36C25920Q0102-006.docx

36C25920Q0102

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

36C25920Q0102 12-2 -2019 Lance Davis 918-577-3838 01-0 -2020 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401 X X 811219 $22 Million N/A X Oklahoma City VA Health Care System 921 NE 13th St Oklahoma City OK 73104 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Preventive Maintenance Ice Machines VAMC OKC OK Respond to Solicitation:

Preferred: Submit through E-Mail to Lance.Davis2@va.gov by Date & Time in Block 8 above.

Acceptable to mail: (see block 9 above) Attn: Lance Davis NCO 19, Services Team 3 Solicitations mailed must arrive before the due date/time Location of Performance: (see block 15 above) See CONTINUATION Page X X Lance Davis

NCO1616L2-5045

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 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

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 Financial Service 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:

B.2 Performance Work Statement

Ice Machine Preventive Maintenance Service Oklahoma City VA Health Care System 921 NE 13th St Oklahoma City OK 73104

The contractor shall provide Ice Machine Preventive Maintenance Services in accordance with the terms and conditions stated within this Performance Work Statement (PWS). All work shall be coordinated with the Oklahoma City VA Health Care System’s COR.

This will be a Base with Four possible Option Year(s) Contract.

1. Inspection Services:

a. General:

i. Contractor shall perform all scheduled semi-annual (twice a year) preventive maintenance and inspection services, to include cleaning & sanitization of ice makers as specified within all updated manufacturer specifications and requirements for the below listed inventory. Technicians shall have adequate experience, training, and licensing (if applicable), to perform required preventative maintenance, inspections, and cleaning.

ii. Contractor shall provide all labor, materials, tools, and equipment necessary to perform all scheduled semi-annual preventive maintenance and inspection services of ice makers. Contractor shall provide all labor, materials, tools, and personal protection equipment (PPE) necessary for protection of all personnel, furnishings, equipment, and buildings. Contractor is responsible for the replacement and/or repair of any damage, due to work performed under this contract to its equal original construction and finish. Contractor must have adequate insurance for this type of contract for the protection of negligent work or damage. Contractor must follow all Veterans Affairs, federal, state, and local regulations related to this requirement.

iii. All gauging and measurement equipment used shall be calibrated prior to use (within 1 calendar year) according to manufacturer’s specifications or a standard traceable to the National Bureau of Standards.

b. Inventory:

c. Deliverables and Performance:

i. Semi-Annual Preventive Maintenance services are to be performed during the following time periods:

2nd Quarter: January thru March of contract year.

4th Quarter: July thru September of contract year

ii. Maintenance Services for Ice Makers:

1. Ice Makers shall be serviced in accordance with manufacturers recommendations on a semi-annual basis. Manufacturers servicing recommendation and manuals are located at the following locations:

a. Hoshizaki: http://hoshizakiamerica.com/manuals/

b. Manitowoc: https://www.manitowocice.com/Downloads#Document-Finder

c. Follett: https://www.follettice.com/tech-support-and-resources/technical-documentation?field_resource_industry_target_id=1

2. Additional Requirements:

a. At completion of servicing, each unit will be initialed and dated.

b. Filter changes will be performed during each maintenance cycle. All filters will be provided by the VA Medical Center.

c. Exterior cleaning to be completed.

d. Only two units can be serviced by the contractor at one time unless given prior permission by COR.

e. VA Medical Center (VAMC) Maintenance Staff will bring units to designated onsite servicing area. Units shall be serviced onsite at the Oklahoma City VAMC.

f. Contractor shall only use cleaning and sanitizing products in accordance with manufacturer’s instructions.

2. SCHEDULING ARRANGEMENTS: Except by special alternative arrangement, scheduled work will be performed only during VAMC’s normal working hours of 8:00 a.m. to 4:30 p.m. Monday through Friday, excluding federal holidays. Vendor shall provide at least two weeks’ notice to the Contracting Officer’s Representative (COR) prior to performing the work. Only two ice makers at a time can be out of service for the inspection, service and cleaning procedures. Work must be conducted when the COR or his/her designate is available on site to monitor the work. Check in/out procedures: Prior to commencement of and immediately after each service visit, the contractor and/or contractor’s authorized repair technician must check in and out with the VAMC COR.

3. FEDERAL HOLIDAYS: Federal holidays are any calendar days designated by statute or executive order as federal holidays. Federal holidays consist of New Year’s Day, Martin Luther King Jr.’s Birthday, Presidents Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas.

4. DOCUMENTATION: Contractor shall provide the COR with individual service reports, which describes the inspection services performed on each piece of equipment.

a. Provide complete written report of the inspection fully describing all services performed and certification that unit has been cleaned and sanitized. The report shall contain copies of preventive maintenance procedures used along with any logs taken.

b. Furnish report within two weeks of each facility inspection by email to the COR.

c. All safety-related deficiencies shall be immediately reported to the COR (or the VA Medical Center Safety Office) during the inspection visit.

5. PROTECTION FROM DAMAGE: Contractor shall provide all labor, materials, and equipment necessary for protection of VA Health Care System (VA HCS) personnel, furnishings, equipment and buildings from damage, and shall replace or repair any damage due to work performed under this contract equal to its original construction and finish.

6. RESPONSE REQUESTS: Contractor shall only respond to requests for service from Contracting Officer Representative or the Contracting Officer. If service is requested from any other source the Contractor is to advise the caller of this requirement and refuse to respond. Any billing resulting from unauthorized service (not authorized by contract modification) will not be paid by the government.

7. CHECK IN/OUT PROCEDURES: Prior to commencement of, and immediately after each service visit, the Contractor or his authorized repair technician must check in and out with the VA HCS COR (during normal working hours). Contractor will be required to obtain contractor badges provided by the VA HCS.

8. LIABILITY INSURANCE: Contractor must provide this VA HCS with written confirmation that Contractor has adequate insurance protection against negligent work and other forms of liability. The nature and level of protection must be acceptable to this VA HCS.

B.3 Quality Assurance Surveillance Plan (QASP)

Page 1 of Page 1 of Quality Assurance Surveillance Plan (QASP) Ice Machine Preventive Maintenance Service Oklahoma City VA Health Care System 921 NE 13th St Oklahoma City OK 73104

CONTRACT PERFORMANCE MONITORING:

Monitoring of contractor’s performance shall be demonstrated through Direct Observation. The COR and/or the alternate COR shall be the VA official responsible for verifying contract compliance. After contract award, any incidents of contractor noncompliance as evidenced by the monitoring procedures shall be forwarded immediately to the Contracting Officer.

CONTRACTOR MONITORING BY SERVICE: (QASP)

At the time of contract award, the Contracting Officer will appoint a COR and the alternate COR to assist with the contract monitoring requirements. The COR (and alternate COR if appointed) will monitor such items as quality of service, timeliness of performance, customer service, cost control, and business relations. The COR will ensure that services are performed and be responsible for handling service related requirements necessary for patient care, the Mission of VHA.

The services provided will be monitored through a variety of mechanisms, including but not limited to:

Observation Random Inspection of services provided

The Government may evaluate the quality of professional and administrative services provided; but retains no control over the medical, professional aspects of services rendered (e.g., professional judgments, diagnosis for inspections and/or testing methods), in accordance with FAR 37.401(b).

The delegated COR (and/or alternate COR) will notify the Contracting Officer of any non-compliance immediately upon his/her gaining knowledge of any such situation or incident. Initial communication may be communicated by telephone. After such communication, the COR (and/or alternate COR) will provide a written/electronic statement to the contracting officer along with any supporting documentation regarding the performance failure noted.

A summary evaluation of the contractor performance will be forwarded to the contracting officer annually prior to exercising any option year(s) and could affect positive CPARS (Contract Performance Assessment Reporting System) or other Past Performance Ratings.

PERFORMANCE REQUIREMENTS SUMMARY MATRIX:

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. January through March of contract year.

Contract Period: Base POP Begin: 01-17-2020 POP End: 12-31-2020 LOCAL STOCK NUMBER: Quarterly

0001AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each

POP Begin: 01-17-2020

0001AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each

POP Begin: 01-17-2020

0001AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-17-2020

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. July through September of contract year.

POP Begin: 01-17-2020

0002AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each

POP Begin: 01-17-2020

0002AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each

POP Begin: 01-17-2020

0002AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-17-2020

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. January through March of contract year.

Contract Period: Option 1 POP Begin: 01-01-2021 POP End: 12-31-2021

1001AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each

POP Begin: 01-01-2021

1001AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each

POP Begin: 01-01-2021

1001AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-01-2021

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. July through September of contract year.

POP Begin: 01-01-2021

1002AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each

POP Begin: 01-01-2021

1002AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each

POP Begin: 01-01-2021

1002AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-01-2021

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. January through March of contract year.

Contract Period: Option 2 POP Begin: 01-01-2022 POP End: 12-31-2022

2001AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each

POP Begin: 01-01-2022

2001AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each

POP Begin: 01-01-2022

2001AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-01-2022

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. July through September of contract year.

POP Begin: 01-01-2022

2002AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each .

POP Begin: 01-01-2022

2002AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each

POP Begin: 01-01-2022

2002AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-01-2022

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. January through March of contract year.

Contract Period: Option 3 POP Begin: 01-01-2023 POP End: 12-31-2023

3001AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each

POP Begin: 01-01-2023

3001AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each

POP Begin: 01-01-2023

3001AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-01-2023

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. July through September of contract year.

POP Begin: 01-01-2023

3002AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each

POP Begin: 01-01-2023

3002AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each

POP Begin: 01-01-2023

3002AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-01-2023

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. January through March of contract year.

Contract Period: Option 4 POP Begin: 01-01-2024 POP End: 12-31-2024

4001AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each

POP Begin: 01-01-2024

4001AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each .

POP Begin: 01-01-2024

4001AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-01-2024

IAW PWS, perform semi-annual preventive maintenance & inspection services to include cleaning & sanitization of Ice Makers for the OKC Medical Center. July through September of contract year.

POP Begin: 01-01-2024

4002AA

Ice Machines Brand: Hoshizaki Various Models as per the PWS, (59) fifty nine each

POP Begin: 01-01-2024

4002AB

Ice Machines Brand: Manitowoc Model: QM45A (1) one each

POP Begin: 01-01-2024

4002AC

Ice Machines Brand: Follett Model: 110CT400A (1) one each

POP Begin: 01-01-2024

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 15 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 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause)

C.4 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.5 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

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

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.101, Surviving Spouse definition);

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

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

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

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all SDVOSB and VOSB set-asides and sole source contracts.

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

(b) General.

(1) Offers are solicited only from eligible service-disabled veteran-owned small business concerns. Only VIP-listed service-disabled veteran-owned small business concerns (SDVOSBs) may submit offers in response to this solicitation. Offers received from concerns that are not VIP-listed service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed service-disabled veteran-owned small business concern that meets the size standard for the applicable NAICS code.

(c) Representation. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70. Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible. Therefore, any reference in 13 CFR part 121 and 125 to a servicedisabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR part 121.406 and 125.6, provided that for purposes of the limitations on subcontracting, only VIP-listed SDVOSBs shall be considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor). An independent contractor shall be considered a subcontractor. An otherwise eligible firm further agrees to the following:

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(2) Supplies or products.

(i) In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(ii) In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted.

(3) General construction. In the case of a contract for general construction, it will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(4) Special trade contractors. In the case of a contract for special trade contractors, it will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(5) Subcontracting. Any work that a VIP-listed SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, cost of materials is excluded and not considered to be subcontracted. For mixed contracts and additional limitations, refer to 13 CFR 125.6.

(e) Joint ventures. A joint venture may be considered an SDVOSB if the joint venture is listed in VIP and complies with the requirements in 13 CFR 125.18(b), provided that any reference therein to service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to mean a VIP-listed SDVOSB. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(f) Precedence. For any inconsistencies between the requirements of the SBA program for service-disabled veteran-owned small business concerns and the VA Veterans First Contracting Program, as defined in VAAR subpart 819.70 and this clause, the VA Veterans First Contracting Program requirements have precedence.

(End of Clause) C.6 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…