36C24919Q0080.docx

36C24919Q0080

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

614-19-1-5082-0002 36C24919Q0080 01-09-2019 Craig S. Ziegemeier 615-225-6337 01-24-2019

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 90C 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 Portable Fire and Systems Extinguishers Inspection, Testing, and Maintenance in accordance with the Statement of Work (SOW).

Base Period: 02/01/2019 through 01/31/2020 Option Year 1: 02/01/2020 through 01/31/2021 Option Year 2: 02/01/2021 through 01/31/2022 Option Year 3: 02/01/2022 through 01/31/2023 Option Year 4: 02/01/2023 through 01/31/2024 The applicable Department of Labor (DOL) Wage Rate for the Base Period is WD 15-4673 (Rev.-8) 12-26-2018.

Site visit will be conducted on January 17, 2019 at 10:30 a.m. Central Time at the Safety Office AEG23. POC for the site visit is Michael Brown who can be contacted at phone: (901) 523-8990 ext. 5007, email:

Michael.Brown13@va.gov 614-3690162-5082-850300-2542 0100401X1 X X Craig S. Ziegemeier

NCO916L2-4506

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

STATEMENT OF WORK

VAMC Memphis Portable Fire and Systems Extinguishers Inspection, Testing and Maintenance

INTRODUCTION: In order to ensure that they are available and operate properly when needed, both federal certification requirements and state licensure requirements mandate that healthcare facilities properly inspect, test, and maintain their portable fire extinguishers.

SCOPE OF WORK: This Statement of Work (SOW) provides for inspection, testing and maintenance for all portable fire extinguishers and extinguishing systems utilized at VAMC Memphis facilities and vehicles. The Contractor shall furnish all supervision, licensed personnel, equipment, tools, labor, materials, parts, transportation and waste disposal necessary to perform the required work for 769 fire extinguishers. The Contractor shall repair or replace at Contractor's expense portable fire extinguishers as part of normal maintenance. The following shall be included, but not limited to, with the repair: O-rings, valve stems, gauges, hose bands and clips, and all other portable fire extinguisher components shall be covered under this contract. The work shall be performed in accordance with the National Fire Protection Association (NFPA) and this SOW and shall be subject to the terms and conditions of this contract. The fire extinguishers shall be serviced in a manner, which ensures their serviceability in case their use is required and which prevents them from deteriorating in value and functionality.

If commercial warranty is applicable to services and supplies being furnished under this contract, one copy of the warranty will accompany the services and supplies at the time of delivery. Said warranty shall be in addition to the rights conferred on the Government by this contract and to the extent, said commercial warranty restricts or conflicts with any clauses, terms, or conditions of this contract, the contract shall take precedence over the commercial warranty.

The Contractor may furnish advice and recommendations on necessary repairs, testing, and replacement parts required by this contract.

The contractor shall provide the name of the person responsible for the performance of work (point of contact). The name of this person and an alternate(s) shall be designated in writing to the COR (Contracting Officer Representative) or duly authorized representative. The contractor shall provide the COR a copy of the persons responsible for the performance of work.

SERVICES TO BE PERFORMED:

Maintenance, Inspection and Testing

Contractor will complete the 5-year hydrostatic testing, 6-year maintenance and 12-year hydrostatic testing for all of VAMC Memphis fire extinguishers. No maintenance or testing will be done for the Nonconnah and Jackson clinics.

Portable fire extinguishers must be inspected monthly per 1910.157 (e) (2). The inspection should assure that:

1. Fire extinguishers are in their assigned place

2. Fire extinguishers are not blocked or hidden

3. Fire extinguishers are mounted in accordance with NFPA Standard No. 10 (Portable Fire Extinguisher)

4. Pressure gauges show adequate pressure (CO2 extinguisher must be weighed to determine if leakage has occurred)

5. Pin and seals are in place

6. Fire extinguishers show no visual sign of damage or abuse

7. Nozzles are free of blockage, leakage, or corrosion

8. Fire Extinguishers and cabinets are cleaned (free of dust).

Inspections: Fire extinguishers shall be inspected, tested and maintained as required by the latest edition of NFPA 10 Chapter 7 and 8 and all inspections and testing accomplished by the contractor shall be performed by personnel with knowledgeable expertise in these fields. Extinguisher system shall be inspected, tested and maintained as required by the latest edition of NFPA 96 Chapter 11 and all inspections and testing accomplished by the contractor shall be performed by personnel with knowledgeable expertise in these fields. Inspection shall be conduct at a minimum of 30-day interval for the monthly.

The inspection will be completed using VAMC Memphis bar code system. VAMC Memphis will provide the bar code scanner. Contracting Officer's Representative (COR) will update the bar code system at the end of each day an inspection is performed.

Documentation of the monthly inspection must record the month, day and year of the inspection. COR will run a complete report on the last day of inspection to be certified by the contractor inspector.

Annual Maintenance: Fire extinguishers shall be subjected to maintenance at intervals of not more than 1 year, at the time of hydrostatic test, or when specifically indicated by an inspection or electronic notification. Stored-pressure types containing a loaded system agent shall be disassembled on an annual basis and subjected to complete maintenance. A conductivity test shall be conducted annually on all carbon dioxide hose assemblies. Hose assemblies found to be nonconductive shall be replaced. Pressure regulators provided with wheeled-type fire extinguishers shall be tested for outlet static pressure and flow rate in accordance with manufacturer's instructions. A thorough and yearly check of the extinguisher will ensure that the extinguisher will operate effectively and safely.

Maintenance procedures shall include a thorough examination of the three basic elements of a fire extinguisher:

a. Mechanical parts

b. Extinguisher agent

c. Expelling means

Seals or Tamper Indicators. At the time of the maintenance, the tamper seal of rechargeable fire extinguishers shall be removed by operating the pull pin or locking device. After the applicable maintenance procedures are completed, a new tamper seal shall be installed.

Six (6) Year Maintenance: The contractor shall perform six (6) year maintenance. Every 6 years, stored-pressure fire extinguishers that require a 12-year hydrostatic test shall be emptied and subjected to the applicable maintenance procedures. The removal of the agent shall only be done using a listed halon closed recovery system. When the applicable maintenance procedures are performed during a periodic recharging or hydrostatic testing, the 6-year requirement shall begin from that date. The fire extinguishers shall be returned to full service. Extinguishers that fail the test shall be identified as having failed and returned empty.

Maintenance is to be performed in accordance with published regulations and standards.

Twelve (12) Year Maintenance: The contractor shall perform twelve (12) year maintenance to include a Hydrostatic Test of the fire extinguisher. The contractor shall attach a sticker/plate identifying pertinent information as required by the manufacturer and NFPA 10. The fire extinguishers shall be returned to full service. Extinguishers that fail the test shall be identified as having failed and returned empty. A thorough examination of fire extinguishers is intended to give maximum assurance that a fire extinguisher will operate effectively and safely. It includes a thorough examination and any necessary repair or replacement.

Extinguisher Recharge: If the extinguisher has a full charge of agent upon pickup, the Contractor shall return the extinguisher in the same condition without charge for the agent unless that agent is found to be unserviceable. All rechargeable-type fire extinguishers shall be recharged after any use or as indicated by inspection or when performing maintenance. After recharging, a leak test shall be performed on stored-pressure and self-expelling types of fire extinguishers.

Hydrostatic Testing: The contractor must have their own hydrostatic testing facility. Hydrostatic testing must be performed by trained personnel with proper test equipment and facilities and according to OSHA and NFPA 10. (Hydrostatic testing shall always include both an internal and external visual examination of the cylinder. Hydrostatic testing shall be conducted using water or some other non-compressible fluid as the test medium. Air or other gases shall not be used as the sole medium for pressure testing. All air shall be vented prior to hydrostatic testing to prevent violent and dangerous failure of the cylinder. COR shall have access to the testing facility to verify the testing is in accordance with the OSHA and NFPA standard.

Cleaning: The contractor shall perform quarterly hood cleaning for eleven (11) ansul systems. The contractor shall attach a sticker/plate identifying pertinent information as required by the manufacturer and NFPA 96. The hoods shall be returned to full service.

REPORTS: The contractor shall submit reports of all maintenance and servicing applicable. The reports shall be submitted to the COR (Contracting Officer Representative) for this contract. The reports shall include a record of conditions found, repairs, recharging, and all replacement parts utilized. All records, documents, and associated papers generated during the period of the contract become government property and will be returned to the government upon contraction termination or completion. During the contract period all records, documents, and associate papers will be available for Government review.

ENVIRONMENTAL PROTECTION: The contractor shall ensure that the purchase, use, handling, storage, and disposal of all toxic, hazardous and special materials and waste are in accordance with federal, state, and local environmental protection regulations.

QUALITY CONTROL: The contractor shall develop and maintain a quality program to ensure maintenance and repair services are performed in accordance with NFPA 10 and other applicable standards and the fire extinguisher manufacturer's instructions.

HOURS OF OPERATION: The contractor will perform services required during the hours of 7:30 am - 3:30 pm, Monday through Thursday. The COR is off every other Friday. COR non-off Friday hours are 7:30 am– 3:30 pm. The contractor will contact the Fire Safety department to schedule all inspections.

U.S. LEGAL HOLIDAYS: The following is a list of U.S. Government holidays. If the holiday falls on a Saturday, the proceeding Friday is observed as the holiday; if the holiday falls on a Sunday, the following Monday is observed as the holiday.

HOUDAY DATE

SECURITY/ IDENTIFICATION: The contractor's employees shall check in and out with the VA Police obtain visitor identification each day. Employees must have a valid state or government identification. Contractor identification must be worn at all times while on the premises of the VAMC Memphis. Taking of Photographs, videos, images and recording are prohibited while on VA premises; and wearing of the approved ID badge facing forward and above the waist. Smoking is prohibited on property except in designated areas. Possession of weapons is prohibited (in vehicle or on person). Enclosed containers, including tool kits, shall be subject to search. Violations of the VA regulations may result in citation answerable in the United States (Federal) District Court. Contractor employees (crew) when on VAMC Memphis grounds; shall not bring visitors into the facility; shall not bring into the facility, any form of weapons or contraband; shall not bring in any alcohol or drugs or be under the influence of alcohol/drugs; shall conduct themselves in a professional and polite manner at all times; shall not cause any disturbances in the facility, are subject to all the rules and regulations of the VAMC Memphis. Contractor personnel shall present a neat appearance and be easily recognized. Contractor shall furnish and require every on-site company employee to wear a company shirt and safety shoes. All company workers while on duty shall be identified by uniform shirt or blouse indicating the company logo. The print should be large enough to be easily read. In addition, all company staff assigned to work at the VAMC Memphis.

TRAINING: The contractors staff (those who will be on VA property working) will be required to complete the VA Privacy Training VA20939 TMS 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. The TMS training located at http://vaww.infoshare.va.gov/sites/VALU/TMS/Document%20Library%20with%20Submission/Managed%20Self%20Enrollment%20(MSE)/Managed-Self-Enrollment-Direct-Links.pdf

This 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. Provide the COR with each employee’s printed certificate of completion from the TMS. This certificate displays the employee’s TMS User ID.

PLACE OF PERFORMANCE: Memphis VA Medical Center; 1030 Jefferson Avenue; Memphis, TN 38104 Fire Extinguishers in Building 1, 1A, 5, 6, 7, 9, 10, 1407 Union and Hazardous Waste Storage Building.

12 Ansil Systems in Buildings 1, 5, 7, and Hazardous Waste Storage Building.

1 HFC-125 Extinguishing System in Building 1 North Clinic, Memphis, TN VAMC Vehicles (Main Campus, 1407 Union and Nonconnah Blvd)

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Semi-Annual Kitchen Suppression System (twice a year) Contract Period: Base POP Begin: 02-01-2019 POP End: 01-31-2020

Annual Fuse Link Change Out

Annual Nozzle Cap Change Out

6 Year Maintenance

12 Year Hydrotest

Monthly and Annual Inspection

HFC-125 Extinguishing System

Quarterly - Hood Cleaning

Semi-Annual Kitchen Suppression System (twice a year) Contract Period: Option 1 POP Begin: 02-01-2020 POP End: 01-31-2021

Annual Fuse Link Change Out

Annual Nozzle Cap Change Out

6 Year Maintenance

12 Year Hydrotest

Monthly and Annual Inspection

HFC-125 Extinguishing System

Quarterly - Hood Cleaning

Semi-Annual Kitchen Suppression System (twice a year) Contract Period: Option 2 POP Begin: 02-01-2021 POP End: 01-31-2022

Annual Fuse Link Change Out

Annual Nozzle Cap Change Out

6 Year Maintenance

12 Year Hydrotest

Monthly and Annual Inspection

HFC-125 Extinguishing System

Quarterly - Hood Cleaning

Semi-Annual Kitchen Suppression System (twice a year) Contract Period: Option 3 POP Begin: 02-01-2022 POP End: 01-31-2023

Annual Fuse Link Change Out

Annual Nozzle Cap Change Out

6 Year Maintenance

12 Year Hydrotest

Monthly and Annual Inspection

HFC-125 Extinguishing System

Quarterly - Hood Cleaning

Semi-Annual Kitchen Suppression System (twice a year) Contract Period: Option 4 POP Begin: 02-01-2023 POP End: 01-31-2024

Annual Fuse Link Change Out

Annual Nozzle Cap Change Out

6 Year Maintenance

12 Year Hydrotest

Monthly and Annual Inspection

HFC-125 Extinguishing System

Quarterly - Hood Cleaning

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

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

(End of Clause)

C.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause)

C.4 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.5 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.6 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.7 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

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

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

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

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

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

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

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

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause) C.8 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

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

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

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

(End of Clause)

C.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic…