36C25021Q1033.docx

36C25021Q1033

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

583-22-1-669-0002 36C25021Q1033 09-17-2021 Ismail, Olalekan 317-988-1527 09-23-2021 16:00

EDT

Department of Veterans Affairs Network Contracting Office 10 8888 Keystone Crossing Suite 1100 Indianapolis IN 46240 X X 238220 $16.5 Million N/A X Department of Veterans Affairs Veteran Health Indiana Richard L. Roudebush VAMC 1481 West Tenth Street Indianapolis IN 46202 Department of Veterans Affairs Network Contracting Office 10 8888 Keystone Crossing Suite 1100 Indianapolis IN 46240 http://www.tungsten-network.com/customer -campaigns/veterans-affairs-us/

See CONTINUATION Page Contractor shall provide all materials, equipment, calibration instruments, and required software; NEBB certified supervision to perform testing, adjustment, repair and balance (TAB) of the 119 Pressurization Critical Rooms as contained in the SOW Questions must be submitted in writing to the Contracting Officer at the following e-mail address:

olalekan.ismail@va.gov no later than 09/21/21 at 4:00pm EDT.

See CONTINUATION Page 583-3620162-669-854100-2543 010055590 X X One(1) Kristina L. Peart Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. Contractor: _______________________ Address: _______________________

Contractor Point of Contact (POC) for Contract: __________________________

Alternate POC for Contract: ______________________ Title: ______________________ Phone: ______________________ Email: ______________________

DUNS NUMBER: ____________ TAX ID: _______________ Business Size: ___________________

b. GOVERNMENT: Contract Specialist Olalekan Ismail, 317-988-1527 olalekan.ismail@va.gov Department of Veterans Affairs Network Contracting Office (NCO 10) 8888 Keystone Crossing Suite 1100 Indianapolis, IN 46240

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:

a. Quarterly []

b. Semi-Annually []

c. Other [x] Monthly to: http://www.tungsten-etwork.com/us/en/

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.

Tungsten Network: http://www.tungsten-network.com/customer-campaigns/veterans-affairs-us/

5. SECURE FAX: All faxes in regard to this contract shall contain the following on the coversheet:

This fax is intended only for the use of the person or office to which it is addressed and may contain information that is privileged, confidential, or protected by law. All others are hereby notified that the receipt of this fax does not waive any applicable privilege or exemption for disclosure and that any dissemination, distribution, or copying of this communication is prohibited. If you have received this fax in error, please notify this office immediately at the telephone number listed above.

6. QUOTE SUBMISSION: All offers shall be submitted by the date/time specified in block 8 of the SF1449 via email to Olalekan Ismail at olalekan.ismail@va.gov. Submission shall include solicitation identifier “36C25021Q1033” to ensure receipt of offer. Facsimile and paper offers are not authorized under this announcement.

7. LATE QUOTE SUBMISSION: Late submissions shall not be considered.

8. ACKNOWLEDGEMENT OF AMENDMENTS: Contractor shall acknowledge any and all amendments and include a signed copy with their quote submission. List of Amendments are listed below

B.2 STATEMENT OF WORK

Statement of Work

Part I: General Information

A. Introduction The Richard L. Roudebush VA Medical Center (RLRVAMC) Indianapolis has a requirement for Pressurization Critical Rooms to be tested, adjusted, and balanced by a National Environmental Balancing Bureau (NEBB) Certified Testing Adjusting Balancing (TAB) Contractor, whose primary business is to Test-Adjust-Balance of HVAC systems.

B. Background RLRVAMC is a one million+ square foot medical facility providing both inpatient and outpatient care and services. The facility has 119 Pressurization Critical Rooms and Labs.

C. Scope The TAB Contractor shall provide all materials, equipment, calibration instruments, and required software; NEBB certified labor and NEBB certified supervision to perform testing, adjustment, repair, and balance (TAB) of the 119 Pressurization Critical Rooms. The rooms shall be controlled, monitored, and/or air volumes set, to maintain required direction of air flow, and required air exchanges per hour. Rooms shall be physically measured, air volumes physically measured, heat/cool calculations performed, air direction calculation and measurement, while performing the required TAB per room. NEBB Certified Reports shall be provided timely upon completion. Sub-contracting is not allowed.

D. Applicable Documents -

VA regulations; Office of Construction & Facilities Management (OCFM) (Heating Ventilation Air Conditioning (HVAC) Design Manual for VA Facilities March 2011 OCFM Sterile Processing Department (SPD) Design Guide February 2010; http://www.cfm.va.gov/

American National Standards Institute/American Society of Heating, Refrigerating, and Air-Conditioning Engineers/ American Society for Healthcare Engineering (ASHRAE) regulations. Standard 170: Ventilation of Health Care Facilities

Joint Commission Standards;

http://www.jointcommission.org/standards_information/standards.aspx American Institute of Architects regulations; Guidelines for Design and Construction of Hospitals and Outpatient Facilities; http://www.fgiguidelines.org

NEBB regulations; SECTION 15950 - TESTING, ADJUSTING, AND BALANCING http://www.nebb.org/assets/1/7/TAB_Specs_-_7th_Ed._Proced._Stands.pdf Center for Disease Control (CDC) regulations; Guidelines for Preventing the Transmission of Mycobacterium tuberculosis in Health-Care Settings, 2005 http://www.cdc.gov/mmwr/preview/mmwrhtml/rr5417a1.htm?s_cid=rr5417a1_e

Biosafety in Microbiological and Biomedical Laboratories http://www.cdc.gov/biosafety/publications/bmbl5/bmbl.pdf

Part II: Work Requirements

A. Technical Requirements

1. Test, Repair, Adjust, and Balance Pressurization Controlled Rooms –

· The TAB Contractor shall perform testing and record preliminary readings of the 119 Pressurization Critical Rooms. Readings shall include square footage and cubic footage, volume of supply, return and exhaust air for all diffusers and grilles, air exchanges per hour, direction of air flow, actual pressure differential, and pressure relationship to the adjoining spaces of each room.

· The TAB Contractor shall perform Test-Adjust-Balance and record final readings of the 119 Pressurization Critical Rooms. The rooms shall be fully tested and documented for supply, return, exhaust air volumes, air exchanges per hour, direction of air flow, actual pressure differential, and pressure relationship to the adjoining spaces of each room. Both the Neg/Pos mode and neutral mode will be required as the TAB.

· All Pressurization Critical Rooms shall have the preliminary readings, repairs and adjusting, performed simultaneously with the final readings. Once a room has been started it shall be completed. This will keep patient/staff interruptions to a minimum. Random testing is not allowed.

· Room TSI controllers, monitors, alarms, and Ball-in-Wall indicators shall be calibrated at the time of TAB. These device values should correspond with the final readings of the TAB report.

· The differential pressure alarm shall be tested and verified operational, both locally and remotely. This test shall be documented on the TAB report.

· A snap shot print out, Building Automation System (BAS), of each room in the negative or positive mode shall be included with the corresponding TAB reports. This print out shall illustrate the required conditions. The neutral mode shall be actually measured neutral and documented on the TAB report.

· The switch position, if applicable, shall be tested and documented on the TAB report. Differential setpoints in both positions shall be documented.

· The controller, monitor, alarm, and selector switch for each room shall be verified correctly mapped back to the BAS as the correct room number, and actual location on the drawing. This shall also be documented on the TAB report.

· Any mechanical, control, or other issues beyond testing, adjusting, and balancing that affect the positive results of the report shall be brought to the immediate attention of the HVAC Supervisor in the form of an email, to include the deficiency and the needed repair. Corrections shall be performed to finish the TAB in the timeliest manner possible. This will keep patient/staff interruptions to a minimum. The TAB Contractor shall allow the VA to make corrections, and complete the TAB of the service area before moving to another area. This shall ensure the corrections are made, TAB is completed, documentations provided, and the room certified for occupancy. The HVAC supervisor will maintain communications with the appropriate staff of the service area concerning any room ‘out of service’.

· A report that has deficiencies listed shall not be accepted. All deficiencies shall be corrected and a NEBB certified report with the correct information issued.

· When a group of rooms in a specific service area is completed, the required reports shall be presented within 10 working days. A full complete package shall be delivered to the HVAC supervisor as each service area is completed. This will keep the records up to date and ensure the accuracy of the entire BAS network. The HVAC supervisor will file the TAB reports as the contract progresses.

· NEBB Certified TAB Report: The data presented in a NEBB Certified TAB Report accurately represents system measurements obtained in accordance with the current edition of the NEBB Procedural Standards for Testing, Adjusting, and Balancing of Environmental Systems. A NEBB Certified TAB Report does not necessarily guarantee that systems included are balanced to design flows. Any variances from design quantities, which exceed NEBB tolerances or contract document tolerances, are noted in the test-adjust-balance report project summary.

2. TAB Contractor Requirements –

· The TAB Contractor shall be NEBB Certified Test-Adjust-Balance contractor in whose primary business is testing and balancing HVAC systems.

· The TAB Contractor must provide references, a minimum 5 years’ experience, of pressurization controlled TAB in a hospital and laboratory environment.

· The TAB Contractor must have the ability to perform emergency TAB in the event an issue arises creating a life safety condition. The response shall be within 30 minutes of notification.

· The technicians in the field shall be NEBB Certified Technicians, and the supervisor shall be NEBB Certified Supervisor / Certified Professional. Documentation of certifications must be provided.

· The TAB Contractor shall provide a National Environmental Balancing Bureau (NEBB) certified TAB report in digital format and two binders with hard copies of each room listed. The TAB contractor shall also provide floor plan drawings with directional indication, suitable for framing, in digital format and two binders with hard copies. The floor plans shall be per service area listed.

· The TAB Contractor shall be responsible for all equipment necessary, and the ability to measure variables, program and calibrate all the controllers, monitors, and alarms for the areas.

· The TAB Contractor shall be responsible for all required software necessary, and the ability, to measure variables, program and calibrate all the controllers, monitors, and alarms for the areas. The TAB Contractor shall need the full version of the required software, not just a balancing tool.

· The hardware devices include TSI controllers, TSI monitors, Metasys VMA controllers, Metasys FEC controllers FX-VMA controllers, FX-PCV controllers, FX-PCG controllers, CRC controllers, CRC monitors, Triatek controllers, Triatek monitors, and Ball-n-Wall indicators.

· The TAB Contractor shall provide the required software and connection interface to the controllers to perform calibration of the sensors and controllers. Johnson Controls proprietary software shall consist of M-Tools, HVACPRO, FX-Builder, CCT, and PCT. All required software is the responsibility of the TAB contractor to own, and ability to use. The latest version of said software shall be used. The Medical Center and third party venders are not responsible for any equipment, hardware, or software required complying with this contract.

· The TAB Contractor and HVAC supervisor shall jointly determine scheduling of the work to be performed.

· The TAB Contractor shall work independently of the VA staff. VA employees will not be allocated for escort or assistance. VA employees will not demonstrate how to perform the requirements of this contract.

B. Deliverables

NEBB certified TAB reports, in digital format and two binders with hard copies.

Floor plan drawings with air flow direction indicated, suitable for framing, in digital format and two binders with hard copies.

Part III: Supporting Information

A. Security: The Contractor's employees shall wear visible identification and company uniforms approved by the COR at all times while on the premises of the RLRVAMC

B. Travel: None

C. Place of Performance: Richard L. Roudebush VA Medical Center, 1481 W 10th Street, Indianapolis, IN 46202

D. Period of Performance Period of performance is October 1, 2021 to September 30, 2026 with four (4) one (1) year option periods to be exercised at the Government’s discretion.

E. Government-Furnished Property: None

F. Qualifications of Key Personnel Contractor employees working at the RLVAMC shall be certified as a Testing, Adjusting and Balancing professional by NEBB.

G. Confidentiality and Non-Disclosure

Part IV: Contractor’ Performance

Contractor’s performance will be monitored on the Building Management system (BMS) to ensure contractor’s pressure settings are in accordance with the approved standards.

Pressure Controlled Areas

3rd

Pressure Controlled Areas

4th

Pressure Controlled Areas

Pressure Controlled Areas

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Contractor shall perform Testing, Adjustment, Balance and Pressurization of 119 Critical Rooms at the RLR VA Medical Center, located at 1481 W 10th Street Indianapolis, IN 46202

Contract Period: Base POP Begin: 10-04-2021 POP End: 10-03-2022

Contractor shall perform Testing, Adjustment, Balance and Pressurization of 119 Critical Rooms at the RLR VA Medical Center, located at 1481 W 10th Street Indianapolis, IN 46202 Contract Period: Option 1 POP Begin: 10-04-2022 POP End: 10-03-2023

Contractor shall perform Testing, Adjustment & Balance and Pressurization of 119 Critical Rooms at the RLR VA Medical Center, located at 1481 W 10th Street Indianapolis, IN 46202 Contract Period: Option 2 POP Begin: 10-04-2023 POP End: 10-03-2024

Contractor shall perform Testing, Adjustment, Balance and Pressurization of 119 Critical Rooms at the RLR VA Medical Center, located at 1481 W 10th Street Indianapolis, IN 46202 Contract Period: Option 3 POP Begin: 10-04-2024 POP End: 10-03-2025

Contractor shall perform Testing, Adjustment, Balance and Pressurization of 119 Critical Rooms at the RLR VA Medical Center, located at 1481 W 10th Street Indianapolis, IN 46202 Contract Period: Option 4 POP Begin: 10-04-2025 POP End: 10-03-2026

Total Base Year

Total Option Year 1

Total Option Year 2

Total Option Year 3

Total Option Year 4

Grand Total

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

(End of Clause)

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

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

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

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

(End of Clause)

Page 1 of

Page 1 of

52.219-14 Limitations on Subcontracting. (JUN 2020) (DEVIATION)

This clause does not apply to the unrestricted portion of a partial set-aside.

Definition. “Similarly situated entity,” as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and

Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c)Applicability. This clause applies only to—

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15;

(4) Orders expected to exceed the simplified acquisition threshold and that are— Set aside for small business under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F);or Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii);

(5) Orders, regardless of dollar value, that are—

(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that, in performance of a contract assigned a North American Industry Classification System (NAICS) code for—238220

Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract;

Supplies (other than procurement from a non- manufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 85 percent subcontract amount that cannot be exceeded; or.

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

For contracts, in accordance with paragraphs (c)(1), (2), (3), and (6) of this clause –

[Contracting Officer check as appropriate.] X By the end of the base term of the contract and then by the end of each subsequent option period; or

By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

(End of clause)

C.4 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause) C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] []…