36C25018Q9297-001.pdf

36C25018Q9297

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A.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C250

Department of Veterans Affairs

Network Contracting Office (NCO) 10

260 E. University Avenue

Cincinnati OH 45219

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or [] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [x] upon completion

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

FMS-VA-2(101)

Financial Services Center

PO Box 149971

Austin TX 78714-9971

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

AMENDMENT NO DATE

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Statement of Work

Title. New Custom Single-Wall Control/ Double Wall Exam Audiometric Suite (booth)

The Department of Veterans Affairs, Dayton VA Medical Center has requested Audiology services to be offered at the satellite campus located in Lima, OH at the VA Community Based Outpatient Clinic (CBOC). This requirement calls for installation of a new custom single-wall control/ double wall exam audiometric suite (booth).

Scope. This specification addresses prefabricated audiometric examination booths and rooms/suites suitable for the use in testing, calibration, and recording of aural acuity. A booth is defined as a free-standing examination room. Henceforth, the term "audiometric booth" will be used generically when referring to booth, room, or suite. An audiometric booth covered by this specification includes all enclosure panels, components, wiring, lighting fixtures (including dimmers), ventilation silencers, and installation to make the booth completely operable. The entry to exam room will be through the control room. VA (department identified) from herein identifies Dayton Veteran Affairs (VA). Vendor from herein identifies the company awarded the contract for the audiometric suite (booth).

Specific Tasks. Once the project is approved, there are many specific tasks that must be completed in the following order to effectively ensure proper installation.

Task 1-Preparing Audiometric Suite (booth)site

I. VA (Engineering)

a) Ensure that the area is free of flooring, ceiling tiles and drywall prior to installation of booth, if any of these items are required to be removed for proper installation of booth.

b) Install electrical requirements (or contract to install) per approved design by the selected booth vendor.

c) Install ventilation/HVAC requirements (or contract to install) per approved design by the selected booth vendor.

Task 2 – Installation of Audiometric Suite (booth)

Audiometric Suite (booth) Vendor (once awarded) will

a) Construct the booth according to pre-approved specifications/design.

b) Give a two-week notice as to the installation date of the Audiometric Suite (booth).

c) Paint, to match existing corridor color, around the outside door, the main door from the hallway into the Audiometric Suite (booth).

d) Be responsible for any damage caused to the property by its company or subcontractors and promptly provide restitution for repair, but not less than one week from when damage occurred.

e) Remove all trash and clean up installation area daily.

f) Install the pre-manufactured booth in the space described according to the pre-approved specifications/design.

g) Replace or repair the defective components.

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II. Audiometric Suite (booth) VA (Engineering) will:

Upon delivery of materials, Engineering may conduct the following pre-installation and post-installation inspections. Should the audiometric booth fail to meet any of the requirements of this specification

Task 3 – Post Installation of Audiometric Suite (booth)

I. VA (Office of Information and Technology) (OI&T):

Install network connectivity for new booth.

II. VA (Engineering Service) will:

a) Activate the electricity

b) Connect pre-existing ventilation/HVAC system to the booth

Task 4 – Audiometric Suite (booth) certification

I. Vendor will repair any finish defects and ensure Audiometric booth doors are properly aligned and swing freely without binding other than as necessary for proper sealing.

II. VA (Engineering) shall conduct inspections to ensure that the Audiometric booths are installed such that the floors are level and the walls are plumb. The audiometric booth finish has proper paint coverage and no dents or scratches. Certifies electrical function and ventilation/HVAC.

III. VA (Safety) will clear the booth area for access of all services.

IV. VA (OI&T) will certify data connections are operational.

Task 5 – Furniture and Ancillary Equipment Set-up

I. VA (Environmental Management) will:

a) Install one desk in Control side *

b) Install one desk in Exam side

c) Deliver three office chairs in the Control side

d) Install one waist-high table in the Exam side

e) Deliver one bariatric patient chair

f) Deliver one regular patient chair

g) Deliver two trashcans

h) Install the hand sanitizer station

a. *estimate list of furniture. Actual list provided to Interior Designer.

II. VA (Bio-Medical) will calibrate and install:

a) Grason Stadler AudioStar Pro Clinical Two-Channel Audiometer, or equivalent

b) Noah 4 and Hearing Aid Modules on Network computer

III. VA (OI&T) will:

Install Noah network computers w/ dual monitors and power supply in both the Control room and Exam room

IV. VA (Engineering Service) will:

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Install Wall mounted otoscope

Task 5.1 - Enterprise Management Controls.

Subtask 5.1.1 – Audiometric Booth Requirements

ENCLOSURE SIZE AND CONFIGURATION REQUIREMENTS FOR SELECTION

a) Audiometric booth must be a Single-Wall Control/ Double Wall Exam Audiometric Suite (booth).

b) Approximate size only listed. Actual size will be determined by the measurements taken before bid.

Single-Wall Control/ Double Wall Exam Audiometric Suite (booth): Approximate outer dimensions 249 1/8” x 142” Exam room inner dimensions 113” x 118”, Control room inner dimensions 108” x 133 ¾” with installation. All fire rating requirements specified below must be met.

c) Doors: Two acoustic doors, 36” clear opening, double magnetic seals with cam-lift hinges.

Double in-swing / out-swing door system. All fire rating requirements specified below must be met.

d) Windows (3): One acoustic window for patient observation, 36” wide by 30” high / One window in both doors: 20” wide by 60” high. All fire rating requirements specified below must be met.

e) Minimum Structural Requirements:

Audiometric booth shall employ an isolated acoustical floor system. Isolated floor system for the audiometric booth shall support the examination room walls so as to fully isolate the floor, walls and ceiling of the enclosure from facility area vibrations.

Floor panels shall be constructed of welded framework of formed steel channel, sheet steel top and bottom skins, and shall be fully insulated. Structural framing shall be minimum 11 gauge cold rolled steel channel sections, spaced as required to meet the structural requirements of section b). Top walking surface shall be minimum 11 gauge sheet steel. Bottom floor panel closure skin shall be minimum 20 gauge sheet steel. Floor panels shall be fully insulated with acoustical filler material which is inert, mildew resistant, and vermin resistant.

Floor panel and isolation system shall accommodate a minimum of a 60 pound per square foot live load without structural deflection which exceeds L/240.

Floor panels shall be welded so as to provide a flat, smooth walking surface, and sheet steel shall be attached to floor panel framework in a manner so as to prevent "popping" or "oil-canning".

Any defects in floor panels that are caused as a result of broken welds or other defective construction methods shall be fully repaired by the contractor at the time of installation.

The audiometric booth shall be constructed of prefabricated steel wall and ceiling panels that meet the modularity requirements of section b). Panels shall be a minimum of 4" thick, unless specified otherwise due to special acoustical considerations. Panels shall be constructed of a welded framework of formed steel channel, a solid sheet steel outer panel skin, a perforated steel inner panel skin, and shall be fully insulated. Structural framing shall be minimum 18 gauge steel channel sections on no less than 24" centers. Panel outer skin shall be minimum 16 gauge electro-galvanized, bonderized cold rolled steel. Panel inner skins shall be minimum 22 gauge electro-galvanized, bonderized perforated steel, with perforations not exceeding 1/8" diameter and a perforation pattern that provides at least the minimum sound absorption required.

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Audiometric booth walls, ceilings, floors, and doors shall be fully insulated with acoustical filler material which is inert, mildew resistant and vermin resistant. Insulation shall be packed into the panel so as to fully fill the panel cavities, leaving no voids. Fill materials shall provide at least the minimum sound absorption properties required. All fire rating requirements specified below must be met.

Audiometric booth to include an acoustic ventilation silencer system, roof mounted supply and exhaust silencers with duct collars for 6” flex duct connection to be installed into the building’s HVAC system.

Audiometric booth to include two (2) quad outlets beneath window inside booth, two (2) quad outlets beneath window outside booth, three (3) additional duplex outlets.

Booth to include a clinical jack panel beneath window containing twelve (12) ¼” gold plated stereo phone jacks, four (4) USB connections, and one (1) 1 ½” diameter cable pass-through.

A conduit drop, rough in for fire alert device above window, control and exam sides. A conduit drop, rough in for phone / network, adjacent to control side window.

Lighting: Ceiling mounted low heat high efficiency LED lighting with wall mounted switch.

Trim: Extended roof apron panels, 8” above roof line of the booth. Vertical closure panels to close gaps to booths walls for up to 6” wide airspace.

FIRE RATING REQUIREMENTS

As a minimum, audiometric booths shall be constructed of fire rated components, as specified below, to obviate the need for a fire sprinkler system and the associated roof panel penetration necessary for installation.

Wall and ceiling panels and liner materials used in ventilation system, silencers and fan housings, tested in accordance with ASTM E84-87, shall not exceed a rating of 25 for Flame Spread and 50 Smoke Developed.

Carpeting shall meet the requirements of the Federal Flammability Standard FF-I-70, Standard for the Surface Flammability of Concepts and Rugs (Pill Test).

Wall and ceiling panels, tested in accordance with ASTM E119-88 (or equivalent industry standard test method), shall be rated for a minimum of 60 minutes. Test data for both solid and perforated surfaces exposed to fire shall be provided.

Door assemblies, tested in accordance with ASTM E152-81 (or equivalent industry standard test method) shall be rated for a minimum of 45 minutes.

Windows installed in fire-rated wall assemblies, tested in accordance with NFPA 257, Standard for Fire Tests of Window Assemblies (or equivalent industry test method), shall be rated for a minimum of 45 minutes.

The windows to be installed fire-rated wall assemblies shall be of wired safely glass or shall be glazed with a material that has been tested in accordance with NFPA 257, Standard for Fire Test of Window Assemblies (or equivalent industry test method). Glazing material shall be installed in a metal frame in accordance with manufacturer's standard window framing details.

Subtask 5.1.2 – Installation

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a) The Vendor shall be factory trained on proper booth installation techniques and shall install audiometric booths and all specified components in Lima CBOC facility.

b) Vendor shall completely assemble audiometric booth and all associated components which are provided by the manufacturer. Outlets, plug strips, light fixtures, and all other electrical components internal to the booth shall be installed and booth wiring shall be connected to the main junction box connection point. HVAC silencers shall be installed on the audiometric booth walls or roof. Final connection of HVAC services, main electrical power, thermostats, and any other building services is the responsibility of the Government.

c) The Vendor shall furnish, with each booth, two copies of the equipment manual containing installation, operation, and maintenance instructions; a block diagram showing wiring between related pieces of equipment which make up the complete system; and a parts data section.

d) The parts data section shall include a list of parts and an illustration of all replaceable parts with replacement instructions. "Replacement part" is defined as a part or component thereof that can be removed or exchanged for a like item and restored to its original position without breaking welds or requiring a special operation. The parts list shall identify the contractor's part number.

The parts illustrated shall have an identifying number or name for cross reference to parts list.

The manual shall include a wiring diagram including ground connections with all major components identified by name.

Subtask 5.1.3 – Quality Assurance

Upon delivery of materials, VA may conduct the following pre-installation and post-installation inspections. Should the audiometric booth fail to meet any of the requirements of this specification, contractor shall replace or repair the defective components.

a) Inspection of Material Prior to Installation: Upon delivery of the audiometric booths, VA may inspect the panels and materials to be used to construct the booths. Individual panels and enclosure components may be visually inspected to ensure that they are identical to the physical description provided on the test reports submitted by the contractor. In the event that there are substantial deviations between the actual construction of the materials utilized to construct the enclosure and the physical description of the components on the contractor's test reports, the non-complying materials may be rejected. Individual panels may be weighed and panels that weigh more than 10% less than the panel weights indicated on contractor's test report may be rejected.

b) Inspection After Completion of Installation: Upon completion of installation, VA shall conduct inspections to ensure that the audiometric booths are installed such that the floors are level and the walls are plumb. The audiometric booth finish has proper paint coverage and no dents or scratches. Any finish defects shall be repaired by the contractor. Audiometric booth doors are properly aligned and swing freely without binding other than as necessary for proper sealing. All electrical components and jack panels operate properly.

c) Compliance with Ambient Noise Level and Noise Reduction Requirements: Prior to acceptance and upon completion of installation, connection of building services, and with all electrical, lighting, and HVAC systems in operation, VA will conduct ambient noise level measurements at the typical patient location in the completed enclosure to ensure compliance with the maximum ambient sound pressure levels permitted by ANSI S3.1-1991 (revised to ANSI S3.1-1999 [R2008]). Measurements of the enclosure noise reduction will be made in accordance with ASTM E336-90. Results of these noise reduction measurements made in completed enclosures shall be within 6 dB of the specified laboratory noise reduction figures.

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d) Compliance with Electromagnetic Shielding Attenuation Requirements: Prior to acceptance and upon completion of installation, connection of building services, and with all electrical, lighting, and HVAC systems in operation (but without audiometric equipment connected), VA will perform measurements of EM-shielding attenuation in accordance with the acceptance test procedures of NSA 65-6, 1964, to the extent permitted by clearances around the booth and the ambient EM noise level.

e) The contractor shall correct the deficiencies in the audiometric booth and retest the booth until it meets all requirements of this specification. All costs associated with testing and repair of the audiometric booth shall be borne by the contractor.

Subtask 5.1.4 – Packaging, Packing and Shipping Instructions.

The Audiometric Suite (booth) will be received at the Lima CBOC once the area is prepped and the sound booth is constructed.

Subtask 5.1.5 – Inspection and Acceptance Criteria.

Upon delivery of materials, VA (Engineering) may conduct the following pre-installation and post-installation inspections. Should the audiometric booth fail to meet any of the requirements of this specification, contractor shall replace or repair the defective components.

a) Inspection of Material Prior to Installation: Upon delivery of the audiometric booths, VA (Engineering) may inspect the panels and materials to be used to construct the booths. Individual panels and enclosure components may be visually inspected to ensure that they are identical to the physical description provided on the test reports submitted by the contractor. In the event there are substantial deviations between the actual construction of the materials utilized to construct the enclosure and the physical description of the components on the contractor's test reports, the non-complying materials may be rejected. Individual panels may be weighed and panels that weigh more than 10% less than the panel weights indicated on contractor's test report may be rejected.

b) Inspection After Completion of Installation: Upon completion of installation, VA shall conduct inspections to ensure that the audiometric booths are installed such that the floors are level and the walls are plumb. The audiometric booth finish has proper paint coverage and no dents or scratches. Any finish defects shall be repaired by the contractor. Audiometric booth doors are properly aligned and swing freely without binding other than as necessary for proper sealing. All electrical components and jack panels operate properly.

c) Compliance with Ambient Noise Level and Noise Reduction Requirements: Prior to acceptance and upon completion of installation, connection of building services, and with all electrical, lighting, and HVAC systems in operation, VA will conduct ambient noise level measurements at the typical patient location in the completed enclosure to ensure compliance with the maximum ambient sound pressure levels permitted by ANSI S3.1-1991 (revised to ANSI S3.1-1999 [R2008]). Measurements of the enclosure noise reduction will be made in accordance with ASTM E336-90. Results of these noise reduction measurements made in completed enclosures shall be within 6 dB of the specified laboratory noise reduction figures.

d) Compliance with Electromagnetic Shielding Attenuation Requirements: Prior to acceptance and upon completion of installation, connection of building services, and with all electrical, lighting, and HVAC systems in operation (but without audiometric equipment connected), VA will perform measurements of EM-shielding attenuation in accordance with the acceptance test procedures of NSA 65-6, 1964, to the extent permitted by clearances around the booth and the ambient EM noise level.

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e) The contractor shall correct the deficiencies in the audiometric booth and retest the booth until it meets all requirements of this specification. All costs associated with testing and repair of the audiometric booth shall be borne by the contractor.

Sound Booth [specifications are outlined in VHA Handbook 1170.02, Appendix D, Booth Audiometric Examination Specifications (IB 11-87, June 1993), dtd March 14, 2011]

• Must be single walled operator side

• Must be double walled test suite

• A maximum four inch tolerance is allowed on length and width to permit booth to fit into standard footages of space.

• Booth must consist of:

-Vibration isolation system -Floor assembly -Wall and roof panel assembly -Acoustical door units -Acoustical window units -Assembly hardware, including connecting panel joints -Electrical and lighting wiring, components and fixtures -Silenced forced air ventilation system (or packaged air conditioning silencers for connection to building HVAC systems) -Carpeting -Paint and other specified finishes -Dust seals/shields and closure strips -Jack panel

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A.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVIC

ES

QUANTIT

Y

UNI

T UNIT PRICE AMOUNT

0001 1.00 EA ________________

Eckel Custom Sound Suite Single-Wall Controll/Double Wall Exam Suite Entry to Exam Room Through Control Room Eckel Custom Sound Suite Single-Wall Controll/Double Wall Exam Suite Entry to Exam Room Through Control Room Total outer dimensions:249 1/8" x 142" Exam Room Inner Dimensions: 113" x 118": Control Room Inner Dimensions: 108" x 133 34"

0002 1.00 EA ________________

Sound Room Freight

LOCAL STOCK NUMBER: 1020

0003 1.00 EA ________________

Installation of sound room

LOCAL STOCK NUMBER: 8069

GRAND TOTAL ________________

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 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.

https://www.acquisition.gov/

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within .

Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

(End of Clause)

C.3 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.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2012)

(a) Definitions. As used in this clause—

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

(2) Designated agency office has the meaning given in 5 CFR 1315.2(m).

(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.

(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. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

(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).

The X12 EDI Web site (http://www.x12.org) includes additional information on EDI 810 and 811 formats.

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

(e) Exceptions. If, based on one of the circumstances below, 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 submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.5 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)

FAR

Number

Title Date

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

JAN 2011

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

JUL 2016

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

C.6 VAAR 852.252-70 SOLICITATION PROVISIONS OR CLAUSES

INCORPORATED BY REFERENCE (JAN 2008)

The following provisions or clauses incorporated by reference in this solicitation must be completed by the offeror or prospective contractor and submitted with the quotation or offer. Copies of these provisions or clauses are available on the Internet at the Web sites provided in the provision at FAR 52.252-1, Solicitation Provisions Incorporated by Reference, or the clause at FAR 52.252-2, Clauses Incorporated by Reference. Copies may also be obtained from the contracting officer.

[Contracting officer shall list all FAR and 48 CFR Chapter 8 (VAAR) provisions and clauses incorporated by reference that must be completed by the offeror or prospective contractor and submitted with the quotation or offer.]

(End of Provision)

FAR

Number

Title Date

852.246-71 INSPECTION JAN 2008

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(3) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108- 78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2016) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved]

[] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

[] (10) [Reserved]

[] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C.

657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[X] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved]

[] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2017) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (NOV 2016) of 52.219-9.

[] (v) Alternate IV (NOV 2016) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

[X] (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C 632(a)(2)).

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (DEC 2015) (15 U.S.C. 637(m)).

[] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (DEC 2015) (15 U.S.C. 637(m)).

[X] (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[X] (26) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2018) (E.O.

13126).

[X] (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (28) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

[] (29) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

[X] (30) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

[] (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

[] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (33)(i) 52.222-50, Combating Trafficking in Persons (MAR 2015) (22 U.S.C. chapter 78 and E.O.

13627).

[] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[] (34)…