36C25022Q0629.docx

36C25022Q0629

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

583-22-2-650-0027 36C25022Q0629 05-15-2022 Patrice Scott

(513) 559-3718 06-15-2022 13:00

EDT

36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati OH 45219 X X 541350 $8 Million N/A X Patrice Scott Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati, OH 45219

36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati OH 45219

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Project # 589-21-201 - Cincinnati Steam Study.

Interested firms must submit their quotes by the closing date of this posting, via email, to Patrice.Richardson-Scott@va.gov The SOW and Sections D provides the information for the project.

All quotations received must also has a completed and signed certification of the limitations on subcontracting requirement (Attachment II).

See CONTINUATION Page

539-3620162-6905-854200 23NRNR000

X X Luke A. Turner Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 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:

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs

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:

36C25022Q0313

Page 1 of Page 1 of

Project No. 539-21-201

A/E SOW

Cincinnati Steam Study

SCOPE OF WORK

1. GENERAL INTENTION: Contractor shall provide architect-engineer (A/E) services for Project No. 539-22-201, Cincinnati Steam Study, at the Cincinnati VA Medical Center, Cincinnati, Ohio, in accordance with the general items as written.

2. A/E STATEMENT OF WORK: This contracted work includes preparation of drawings, analysis, and cost estimates for all facets of work and trades necessary. This study will evaluate purchasing steam from the University of Cincinnati (UC) versus producing steam at the Cincinnati Boiler Plant. This study will do a Life Cycle Cost analysis looking at the cost of doing either a Boiler Plant or Combined Heat and Power Plant instead of continuing to purchase steam from UC. The analysis will consider the cost of the new steam plant along with the cost of operators, chemical treatment, utilities (gas, electric, and water), third party maintenance, etc. As part of the study, the contractor will address concerns of resilience of the current system versus the new system. It will also address the long term goal to reduce greenhouse gases and how going to a carbon neutral source will affect the economics of the boiler plant. Since a reduction in steam load will affect the economics, this study will also survey the steam distribution system to recommend ways to reduce the current steam load. It will look at reducing flash steam, locating undiscovered failed steam traps, installing insulation and steam trap monitors, moving some equipment to another heating source, etc. The A/E will also update the Cincinnati Steam One-line drawings to bring these up to date along with showing steam to all buildings on campus. The above A/E SOW constitutes a basic outline of work and in no way outlines all of the details for the design of this project. It is recommended that a detailed inspection of the premises be initiated to determine the needs and conditions for the design and plans for this project. Work shall be completed in three distinct phases of work within 288 days following Notice to Proceed.

3. The contractor shall furnish a complete design package to include plans, architectural, structural, electrical, mechanical, views, details, sections, elevations, shop drawings, independent fire/safety review, BIM record drawings, edited specifications, site visits, commissioning, and related information as required by the contract.

4. The A/E shall collaborate with the VA’s designated HVAC Commission Authority in the Study Phase.

The contractor shall be solely responsible for the management and professional design, including all associated labor, equipment, materials, mailing costs, and inspection, to meet the requirements of the contract.

5. VA has adopted the latest edition of the following codes and standards as minimum design criteria for all projects performed in the modernization, alteration, addition, or improvement of its real property and the construction of new structures. VA design Manuals and Master Specifications specify other codes and standards that VA follows on its projects:

a. VA Directives, Design Manuals, Master Construction Specifications, VA National CAD Standard Application Guide, Manual for Preparation of Cost Estimates for VA Facilities, VA Space Planning Criteria PG-18-9, Minimum Requirements for A/E Submissions PG-18-15 Volume C Minor and NRM Projects, VA Design & Construction Procedures PG-18-3, and other Guidance on the Technical Information Library (TIL) (http://www.cfm.va.gov/til/).

b. Occupational, Safety and Health Administration (OSHA) Standards.

c. International Building Code (IBC)

d. National Electrical Code (NEC)

e. National Fire Protection Association (NFPA) Codes, with the exception of NFPA 5000 and NFPA 900

f. National Standard Plumbing Code (NSPC)

g. Safety Code for Elevators and Escalators, American Society of Mechanical Engineers (ASME) A 17.1

h. ASME Boiler and Pressure Vessel Code

i. ASME Code for Pressure Piping

j. Architectural Barriers Act Accessibility Standard (ABAAS), including VA Supplement, Barrier Free Design Guide PG-18-13

k. Building Code Requirements for Structural Concrete, American Concrete Institute (ACI 318 – 11) and Commentary

l. Manual of Steel Construction, Load and Resistance Factor Design Specifications for Structural Steel Buildings, American Institute of Steel Construction (AISC)

m. Energy Code for New Federal Commercial and Multi-Family High Ride Residential Buildings: Final Rule. Mandatory for New Federal Buildings, Department of Energy (DOE) regulations, 10 Code of Federal Regulations (CFR) Parts 434 and 435.

n. The Provisions for Construction and Safety Signs. Stated in the General Requirements Section 01 00 00 of the VA Master Construction Specification.

o. Executive Order 13693, “Planning for Federal Sustainability in the Next Decade”

p. Ventilation for Acceptable Indoor Air Quality – ASHRAE Standard 62.1

q. Safety Standard for Refrigeration Systems – ASHRAE Standard 15

r. U.S. National CAD Standard

s. Executive Order 13221, “Energy Efficient Standby Power Devices”

t. EPACT 2005- Energy Policy Act of 2005

u. Energy Independence & Security Act

v. Cincinnati VA Medical Center Engineering Service “Standard List”

w. VISN 10 Energy Requirements for the Procurement of all New Construction, Major & Minor Renovation Projects.

x. VISN 10 Sustainability List

6. Conflicts between nationally recognized standards and VA Requirements:

Should a conflict exist between VA requirements and VA adopted nationally recognized codes and standards, the conflict shall be brought to the attention of VA. The resolution of the conflict shall be made by the authority having jurisdiction for VA to ensure a consistency system wide.

7. Commissioning is not required for this project.

8. SUBMITTAL REQUIREMENTS:

All plans and details shall adhere to the Office of Construction & Facilities’ project document requirements and utilize the Standard VA Title Blocks as provided by PG-18-13 “VA BIM & CAD Standards” (http://www.cfm.va.gov/til/projReq.asp).

The A/E shall develop the project utilizing Building Information Modeling “BIM” software (Revit 2019 or latest version available to VA.)

A/E shall be required to provide a computer 3D model and prepare various 3D renderings to present to the VA throughout the design phase to adequately represent Architectural, Mechanical Electrical Plumbing - MEP, and, site conditions, etc. to aide with facility visualization and contractor coordination.

BIM Model minimum requirements shall be developed to include the systems described below as they would be built and the processes of installing them, and to reflect final as-built conditions (possibly incorporating into VA Master Record Documents – pending facility expertise). The BIM model shall conform to the requirements of the current revision of the PG-18-13 “VA BIM & CAD Standards” Manual (https://www.cfm.va.gov/til/projREq.asp). The deliverable model at the interim design stage and at the final design stage shall be developed to include as many of the systems described below as are necessary and appropriate at that design stage.

The Model shall include but not be limited to the following: Architectural/Interior Design, Square Footage/Volume including Room Names and Numbers, Departmental ownership, Architectural Schedules, Walls and Curtainwall Sizes, Shapes, and Material Data. Doors, Windows, Louvers, Roof, Floors, Ceilings, Vertical Circulation, Architectural Specialties and Woodwork, Life Safety information (Fire Extinguishers, wall ratings, door ratings, Fire Protection/Alarms), General Signage, Schedules, Furniture, Equipment, Structural, Foundations, Shafts and Pits, Mechanical, HVAC, Plumbing, Electrical/Telecommunications, Power and Lighting, Steam distribution, Nurse call info, Asbestos/ Hazard Material info, Security system information (Access controls, security cameras, panic alarms, overhead paging), Exterior Building Information, and other Civil Engineering Data as required such that data may be easily integrated into one master record document of the facility.

Construction Cost Estimates shall be provided using the guidance provided by the Office of Construction & Facilities Management Cost Estimating website (https://www.cfm.va.gov/cost/index.asp).

Electronic Data: In addition to hardcopies, provide electronic copies of data along with a complete listing of all drawing layers used. Provide drawings in both RVT and PDF file formats. The specifications shall be provided in Microsoft Word and PDF file formats. Reports/Narratives can be provided in PDF file format from a scan. Provide cost estimates in PDF file format.

a. Meeting Minutes

· Provide a memorandum narrating each visit/meeting with the VA.

· Submit the memorandum within 7 calendar days of the visit/meeting.

· Memorandum can be mailed or scanned and attached to an email transmission.

b. 35% Schematic Design (Layout Design)

· Two (2) full size paper/bond sets of all drawings, SEPS data, and narrative

· Electronic submission of all files

c. 85% Design Development (DD1)

· Two (2) paper/bond sets of all drawings and edited specifications.

· Provide specific specification divisions and drawings for each of the Cincinnati maintenance shops respective to their trade/specialty to include the VA’s designated HVAC Commission Authority and contracted fire protection consultant.

· Provide interior design finish requirements

· Provide independent fire/safety review report (if applicable)

· Two (2) paper/bond sets of HVAC/Electrical load calculations

· Two (2) paper/bond sets of the construction cost estimate

· Two (2) paper/bond set of base and deductive bid alternates

· Electronic submission of all files

d. 100% Design Development (DD2)

· Two (2) paper/bond sets of all drawings and edited specifications.

· Provide specific specifications divisions and drawings for each of the Cincinnati maintenance shops respective to their trade/specialty to include the VA’s designated HVAC Commission Authority and contracted fire protection consultant.

· Two (2) paper/bond sets HVAC/Electrical load calculations

· Two (2) paper/bond sets of the construction cost estimate

· Two (2) paper/bond sets of base and deductive bid alternates

· Electronic submission of all files

e. Record Drawings

· Two (2) paper/bond sets of final reports and calculations.

· Two (2) paper/bond sets of the final construction cost estimate.

· Two (2) paper/bond sets of construction documents (drawings and specifications.)

· One (1) paper/bond set of construction drawings, 50% scale/half size

· Electronic submission of all files

· Drawing sets to be provided in RVT, DWG, and PDF file formats

· One (1) set of updates to Hospital’s Steam Record Drawings indicating all new steam piping and equipment in both DWG and PDF formats.

9. Record Management:

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. Cincinnati VA Medical Center (CVAMC) and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of CVAMC or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to CVAMC. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the Statement of Work. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to CVAMC control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the Statement of Work. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

6. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and CVAMC guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with CVAMC policy.

8. The Contractor shall not create or maintain any records containing any non-public CVAMC information that are not specifically tied to or authorized by the contract.

9. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

10. The CVAMC owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which CVAMC shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

11. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take VHA-provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

[Note: To the extent an agency requires contractors to complete records management training, the agency must provide the training to the contractor. TMS Course 10203, VA Privacy & Information Security Awareness will be used to satisfy this requirement.

12. The Contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this Statement of Work and require written subcontractor acknowledgment of same.

13. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

10. SUBMISSION, REVIEW, AND COMPLETION SCHEDULE:

35% Schematic Design (SD) 60 calendar days after Notice to Proceed

85% Design Development (DD1) 60 calendar days after approval of COR to proceed toward DD1

A detailed breakdown of the above submittal schedule with specific calendar dates must be provided for approval by the COR as part of the A/E proposal.

11. REQUIRED EDITS TO THE VA MASTER SPECIFICATIONS:

· Ensure the latest revisions for ALL spec sections as currently listed in the VA PG-18-1 “Master Construction Specifications located on the TIL (https://www.cfm.va.gov/TIL/spec.asp#01) are downloaded & used.

· Verify all spec section and division names are correct and consistent.

· Verify no references are made to spec sections or divisions not actually in the latest revision of the VA Master Specifications.

· Verify all spec sections applicable to any aspect of this project are incorporated.

· Header

· Project Number and Project Name at the top right

· Footer

· Section number and page numbers in the middle

· Ensure all non-website “//” are removed from the final project specifications.

· “//” indicates notes or optional content the spec writer is to verify/edit to suit the specific requirements of each project

· No warranties over 1 year.

· No Brand Name or Equals.

· No sole sources without a justification.

NOTE: As part of the required construction bid documentation, the A/E shall provide a completed Sole Source Justification memo for each specific item the VA has approval to sole-source.

· All references to “Resident Engineer” or “RE” should be COR

· All facility system & utilities shutdown and/or interruption notices are required 3 weeks in advance of the scheduled shutdown.

· Check all specifications and drawings against the latest revision of the Cincinnati VA’s Engineering “Particulars List,” which defines site-specific items that are required to be incorporated into all construction documentation for this project. The latest revision of this list can be requested from the COR.

· Verify all numbering is in the correct order.

· Section 01 00 00, Paragraph 1.2 “General Intention:” Delete Subpart B stating site visits by bidders may only be made by appointment. The CO will specifically schedule a formal site visit for all interested bidders prior to the bid opening.

· Section 01 00 00, Paragraph 1.3 “Statement of Bid Item(s);” make sure this section is correctly formatted and accurately reflects all bid alternates and their associated completion times.

· Section 01 00 00 Paragraph 1.5 “Construction Security Requirements,” Subpart F “Motor Vehicle Restrictions;” Delete Part 2 regarding issuance of General Contractor parking permits and replace with, “Contractor vehicle parking is not allowed anywhere on VA property.”

· Section 01 35 26, Paragraph 1.14 “Fire Safety,” Subpart P “Smoking;” Rewrite this entire section to specifically state, “Smoking, vaping and the use of all tobacco products is not allowed anywhere in VA facilities or on VA property.”

· Section 01 35 26, Paragraph 1.12 “Infection Control;” Any references to “Infection Control Risk Assessment (ICRA) Team” should be replaced with “Construction Health and Safety Team.”

· Reference to Above Ceiling Permit.

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

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

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

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

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

(End of Clause) C.4 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (SEP 2021) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(k)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [X] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service as set forth in 13 CFR 125.6.

(ii) [] General construction. In the case of a contract for general construction, the contractor will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 85% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(iii) [] Special trade construction contractors. In the case of a contract for special trade contractors, the contractor will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated subcontractor further subcontracts will count towards the 75% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(2) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States. The offeror further acknowledges that this certification is subject to Title 18, United States Code, Section 1001, and, as such, a false, fictitious, or fraudulent certification may render the offeror subject to criminal, civil, or administrative penalties, including prosecution.

(3) If VA determines that an SDVOSB/VOSB awarded a contract pursuant to 38 U.S.C. 8127 did not act in good faith, such SDVOSB/VOSB shall be subject to any or all of the following:

(i) Referral to the VA Suspension and Debarment Committee;

(ii) A fine under section 16(g)(1) of the Small Business Act (15 U.S.C. 645(g)(1)); and

(iii) Prosecution for violating section 1001 of title 18.

(b) The offeror represents and understands that by submission of its offer and award of a contract it may be required…