A repair service call may require, but is not limited to troubleshooting, testing, repair or replacement of parts, and all other work necessary to restore the fire or wet sprinkler systems to a safe and trouble free operable condition.

j. Emergency Repair Service Calls:

· Emergency repair services shall be provided 24 hours a day, seven days a week.

· A call of this type would suggest that there has been a fire suppression system failure that presents a serious threat to the safety of personnel, property, equipment, or mission accomplishment.

· The contractor shall respond to emergency repair service call notifications by phone from the monitoring company and be available on site within one (l) hour during normal business hours and within two (2) hours at time other than normal business hours. An emergency repair service call may require, but not limited to troubleshooting, testing, repair or replacement of parts, and all other work necessary to restore the fire system and/or sprinkler system to a safe and operable condition. Upon arrival, the contractor shall diagnose the condition and perform required repairs in accordance with this SOW. Emergency repair service call be provided under this full-service maintenance, part, and labor agreement twenty-four (24) hours and seven (7) days per week at no additional charge to the government.

k. Service Tags: Upon completion of all work, the contractor, shall attach a tag indicating the name of the company, name and certificate number of technician performing service, date work was completed, month and year when next service shall be performed. and frequency of service for the system (i.e., semi-annual). The contractor shall attach the tags so that it is readily visible.

l. Warranty: The contractor shall offer the government a minimum of a 365-day warranty period for all work accomplished under this contract.

3. SERVICE SUMMARY:

Emergency Repair Service Call

4. CERTIFICATIONS AND QUALIFICATIONS:

a. The Contractor shall provide to the COR documentation of the certificates of training, licenses, and permits for all employees not later than seven (7) days prior to that person beginning work under the contract terms. The Contractor shall ensure that all certificates of training, licenses, permits, and bonds are current and valid. The contractor shall include documentation and proof of the above certifications and qualifications for each employee.

b. The Contractor shall have available always a sufficient number of capable and qualified employees to enable the contractor to properly, adequately, and safely perform all work required under the terms of this contract.

· All Fire Alarm Technicians shall be certified by the National Institute for

· Certification in Engineering Technologies (NICED. All technicians shall be certified for the operating system, including software version, of the Notifier Fire Alarm System. Certifications for individuals servicing the system shall be provided to the VA COR.

· Fire Alarm Systems Engineering Technicians performing contract work shall meet NFPA 72s qualifications and hold at least a NICET Level 2 (Associate Engineering Technician) in Fire Protection Engineering Technology Fire Alarm Systems. Additionally, the Technician must have experience in the past five years in fire alarm system testing, repair, maintenance, installation, and related activities of buildings and equipment comparable to the buildings and equipment covered by this contract.

c. Technicians modifying the fire alarm control panel and/or systems shall be factory trained and currently certified for the operating system, including software version, of the Notifier Fire Alarm System, and shall provide documentation of this certification per NFPA 72.

d. Contractor and subcontractor personnel engaged in the activities specified by this contract shall be also required to possess certificates of training, licenses, and permits as required.

5. SCHEDULING:

a. The contractor shall perform all preventive maintenance and testing work during the hours of 8:00 am — 4:30 pm CST, Monday through Friday excluding federal holidays.

b. The contractor shall perform testing during October 1st through September 30th of the following year of each contract year.

c. Within 30 days of receiving the award, the Contractor shall submit to the COR a proposed work schedule for the Notifier fire alarm and wet sprinkler system. Work shall be scheduled during October, January, April, and July of each calendar year.

d. The COR shall be notified of the work schedule produced by the contractor at least ten (10) business days prior to performance of inspections. The schedule shall list building numbers, description of installed equipment, date, and time. The schedule may be altered due to security or mission requirements. Changes to the schedule may be requested by either party at least twenty-four (24) hours in advance, except work scheduled in restricted areas. Restricted area work schedules changes require forty-eight (48) hour notice.

e. Notification. Before proceeding with any testing, the Contractor shall coordinate the notification of all persons and facilities that receive alarm, supervisory or trouble signals (e.g. COR, central station, Fire Department). The Contractor shall coordinate with the COR to ensure that all building occupants are notified. After testing, the Contractor shall notify those previously notified that the testing has been concluded.

After Hours. The Contractor may be required to perform some work, inspections, and tests outside the normal working hours of the building occupants. The Contractor shall coordinate with the COR for after-hours access to the building.

6. CONTRACTOR-FURNISHED PARTS:

a. The contractor shall establish and provide an inventory of critical system components to be located on site at the VA Memphis. This includes any component that shall inhibit the normal operation or create trouble of fire alarm system

b. The contractor shall have critical components offsite readily available to repair any fire alarm issues within specified time frame.

c. The parts provided by the contractor shall consist of but not be limited to control boards, power supplies, and other parts that have delivery dates no more than forty-eight (48) hours.

d. The contractor shall provide a list of parts available to the VA COR fourteen (14) calendar days after contract activation.

e. All parts provided must be provided by Notifier and approved by Underwriters Laboratory for use in a Fire Alarm and Wet Sprinkler System. The use of parts that are not UL rated is not permitted in this system.

7. REPORTING:

a. The contractor shall provide a Written report on the performance of the system at each inspection interval as indicated by the most current NFPA and JC standards.

b. Fire alarm reports shall be submitted in the format of the Joint Commission Element of Performance for EC.02.03.05, or other approved agency specific format as directed/provided by the COR.

c. Reporting shall include the name of the device, location, type of test completed, test results, time, date of test, name and contact information of person performing the test, and the NFPA standard referenced.

d. All maintenance, inspection and testing records reports shall be completed and provided electronically to the VA COR within fourteen (14) calendar days after each test completion. All reports shall indicate the date testing was performed. The Form shall be provided electronically (by email) to the COR (formatted in Microsoft Word or Excel).

e. Reports shall be provided with a cover page indicating a summary of the testing such as the building number, the number and types of devices, and the deficiencies identified and corrections performed.

f. Copies of All records of all repairs, maintenance, and testing shall be maintained on file by the contractor for a minimum period of three (3) years at the contractor's office.

g. A Contractors Inspection and Testing Form that includes all the information required by the most current edition of NFPA 72. Maintenance Inspection and Testing Records and Inspection and Testing Form from the most current edition of NFPA 72 or other approved agency specific forms as provided by the COR shall be used.

h. All deficiencies noted during testing shall be repaired within two (2) days of discovery. The Contractor shall document the type of repair; routine/scheduled or non-routine/unscheduled along with corrective actions taken and costs. Devices that cannot be calibrated, tested, or serviced in accordance with the manufacturer's recommendations shall be reported as a deficiency. When all listed deficiencies have been corrected, the Contractor shall sign and date the inspection report and return it to the Contracting Officer and COR. All contractor deficiencies noted must be completed within two (2) working days. At its discretion, the Government may then re-inspect work.

i. Testing after repairs. All repairs shall be tested according to requirements of NFPA 72. A representative of the Government may witness testing. Notify the COR of the schedule for testing with sufficient notice to allow testing to be witnessed. Contractor must provide written certification that repairs are complete. The document shall also include the names and titles of the witnesses to the test.

· Contractor shall provide, in writing, before leaving the building:

· Suspected cause(s) of the malfunction(s). and actions to prevent reoccurrence.

· A list of components used to make the repair.

· Hours required for the repairs.

· When required by the Government, the Contractor shall perform a maintenance quality control audit. Detailed requirements shall be listed in the request for service from the COR.

8. FREQUENCY:

a. All testing shall be accomplished in accordance with the most current version NFPA and JCAHO standards. All testing shall be accomplished in accordance with the strictest guideline.

b. Testing Frequencies from most current edition of NFPA 72 and JCAHO Environment of Care Standards shall be used.

c. Testing Methods from the most current edition of applicable NFPA standards shall be used.

d. Testing frequencies and test items shall include but not be limited to the following:

c. The total number of devices inclusive of the initiating devices as well as the annunciating devices. This includes an additional 10% margin of error of devices total.

The following devices are included:

9. RESPONSE TIME:

a. The contractor shall have qualified/certified service personnel on site to begin repairs within (l) hours during normal business hours and within (2) hours at times other than normal business hour contacted by the government that service is necessary.

b. Service response shall be provided under this full-service maintenance, parts, and labor agreement twenty-four (24) hours per day and seven (7) days per week at no additional charge to the government.

c. In the event that the assigned technician is unable to identify the problem within one (l) hours of arrival, they shall escalate the problem to the next higher technician level.

d. If the Fire Alarm or Wet Sprinkler system cannot be repaired within four hours, the technical specialist shall notify the COR with a schedule for completing the work. The schedule may be approved verbally by the COR.

10. GENERAL REOUIREMENTS:

a. Safety Procedures - The contractor shall comply with all appropriate safety code requirements.

b. Hazardous Conditions - if the Contractor encounters equipment that is in a condition that may endanger life or property, the Contractor shall immediately notify the Contracting Officer Representative (COR), of the condition requiring immediate action. Within 24 hours the inspector shall provide a written report to the COR of the hazardous condition and recommended corrective action.

c. Safety Hazards. The Contractor shall immediately notify the COR of any recognized safety hazard that might severely affect building occupants.

d. Recommended Equipment— the contractor shall provide all transportation, tools, and supplies necessary to properly perform inspections, maintenance, and tests in accordance with NFPA 72.

e. All Fire Alarm System, tests, inspections, maintenance, alterations, and repairs performed under this contract shall comply with the most current edition of the NFPA 72 National Fire Alarm Code including all appendix chapters. Anywhere NFPA 72 states "should", it shall be taken to mean, "Shall".

f. Housekeeping. The Contractor shall leave areas where the company performs work neat, clean and orderly.

g. Safety Data Sheets. The Contractor shall provide current Safety Data sheets (SDS) for all hazardous materials brought into the building. This information will be provided to the COR.

h. Fire Alarm System Operability. The Contractor shall ensure that the fire alarm system is maintained operable always except while being tested or repaired. It is essential that the contractor carefully schedule with the COR all non-emergency shutdowns of the fire alarm system and that back up protection be provided by the contractor (arrangement of additional personnel stationed at the fire alarm system control panel) any time that the fire alarm system is out of service. In addition, regardless of the duration of the shutdown, the affected portion of the system shall be tested to ensure that the protection has been restored.

Maintenance and Repair Inspections: The Government reserves the right to make any test or inspection it deems necessary to make sure that all performance requirements are being maintained.

Each contract employee must sign-In in at Bldg. l, Boiler Plant and state the purpose of the visit, (for example, scheduled maintenance, service call, or repairs) and sign out when leaving the campus. Supervisory employees shall indicate their titles adjacent to their signatures.

Identification: All contract personnel must have appropriate picture identification displayed while on campus. Identification must be displayed clearly and above the waist of the individual at all times.

Contractor shall be able to review the VA shop drawings for reference as required to complete this work. Return any shop drawings to the COR once the work has been completed. Contractor and their staff are not permitted to take any pictures, videos or drawings of any type.

m. Contractor and their staff are not permitted to take any pictures, videos or drawings of any type. Taking of photographs/videos are prohibited while on VA premises.

n. The contractor's staff will check in with the VA police to receive a VA work authorization badge. The badge must be worn facing forward and above the waistline. The contractors staff are required to wear the VA issued badge at all times while on VA premises.

o. TRAINING: The contractors staff (those who will be on VA property working) will be required to complete the TMS (20939) training prior to the work beginning. The contractor will either personally bring the training certificates or E-mail the certificates to the COR so they can be kept on file for one year.

p. You must ensure each contract employee self-enrolls for a profile on the VA TMS by visiting VA TMS. Once there, employees should follow the steps below to create a profile, launch the mandatory training, and complete the content prior to their next day at VA.

q. Upon completion by all employees, the contractor shall provide the Contracting Officer's Representative with each employee's printed certificate of completion from TMS. This certificate displays the employee's TMS User ID. The TMS training is only good for one year and the contractor is responsible to ensure their staff or persons who will be working on VA property are current.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

The contractor shall furnish performance inspection, preventive maintenance, repairs, personnel, labor, equipment, supplies, tools, materials, supervision and quality control for the fire alarm equipment and wet sprinkler system at the Memphis VA Medical Center in accordance with the Statement of Work.

Contract Period: Base POP Begin: 10-01-2018 POP End: 09-30-2019

The contractor shall furnish performance inspection, preventive maintenance, repairs, personnel, labor, equipment, supplies, tools, materials, supervision and quality control for the fire alarm equipment and wet sprinkler system at the Memphis VA Medical Center in accordance with the Statement of Work.

Contract Period: Option 1 POP Begin: 10-01-2019 POP End: 09-30-2020

The contractor shall furnish performance inspection, preventive maintenance, repairs, personnel, labor, equipment, supplies, tools, materials, supervision and quality control for the fire alarm equipment and wet sprinkler system at the Memphis VA Medical Center in accordance with the Statement of Work.

Contract Period: Option 2 POP Begin: 10-01-2020 POP End: 09-30-2021

The contractor shall furnish performance inspection, preventive maintenance, repairs, personnel, labor, equipment, supplies, tools, materials, supervision and quality control for the fire alarm equipment and wet sprinkler system at the Memphis VA Medical Center in accordance with the Statement of Work.

Contract Period: Option 3 POP Begin: 10-01-2021 POP End: 09-30-2022

The contractor shall furnish performance inspection, preventive maintenance, repairs, personnel, labor, equipment, supplies, tools, materials, supervision and quality control for the fire alarm equipment and wet sprinkler system at the Memphis VA Medical Center in accordance with the Statement of Work.

Contract Period: Option 4 POP Begin: 10-01-2022 POP End: 09-30-2023

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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…