36C25920R0013-040.docx

36C25920R0013

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

36C25920R0013 11-19-2019 Gabrielle Hawkins 303-712-5719 12-16-2019

11:00 AM MST

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X X 811219 $22 Million N/A X 36C554 Department of Veterans Affairs Rocky Mountain Regional VA Medical Cente 1700 N. Wheeling Street Aurora CO 80045 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Submitted Electronically Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Contractor shall provide maintenance on the fire sprinkler system at the Rocky Mountain Regional VA Medical Center in accordance with the statement of work.

See CONTINUATION Page X X Mary Emily Good Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

Please fill in information below:

B.1.1.1. CONTRACTOR: Name

B.1.1.2. GOVERNMENT: Gabrielle Hawkins, Contracting Specialist Department of Veterans Affairs Rocky Mountain Network

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5719

FAX: 303-712-5800

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

c. Other [X] MONTHLY IN ARREARS B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

1. TUNGSTEN e-Invoice Setup Information: (877) 752-0900

1. TUNGSTEN e-Invoice email: USClientServices@ob10.com

1. FSC e-Invoice Contact Information: (877) 353-9791

1. FSC e-invoice email: vafsccshd@va.gov

1. The following two codes will be required when creating a vendor profile in TUNGSTEN:

· TUNGSTEN Buyer Number AAA544240062

· Promo Code: VAPC7Y18

B.1.5. DUNS NUMBER: Please provide the Dun and Bradstreet Number assigned to your firm in the space provided:

B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract:

B.1.7. PERIOD OF PERFORMANCE: Services required herein shall be for the following time period:

B.1 STATEMENT OF WORK

Sprinkler System Inspection, Maintenance, & Testing Rocky Mountain Regional Veterans Affairs Medical Center (RMRVAMC)

1.0 INTRODUCTION

1.1 The United States Department of Veteran Affairs requires services to perform maintenance on the fire sprinkler system at RMR VAMC, 1700 Wheeling Street, Aurora, CO 80045 as required by the NFPA 25 standard. This work includes Buildings A, B, C, D, E, F, G, H, K, L, P, PE, PN, PS and Fisher House (Bldg. R). Occupied buildings total approximately 1.8M square feet.

1.2 The objective of this contract is to provide inspection, maintenance & testing services in accordance with referenced codes for the fire sprinkler system of the entire campus, currently 13 buildings and 1.2 Million square feet

1.3 Service work to the fire sprinkler system must be completed in accordance with the following:

· NFPA 25; Inspection, Testing, and Maintenance of Water-Based Fire Protection Systems

· NFPA 13; Installation of Sprinkler Systems

· NFPA 72; National Fire Alarm Code

2.0 SCOPE OF WORK

2.1 The Contractor shall provide all repair & maintenance services necessary to meet the standards cited above.

2.2 All flow tests are to be performed at system designated test points/valves.

2.3 All parts and materials, tools & equipment will be Contractor furnished equipment.

2.4 The contractor shall be responsible for removal and replacement of all ceiling tiles affected by the work. Contractor shall dispose of any unused pipe, excess materials or other construction debris.

2.5 The Contractor shall coordinate all work and testing of systems with the POC at the site. The POC at site shall be Supervisory Pipefitter or Pipefitter Lead. The POC will assist and direct the contractor when scheduling work, obtaining approved local supplies, and liaison with VAMC personnel during the course of the contract. All questions concerning coordination of installation activities while at post shall be directed to the POC.

2.6 All questions concerning the scope and requirements of the work, shall be directed to the POC.

2.7 The main building (Buildings A, B, C, D, E, F, G, H, K, and L) consists of:

a)1.8 million square feet.

b) The number of sprinkler heads is estimated at 18,000.

c) There are 2 dry standpipes in each of the 9 wings on the main campus. They are located in the east and west stairwells of each building.

d)There are 139 tamper switches

e) There are 9 backflow preventers – I per wing.

f) There are 94 flow switches

2.8. The parking garages (Buildings PE, PN, PS) consist of:

a) 3 parking garages with dry systems

b) approximately 14 drum drips/low points

2.9 The Bioscience East Building (Building P) consists of:

2.10 Fisher House (Building R) consists of:

a) 12,228 sq. ft

b) it has 110 sprinkler heads.

c) There is one backflow preventer

2.11 Contractor shall note that job site is an active hospital environment. Contractor shall conform with all VA Infection Control requirements as posted in Infection Control Risk Assessments (ICRAs.).

2.12 This entire project shall conform 100% to all VA standards and specifications, OSHA, AIA Construction Guidelines, Joint Commission Environment of Care Standards, and applicable building codes.

3.0 EXCLUSIONS

3.1 Alarm Devices. All sprinkler alarm devices are tested and inspected in a separate contract.

3.2 Fire Pump System. The fire pump system is tested and inspected in a separate contract.

4.0 SUBMITTALS:

4.1 The contractor shall, within seven (7) calendar days of the receipt of a Notice To Proceed Request, submit to the Contracting Officer, a schedule showing (at minimum) start/completion dates for the project.

4.2 Within 21 calendar days after notification of award, the Contractor shall submit to the Contracting Office (2) copies of the Maintenance, Testing & Inspection Procedures (which will be used during the Services of his contract) including proposed dates when standard maintenance, inspection, & testing shall be accomplished. In addition, the Contractor shall provide a copy of the Contractor’s site-specific safety plan, personal protective equipment (PPE), and Safety Data Sheets (SDS). These copies must be received before any invoice can be certified for payment.

4.3 The Dept. of Veterans Affairs (VA) requires strict adherence to the Code of Federal Regulations 29, Part 1926. This includes the requirement that the contractor have a “Competent Person” on the job at all times (must have a 30-hour OSHA card), and that all contractor employees have received a minimum of ten (10) hours of OSHA construction safety training. Such documentation shall be submitted to the CO.

4.4 Qualified Mechanic. Documentation that Contractor personnel conducting sprinkler system work and/or testing shall be qualified and experienced in accordance with Section 4.3.3 of NFPA 72, National Fire Alarm Code.

4.5 Records & Reports of all activities, Test Results, and Repairs shall be provided in the format dictated by the latest edition of NFPA Chapter 35. All records of testing and inspection and repairs shall be provided to the State of Colorado DFPC as well as to the Owner.

4.6 Records of inspections, testing, or maintenance conducted outside of a full Inspection, Testing, and Maintenance Service must contain a notice to the System owner or responsible party advising of the limitations of the work conducted in relation to the overall responsibilities of the System owner.

4.7 Acceptance of Work. The Contractor shall provide certification that work was approved and accepted by the POC at the site. The Contractor shall fill out a work order completion form showing work was completed and provide the form to the site POC or his official representative. The contractor must submit validation that work was completed satisfactorily with request for payment.

· Electronic monthly and annual testing and inspection reports

· Proof of National Institute for Certification in Engineering Technologies (NICET) Certification for the Responsible Managing Employee, who will be overseeing the work at the site.

· State of Colorado Certificate of Registration as a Fire Suppression System Contractor.

· Management Plan to identify:

· Adequate coverage 24/7/365

· Coordination with VA FMS personnel to maintain acceptable conditions for all on-going hospital functions affected

· Acquiring permits for and managing hot work operations

5.0 SERVICE MANUALS /TOOLS / EQUIPMENT / PARTS

Contractor shall furnish all labor and materials to perform complete work. All system shutdowns shall be coordinated with the POC, Safety, the Fire Alarm contractor and on-site Biomed Electronic Technicians.

The Contractor shall provide all parts, lubricants, supplies, and tools necessary to perform the required work included in this contract.

Contractor shall provide and install, or repair as necessary all parts required to maintain fire sprinkler system in proper working condition.

Major components replaced shall be guaranteed against defect and /or failure for a period of one (1) year from date of the completed installation. All other components shall be guaranteed for a period of ninety (90) days. All parts/components installed shall be only new standard parts and shall have full versatility with presently installed equipment.

If it is necessary to complete a repair specifically excluded from this contract, the Contractor shall receive authorization from the Contracting Officer or designee prior to installation. This work is subject to bid by other contractors as well.

Individual incident repair parts exceeding $3,000.00 are excluded from the base contract. In the event of an incident requiring repair parts in excess of $3,000.00, a modification shall be issued by the CO to capture the total cost of the parts required. Labor to install such parts, however, shall remain covered under the base contract.

All defective parts that have been replaced become the property of the Contractor and shall be disposed in accordance with all Local, State and Federal Laws.

Existing plans of the system are attached to the contract documents in this solicitation package. Full size plans and specifications will be provided to the Contractor upon request. All such documents shall remain as VA property.

6.0 EMERGENCY/CALLBACK SERVICE CALLS:

The Contractor shall provide callback services 24 hours a day, 7 days a week. Callback service is defined as a request by an authorized Government representative, either during or after normal working hours, to correct any fire sprinkler system problem or condition. Callbacks during normal working hours consist of responding to an emergency fire protection system service call to take corrective action at the site within 4 hours.

Callbacks during normal working hours consist of responding to a service call within 2 hours for all other service calls. Equipment malfunctions shall be corrected the same day that the service call is issued. If circumstances beyond the Contractor’s control preclude resolution of the problem that day, the Contractor shall notify the POC with an explanation of the delay and an assessment of the problem and a plan of action to effect repairs.

Overtime Callback service shall be listed, managed, and billed as a separate Contract Line Item Number and shall consist of a base amount of 60 hours (per year) to be used as determined and pre-approved by the POC or authorized designee throughout the duration of period of performance. The Contractor may charge a minimum of 2 hours for a single Overtime Callback incident. Overtime Callback incidents shall be billed monthly, with detail including date of the incident(s), hours worked, and service number / brief description of the incident. Contractor shall provide a service rate sheet for service calls with proposal. Service rates shall be broken down by normal business hours, after hours, and over-time labor rates. For any Overtime Callback Service, the Government shall be responsible for the premium portion of the overtime rate only. In the event that more than 60 hours of Overtime Callback service are required, the Government may choose to modify the contract to add a specified number of additional hours, or alternatively, may pay for specific incidents (at the indicated rates) via purchase order / Government Purchase Card.

The Contractor shall provide a service ticket / number for each service call for the POC or designee, to sign. Service tickets shall identify the piece of equipment, description of problem, explanation of corrective measures taken, and the date and time the unit was returned to regular service. Service tickets for overtime after hours work must be signed and a copy left with the POC, or designee.

Contractor shall notify the POC, or designee, by email after completion of each service call. Medical Center shall not be responsible for incidental charges including, but not limited to: parking, tolls, or mileage.

7.0 PERSONNEL QUALIFICATIONS & REQUIREMENTS:

Contractors may not allow persons to work on Fire Suppression Systems who are not registered with the Division as Sprinkler Fitters. A Sprinkler Fitter does not include a person who performs work exclusively on cross-connection control devices.

Supervision: The Contractor shall specify a Responsible Managing Employee who will have responsibility for performance of contract services. The Responsible Managing Employee shall be competent to supervise all aspects of contract and shall be available on-site during performance of contract work.

The Responsible Managing Employee shall be certified and licensed in the state in which they are employed in.

Training: No employee may be assigned to work under provisions of contract until certification has been provided to the Contracting Officer that personnel have received required orientation and training.

All personnel performing Inspection, Testing & Maintenance (ITM) on fire suppression systems be certified by the National Institute for Certification in Engineering Technologies (NICET).

Uniforms and Employee Identification: Contractor’s personnel assigned to the performance of this contract are to wear a Contractor-provided, standard distinctive uniform. Uniforms are to be clean and maintained in good repair. A contractor-provided, clearly readable name identification device consisting of the employee’s name and the company name will be worn and placed where easily visible. Contractor will report to the Police Station daily to receive a VA Daily Contractor Badge, which must be worn at all times while on VA property. This badge will be turned in at the end of each day to the Police Station in the 1st Floor Atrium. In special sanitation and/or isolation situations, Contractor’s personnel may be required to wear special protective clothing and shoe covers supplied by the medical facility. They will be received, worn and turned in or disposed as directed. All other safety or protective clothing or equipment shall be provided and maintained by the contractor at the Contractor’s own expense.

The Contractor shall ensure that their personnel and subcontractor personnel meet the privacy standards as set forth by HIPPA (Health Insurance Portability and Accountability Act of 1996) with respect to personal and confidential information that they may come upon, while servicing the fire sprinkler system.

8.0 HOURS OF WORK:

The normal hours of work shall take place during the normal business hours of 7:30 AM and 4:00 PM, Monday through Friday, Federal Holidays excluded. Request for weekend, after-hour, and Federal holiday work is permitted with a request in writing submitted beforehand. “Inspections” will require a prior five-day notification submitted to the POC or government representative.

9.0 PERIOD OF PERFORMANCE

Period of performance including lead time for materials and submittals: 365 days. The Owner may choose to elect for any of the four potential option years.

10.0 BADGES & PARKING:

All Contractor personnel are required comply with all VA regulations which covers the following requirements:

It is the responsibility of the Contractor’s personnel to park in the appropriate designated parking areas. The designated parking area will be specified by POC water upon award of contract.

B.2 PRICE/COST SCHEDULE

06 January 2020 to 5 January 2021 Provide maintenance on the fire sprinkler system in accordance with the Statement of Work

06 January 2020 to 5 January 2021 Emergency/ Call back services

NOT TO EXCEED 60 HOURS

06 January 2020 to 5 January 2021 Backflow Preventer testing and maintenance

06 January 2021 to 5 January 2022 Provide maintenance on the fire sprinkler system in accordance with the Statement of Work

06 January 2021 to 5 January 2022 Emergency/ Call back services

NOT TO EXCEED 60 HOURS

06 January 2021 to 5 January 2022 Backflow Preventer testing and maintenance

06 January 2022 to 5 January 2023 Provide maintenance on the fire sprinkler system in accordance with the Statement of Work

06 January 2022 to 5 January 2023 Emergency/ Call back services

NOT TO EXCEED 60 HOURS

06 January 2022 to 5 January 2023 Backflow Preventer testing and maintenance

06 January 2023 to 5 January 2024 Provide maintenance on the fire sprinkler system in accordance with the Statement of Work

06 January 2023 to 5 January 2024 Emergency/ Call back services

NOT TO EXCEED 60 HOURS

06 January 2023 to 5 January 2024 Backflow Preventer testing and maintenance

06 January 2024 to 5 January 2025 Provide maintenance on the fire sprinkler system in accordance with the Statement of Work

06 January 2024 to 5 January 2025 Emergency/ Call back services

NOT TO EXCEED 60 HOURS

06 January 2024 to 5 January 2025 Backflow Preventer testing and maintenance

36C25920R0013

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days. For the purposes of the award of this Contract, the Government intends to evaluate the option to extend services under FAR 52.217-8 as follows:

The evaluation will consider the possibility that the option can be exercised at any time, and can be exercised in increments of one to six months, but not for more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be at the same rates as those in effect under the contract at the time the option is exercised. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8. The `specified' rates under this clause will be those rates in effect under the contract each time an option is exercised under this clause.

(End of Clause)

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

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

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

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

(End of Clause)

C.4 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

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

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

(End of Clause) C.6 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.7 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…