36C25921Q0873.docx

36C25921Q0873

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

36C25921Q0873 10-05-2021 Monica Gary 918-577-3855 10-19-2021 09:00

CDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village

CO

80111 X X 238220 $16.5 Million N/A X Department of Veterans Affairs Oklahoma City VA Health Care System 921 NE 13th St Oklahoma City OK 73104

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village

CO

80111

Financial Service Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Annual air testing, adjusting, and balancing services at OKCVAHCS, per the PWS.

The Offeror in block 17a certifies that it remains small for the size standard set for this procurement and that it has status as an SDVOSB concern, recognized as valid by Center for Verification and Evaluation (CVE) in VIP.

See CONTINUATION Page X Monica Gary Contracting Officer 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:

Percentage of Work to be Completed by Prime Contractor for compliance with 13 C.F.R. 25.6:

b. SUBCONTRACTOR(S) for compliance with 13 C.F.R. 25.6:

Name of Sub-Contractor (include the main Subcontractor’s subcontractors in this column)

Address of Subcontractor

Business Size and Socioeconomic Category as it relates to the contract NAICS code

Percentage of Work to be Completed by Sub-Contractor for compliance with 13 C.F.R. 25.6 NEBB or AABC No.

c. GOVERNMENT: Contracting Officer 36C259 Monica Gary

Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

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 CONTRACTOR PAYMENT REQUESTS

Contractor e-Invoice Set-Up Information: Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Access the web site for more invoicing instructions: https://www.fsc.va.gov/einvoice.asp

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov Payment requests may be impacted, along with the active status of the contract, if contractor fails to maintain SAM registration, has legally changed its business name or "doing business as" name (whichever is shown on the contract), or has transferred the assets used in performing the contract. Refer to FAR clause 52.204-13 for compliance requirements.

ACCOUNTING AND APPROPRIATION DATA

[Updated at Award]

B.3 PERFORMANCE WORK STATEMENT (PWS)

PURPOSE

The Oklahoma City Veterans Health Care System (OKCVAHS) requires a qualified contractor to perform air testing, adjusting, and balancing services, to include reporting, as outlined in this Performance Work Statement (PWS), in a cost effective and efficient manner for the VA and in support of the VA Mission.

The contractor shall provide all labor, equipment, materials to fully test, adjust, calibrate, and balance existing mechanical systems and associated subsystems. This is a non-personal services contract. The Contractor, it’s employees, agents and subcontractors shall not be considered government employees for any purpose. Contractor shall furnish all labor, materials, parts, equipment, tools, transportation, insurances, licenses, certifications and supervision necessary to provide services in accordance with this Performance Work Statement (PWS). For a contract of this size, scope and complexity, the successful Contractor must perform in a professional manner as recognized by commercial industry standards as good to excellent.

Services are required for the period of performance outlined in the Price/Cost Schedule. and at the location outlined in block 17 of page 1 of this contract.

LOCATION: Refer to block 17 of page 1, SF 1449 Period of Performance: Refer to the date in each item of the Price Schedule.

BACKGROUND: Services have previously been performed on contract VA259-17-P-4727.

QUALIFIED CONTRACTOR: To fully qualify in performing services on this contract, and per this PWS, the Contractor must demonstrate, and maintain throughout the life of the contract, the following qualifying requirements:

a. Certified testing and balancing technician(s) to perform all services on this contract who maintains a valid National Environmental Balancing Bureau (NEBB) certificate or a valid Associated Air Balance Council (AABC) certificate, and

TASKS AND REQUIREMENTS:

The air for all locations listed below must be tested, adjusted, and balanced by the contractor one (1) time annually. All work must be completed by September 30 each year. Contractor is required to create an air balance report that will include the locations listed below following air testing, adjusting, and balancing services.

Locations:

1. Animal Research Building 32

2. Bronchoscopy Suite

3. Cardiac Catheterization Labs Suite

4. Gastro

5. Laboratory

6. MICU Suite

7. SICU Suite

8. OR Suites (existing)

9. SPS Suite

10. Isolation Rooms The attached “Price Sheet and Equipment Listing”, in Section D of this contract, contains the suites and isolation rooms that are part of this service contract. The information for each location, suite and isolation room includes room numbers with approximate square footage. Contractor must verify square footages and not assume VA measurements are exact or correct for calculations. The attached list also includes equipment information.

Room numbers are subject to change during the duration of the contract, including option years. Contractor shall adjust reports as necessary.

Contractor services must be performed in accordance with applicable standards in the “VA HVAC Design Manual Nov 2017 (Rev-Mar2020)”, including addendums. Refer to attached document in Section D of this contract.

The contractor must take into consideration the requirement for flexibility in scheduling services due to the nature of the facility. This is a medical facility. A minimally invasive service approach is required by the contractor. Certain areas are not easily accessible during Standard Business Hours therefore it is critical that the Contractor plan and schedule well in advance with the local Contracting Officer’s Representative (COR). The schedule must be arranged with the COR no later than 30 days out from the Contractor’s arrival on site to perform services.

If required, the contractor may perform service beyond the Standard Business Hours and perform weekday evening and weekend when necessary, remaining on site until all services are completed.

Examples of areas that are critical to patient care are: OR Suites, Cath. Lab Suites, Isolation Rooms and the Bronchoscopy area. Service scheduling in these areas may rely on the last appointment or procedure for that day or other variables that delay service commencement during Standard Business Hours.

Examples of areas that are not as directly critical to patient care are: laboratories, MICU, SICU, SPS and the Autopsy Suites and several corridor areas. Contractor must still coordinate with the COR on scheduling service in these areas yet there may be more flexibility to accomplish these during Standard Business Hours without hindrance to access.

Upon completion of each project Contractor must submit a report in excel format to the COR with the proper information for each Air Handling Unit (AHU) and accompanying space. Each report for Option 1 and onwards must have previous annual certification results in order to track trends for each space and must be signed by a Certified Industrial Hygienist.

SAFETY AND SECURITY:

Safety and Compliance In the operation and performance of services provided herein, the Contractor, its subcontractors, their employees, agents, and officers agree to comply with all applicable Federal, State, and/or local laws, rules, regulation codes, standards and ordinances now in force or hereafter enacted. Nothing in these specifications is to be construed as permitting work that does not conform to the pertinent regulations promulgated by the authorities having jurisdiction.

Contractor shall provide their employees with appropriate protective clothing, equipment, and apparel as described by the Occupational Safety & Health Administration (OSHA).

Contractor must report all injuries, accidents, or property damage to the COR within twenty-four (24) hours of the occurrence or event.

Check In/Out Procedures Prior to commencement of, and immediately after each service visit, the Contractor or Contractor’s authorized Personnel, must check in and out with the COR. Only individual VA Engineering staff, as delegated by the COR, can coordinate check in and check out procedures for the Contractor in the absence of the COR. Due to heightened security requirements, the Contractor and/or his authorized service personnel will be required to wear a temporary VA issued ID Badge. The VA Badge will be signed for upon arrival and turned in when leaving. All Badges must be worn at or above the waist and facing forward. A temporary Badge must be turned in before leaving the premises, otherwise the person signing for it will be required to pay for the unreturned temporary ID Badge.

CONTRACT LIAISON:

Contractor Point of Contact (POC) The Contractor shall specify an individual who shall serve as a single point of contact (POC) for all Contract related business. Contractor must provide the COR and Contracting Office with the POC contact details, to include cell phone and email, as a minimum:

1. Within 10 business days of contract award and

1. Within 5 business days prior to a change in the POC by the Contractor.

The POC must be easily accessible by phone and return COR calls within 48 hours of a voice message left by the COR.

Contracting Officer’s Representative (COR) Upon contract commencement, the Contracting Officer will notify the Contractor in writing as to the COR assigned to this contract, and upon reassignment of a new COR, as applicable. Contractor shall only respond to requests for service from the COR or the CO. If service is requested from any source, other than the COR or the CO, the Contractor is to advise the individual of this requirement and refuse to respond. Any billing resulting from unauthorized service will not be paid by the government.

Authority of the CO The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract. In the event the Contractor affects any changes at the direction of any person other than the Contracting Officer, the changes will be considered to have been made without authority and no adjustment will be made in the contract price or schedule to cover any increase in costs incurred as a result thereof. The Contracting Officer shall be the only individual authorized to accept nonconforming work, waive any requirement of the contract, and/or modify any term or condition of the contract. The Contracting Officer is the only individual who can legally obligate Government funds. No costs chargeable to the proposed contract can be incurred before receipt of a fully executed contract or specific authorization from the Contracting Officer.

This a definite contract yet the VA has experienced changes in the facility due to the recent pandemic and other adjustments in the way the VA does business at this facility, such as the impact on the main facility as a result of the new clinic in Tulsa. As such if reconstruction or renovations are anticipated throughout the facility the VA may be required to add or remove part of specific item requirements throughout each period of performance. Only the Contracting Officer is authorized to address such changes with the Contractor and must be done prior to the implementation.

Government Alternate Points of Contact (POC) – Emergencies Only The COR will identify Alternate Points of Contact (POC) to be used only for instances of emergencies when the COR is not easily contactable. These will be individuals in supervisory or managerial roles within the same department as the COR. The contractor will be provided this information within 5 days after contract award and within 48 hours of a change to this information. An Alternate POC does not replace the COR nor do they replace the Contracting Officer during the performance and administration of this contract, nor does it relinquish or diminish the Contractor’s requirements in relation to the performance of this Contract.

SCHEDULING ARRANGEMENTS:

Except by alternative arrangement with the COR, services will be performed during OKC VAHCS standard working hours (8:00 a.m. to 4:30 p.m. Monday through Friday excluding Federal holidays). Scheduling of work must be coordinated with the COR prior to commencing work. Contractor may be required to work on nights and/or weekends to reduce disruption to patient care. Operating Suite work shall only be completed during the annual OR summer slowdown in which patient load is lowered to allow for work in all ORs, unless directed otherwise by the COR. Contractor may not be able to gain access to an entire suite at one time.

FEDERAL HOLIDAYS: The Federal Government observes the following days as holidays.

*Holidays that fall on Saturday are observed on the preceding Friday. Holidays that fall on Sunday are observed on the following Monday.

In addition to the days designated as holidays, the Government observes the following days:

· Any other day designated by Federal Statute

· Any other day designated by Executive Order

· Any other day designated by the President of the United States to be a Federal holiday

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

DELIVERABLES:

Calibration of contractor’s equipment: Contractor must provide this VAMC with certification attesting that all gauging and measurement equipment used to check and calibrate the subject items of equipment has been calibrated either according to the manufacturer’s specifications or within the last twelve months against a standard that is traceable to the National Bureau of Standards. Such certification shall be provided with the Final Service Report.

Service Reports: Contractor shall provide individual Service Reports to the COR, or the engineering service personnel designated by the COR, at the end of each service. All Service Reports are to be signed and dated by the designated Contractor POC.

Final Report: The contractor shall provide a Final Report of all readings electronically and three (3) printed copies. The Final Report shall include but not limited to CFM readings, air exchanges per hour (with pass/fail notated), and temperature & humidity readings. In addition, each area shall be tested for positive/negative pressure.

After testing and balancing is complete, the contractor shall provide a detailed Final Report to the COR within two (2) weeks.

Billing will not be paid until the Final Report is received by the COR.

TECHNICIAN CERTIFICATION: Contractor must provide the Contracting Office or the COR with proof of Technician Certification upon request. Technician Certification is to be included in the Final Report if not already given to the CO or the COR.

LIABILITY INSURANCE: Contractor must provide this OKC VHS 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 OKC VHS. Contractor must provide the Contracting Office with proof of Liability Insurance:

a) Within 10 business days of contract award and

b) Within 5 business days after contract Option Year renewal.

B.4 QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

INTRODUCTION

This quality assurance surveillance plan (QASP) is pursuant to the requirements listed in the performance work statement (PWS). This plan sets forth the procedures and guidelines the VA will use in ensuring the required performance standards or services levels are achieved by the contractor.

Purpose The QASP provides a means for evaluating whether the contractor is meeting the performance standards/quality levels identified in the PWS and the contractor’s quality control plan (QCP), and to ensure that the government pays only for the level of services received. Performance standards are expressed in the PWS and are assessed using the performance monitoring techniques shown in Attachment 1. The VA’s quality assurance surveillance is not limited to what is outlined in this QASP. It is incumbent upon the contractor to satisfy the PWS requirements.

Performance Management Approach VA shall review and analyze information generated through contract performance assessment to determine whether outcomes are being achieved and to what extent. The only exceptions to process reviews are those required by law (federal, state, and local) and compelling business situations, such as safety and health.

Performance Management Strategy The contractor is responsible for the quality of all work performed. The government representative(s) will monitor performance and review performance reports furnished by the contractor to determine how the contractor is performing against communicated performance objectives. The government will make determination regarding incentives based on performance measurement metric data and notify the contractor of those decisions. The contractor will be responsible for making required changes in processes and practices to ensure performance is managed effectively.

IDENTIFICATION OF REQUIRED PERFORMANCE STANDARDS/QUALITY LEVELS

The required performance standards and/or quality levels are included in the PWS and in Attachment 1, “Performance Requirements Summary.”

Incentives or Disincentives in Relation to Standards and Quality Levels Contractor performance on this contract, be it less than, greater than, or equal to satisfactory performance on this contract, will be subject to the Incentives and/or Disincentives identified in the Performance Requirements Summary. The results will also be documented by the COR and CO, for use as past performance indicators to support any interest or bids the contractor makes in future government requirements and solicitations. Failure to meet the required service or performance level will result in a delinquency notice to the contractor.

Acceptable Quality Levels The acceptable quality levels (AQLs) included in Attachment 1, Performance Requirements Summary, for contractor performance are structured to allow the contractor to manage how the work is performed while providing disincentives for performance shortfalls.

ANALYSIS OF QUALITY ASSURANCE ASSESSMENT

Determining Performance VA shall use the monitoring methods cited to determine whether the performance standards/service levels/AQLs have been met. If the contractor has not met the minimum requirements, it may be asked to develop a corrective action plan to show how and by what date it intends to bring performance up to the required levels.

Reporting The COR will prepare a written report for the CO summarizing the overall results of the quality assurance surveillance of the contractor’s performance, as needed. This written report will enable the government to demonstrate whether the contractor is meeting the stated objectives and/or performance standards, including technical and scheduling objectives.

Reviews and Resolution The COR may require the contractor’s project manager, or a designated alternate, to meet with the CO and other government IPT personnel as deemed necessary to discuss performance evaluation. The COR must coordinate and communicate with the contractor to resolve issues and concerns regarding marginal or unacceptable performance.

QASP ATTACHMENT 1: PERFORMANCE REQUIREMENTS SUMMARY

Disincentive

documentation

Incentive Rating, refer to Incentive Rating Table

Final Report

Satisfy the PWS.

Includes all required details.

May be 5 business days later than required by PWS to be Rated Satisfactory.

Direct Observation- Receipt and Review of Final Report

CPARS

documentation

Incentive Rating, refer to Incentive Rating Table

(+) Meet the acceptable performance definition as a condition for exercise of option year.

Minimum SATISFACTORY rating for ALL TASKS.

(-) Does not meet the acceptable performance definition as a condition for exercise of an option year.

* The Government will not exercise the next option year term unless all regulatory requirements are met and the contractor meets the acceptable performance definition.

B.5 PRICE/COST SCHEDULE

ITEM INFORMATION

Annual air testing, adjustment and balancing services for the following locations listed below and in accordance with the Performance Work Statement (PWS).

Locations:

NOTE: Total Item pricing is based on itemize quantities and equipment for each given location in the attachment titled "Price Spreadsheet Equipment Listing" in Section D of this contract.

Contract Period: Base POP Begin: Date of Award POP End:10-31-2022

Annual air testing, adjustment and balancing services for the following locations listed below and in accordance with the Performance Work Statement (PWS).

NOTE: Total Item pricing is based on itemize quantities and equipment for each given location in the attachment titled "Price Spreadsheet Equipment Listing" in Section D of this contract.

Contract Period: Option 1 POP Begin: 11-01-2022 POP End: 10-31-2023

Annual air testing, adjustment and balancing services for the following locations listed below and in accordance with the Performance Work Statement (PWS).

NOTE: Total Item pricing is based on itemize quantities and equipment for each given location in the attachment titled "Price Spreadsheet Equipment Listing" in Section D of this contract.

Contract Period: Option 1 POP Begin: 11-01-2023 POP End: 10-31-2024

Annual air testing, adjustment and balancing services for the following locations listed below and in accordance with the Performance Work Statement (PWS).

NOTE: Total Item pricing is based on itemize quantities and equipment for each given location in the attachment titled "Price Spreadsheet Equipment Listing" in Section D of this contract.

Contract Period: Option 1 POP Begin: 11-01-2024 POP End: 10-31-2025

Annual air testing, adjustment and balancing services for the following locations listed below and in accordance with the Performance Work Statement (PWS).

NOTE: Total Item pricing is based on itemize quantities and equipment for each given location in the attachment titled "Price Spreadsheet Equipment Listing" in Section D of this contract.

Contract Period: Option 1 POP Begin: 11-01-2025 POP End: 10-31-2026

B.6 COVID-19 HEALTH REQUIREMENTS

Employee Physical Health: Contractor's employees are expected to be in good physical health and able to work in patient care areas without risk to the patients. No personnel shall be assigned to this contract who are not in good physical health or pose a risk to patients. Contractor's personnel who acquire a communicable illness shall not perform service under the contract and shall be free of illness before returning to work. All employees will be screened daily upon arriving on the VA Medical Center property, any contract worker complaining of or showing symptoms will be sent away and must quarantine for 14 days (unless they provide a Doctor’s note stating they are able to work and are not contagious).

If a contractor refuses screening, they can be denied access to the facility. 38 C.F.R. § 1.218(a)(1) vests the Secretary or his designee with authority to close facilities or portions of facilities that are under the charge and control of VA to the public. This includes the authority to prohibit contractors from entering VA facilities, if they refuse to undergo screening measures. Additionally, FAR 52.212-4(q) requires contractors to comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under contracts for commercial services and supplies.

The CDC states that employees, including contractors, with symptoms of influenza-like illness at work during a pandemic should leave the workplace. The CDC provides guidance for the workplace which OMB references in their COVID-19 guidance. The CDC recommends that employees who appear to have acute respiratory illness symptoms (i.e. cough, shortness of breath) upon arrival to work, or become sick during the day, should be sent home immediately. Additionally, if the employee is asymptomatic but tests positive, the employee should be sent home immediately. The responsible Contracting Officer must be notified immediately.

It is incumbent upon the contractor to familiarize themselves with the state quarantine rules by visiting the latest information on the web. Suggested sites are listed below.

https://www.va.gov/coronavirus-veteran-frequently-asked-questions/ 36C25921Q0873

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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…