Solicitation 36C25922Q0057 Chiller PMs OKCVAHCS.pdf

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 77

36C25922Q0057 11-18-2021

Douglas Buffington 918.577.3012 11-29-2021

10:00 CST

36C259

Department of Veterans Affairs

Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300

Greenwood Village CO 80111

X 100

X

238220

$16.5 Million

N/A

X

Department of Veterans Affairs

Oklahoma City VA Health Care System and Fort Sill Lawton Clinic, see addresses listed below in PWS

36C259

Department of Veterans Affairs

Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300

Greenwood Village CO 80111

Department of Veterans Affairs

Financial Service Center

PO Box 149971

Austin TX 78714-9971

See CONTINUATION Page

Chiller Preventative Maintenance Services supporting

OKCVAHCS and Lawton Clinic per the PWS

The Offeror in Block 17a certifies it remains a small business for the size standard set for this procurement and it has status as an SDVOSB concern, recognized as valid by

Center for Verification and Evaluation (CVE) in VIP.

Site Visit information is in SECTION E, Addendum to FAR

52.212-1 INSTRUCTIONS TO OFFERORS

Instructions on posing questions are provided in SECTION E, Addendum to FAR 52.212-1 INSTRUCTIONS TO OFFERORS

First services are required no later than 31 December 2021

(First Quarter FY 2022)

See CONTINUATION Page

X

Monica Gary

Contracting Officer

X

36C25922Q0057

Table of Contents

SECTION A ............................................................................................................ Error! Bookmark not defined.

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS Error! Bookmark not defined.

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 PERFORMANCE WORK STATEMENT (PWS)

SECTION C - CONTRACT CLAUSES

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

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

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

C.4 52.223-99 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF

COMMERCIAL ITEMS (APR 2020)

C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE

(JUL 2018)

C.8 VAAR 852.228-71 INDEMNIFICATION AND INSURANCE (MAR 2018)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021) (JUL 2020) (DEVIATION)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 PRICE SCHEDULE

D.2 WAGE DETERMINATIONS

D.3 VHA DIRECTIVE 1193 DATED 8/13/2021

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (SEP 2021)

E.2 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS

E.3 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (OCT 2020)

E.4 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

E.5 52.237-1 SITE VISIT (APR 1984)

E.6 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

E.7 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.8 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS

(FEB 2021) (JUL 2020) (DEVIATION)

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 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:

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly [X]

b. Semi-Annually []

c. Other []

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.

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:

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Oklahoma City VA Health Care System per the PWS and the Price Schedule List attached at SECTION D Contract Period: Base POP Begin: 12-01-2021 POP End: 11-30-2022

0002 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Fort Sill VA Clinic, Lawton, Oklahoma per the PWS and the Price Schedule List attached at SECTION D Contract Period: Base POP Begin: 12-01-2021 POP End: 11-30-2022

1001 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Oklahoma City VA Health Care System per the PWS and the Price Schedule List attached at SECTION D Contract Period: Option 1 POP Begin: 12-01-2022 POP End: 11-30-2023

1002 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Fort Sill VA Clinic, Lawton, Oklahoma per the PWS and the Price Schedule List attached at SECTION D Contract Period: Option 1 POP Begin: 12-01-2022 POP End: 11-30-2023

2001 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Oklahoma City VA Health Care System per the PWS and the Price Schedule List attached at SECTION D Contract Period: Option 2 POP Begin: 12-01-2023 POP End: 11-30-2024

2002 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Fort Sill VA Clinic, Lawton, Oklahoma per the PWS and the Price Schedule List attached at SECTION D Contract Period: Option 2

POP Begin: 12-01-2023 POP End: 11-30-2024

3001 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Oklahoma City VA Health Care System per the PWS and the Price Schedule List attached at SECTION D Contract Period: Option 3 POP Begin: 12-01-2024 POP End: 11-30-2025

3002 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Fort Sill VA Clinic, Lawton, Oklahoma per the PWS and the Price Schedule List attached at SECTION D Contract Period: Option 3 POP Begin: 12-01-2024 POP End: 11-30-2025

4001 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Oklahoma City VA Health Care System per the PWS and the Price Schedule List attached at SECTION D Contract Period: Option 4 POP Begin: 12-01-2025 POP End: 11-30-2026

4002 1.00 JB __________________ __________________

Chiller Preventative Maintenance at Fort Sill VA Clinic, Lawton, Oklahoma per the PWS and the Price Schedule List attached at SECTION D Contract Period: Option 4 POP Begin: 12-01-2025 POP End: 11-30-2026

GRAND TOTAL __________________

B.3 PERFORMANCE WORK STATEMENT (PWS)

Provide Chiller Preventive Maintenance Service in accordance with terms and conditions stated within this Performance Work statement (PWS).

GENERAL INFORMATION

Oklahoma City VA Health Care System requires a multi-year, contracted scheduled preventive maintenance

(PM) service as specified herein for all equipment listed. All labor, travel, replacement parts and material required to maintain equipment listed are included in the total cost of the maintenance service agreement, excluding the replacement parts: batteries; air filters; and full bank capacitor replacement where applicable.

LOCATION:

Oklahoma City VA Health Care System, 921 NE 13th St, Oklahoma City, OK 73104

Lawton VA Outpatient Clinic, 4303 Pitman Street, Fort Sill, OK 73503

CHILLER INVENTORY AND LOCATION:

Oklahoma City Campus:

1. York 1000 Ton Chiller

Model #: YKKPK4H9

Serial #: SEWM-591880

2. York 1000 Ton Chiller

Model #: YKKPK4H9

Serial #: SEWM-591730

3. York 600 Ton Chiller

Model #: YKGQEP8

Serial #: SAXM-831760

4. York 600 Ton Chiller

Model #: YKGQEP8

Serial #: SAXM-831910

5. Carrier 160 Ton Chiller

Model #: 30HXA161RZE661KA

Serial #: 5105Q05873

6. Carrier 160 Ton Chiller

Model #: 30HXA161RZE661KA

Serial #: 5105Q05874

7. York 50 Ton Chiller

Model #: YCAL0080SC46XAA

Serial #: RCJM4480AA

Lawton Outpatient Clinic:

8. Trane 100 Ton Chiller

Model #: RTAA1004XFO1A1COB

Serial #: U94K24511

INSPECTION SERVICES:

a. General:

i. Contractor shall provide scheduled quarterly and annual preventive maintenance services of chillers and associated equipment as specified within all updated manufacturer specifications and requirements.

ii. Chillers are located on the two campuses identified above.

iii. Contractor shall provide all labor, materials, and equipment necessary for protection of VAMC 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. Contractor must have adequate insurance protection against negligent work and other forms and follow all federal, state, local regulations related to this requirement.

iv. 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. Deliverables and Performance:

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

1st Quarter: October thru December of contract year.

2nd Quarter: January thru March of contract year.

3rd Quarter: April thru June of contract year.

4th Quarter: July thru September of contract year.

Note: Annuals shall occur in 1st or 2nd quarter and the same quarter of each following option year (if exercised).

ii. Provide documents of completed inspections and results.

iii. Maintenance Procedures for York 1000 Ton (2 ea.) & 600 Ton (2 ea.)

Chillers:

1. Quarterly Inspection and PM:

a. Check chilled water temperature and pressure

b. Check condensing water temperature and pressure

c. Print/paper of operating conditions log.

d. Check for proper water flow

e. Check oil heater

f. Check operation of purge (if applicable)

g. Check for unusual noise and vibration

h. Check with appropriate customer representative for operational deficiencies

i. Check refrigerant charge

j. Check compressor oil level(s)

k. Visually inspect for refrigerant and oil leaks

l. Check surface condenser and hot well

m. Check condensate pump and starter (if applicable) and lubricate bearings as required

n. Check overall condition of unit

o. Clean area around equipment

p. Check capacity control and linkage.

2. Annual Inspection and PM (perform in addition to quarterly):

a. Change oil filter(s)

b. Inspect starter

c. Check oil heater

d. Check drive coupling

e. Lubricate motor bearings

f. Check safeties

i. Verify drive alignment.

j. Change purge filter(s) (if applicable)

k. Reset purge counter (if applicable)

m. Check and tighten electrical connections.

n. Check operating controls.

p. Check speed increaser (if applicable)

q. Conduct refrigerant leak check

t. Conduct visual inspection of condenser tubes (head to be removed by contractor)

3. Annual Chiller Tube Brushing and Oil Analysis:

Chiller Tube Brushing-

a. Mechanically brush tubes

b. Replace head

c. Clean area around equipment

d. Remove head (head to be removed by Contractor)

e. Isolate tubes

f. Drain water from tubes

g. Replace gasket

Oil Analysis-

a. Remove sample in approved container

b. Label and complete paperwork indicating present operating conditions

c. Send for analysis and provide results

iv. Maintenance Procedures for Carrier 160 Ton (2 ea.), Trane 100 Ton (1 ea.), and York 50 ton (1 ea) Chillers:

1. Operating Season Inspections (Quarterly):

a. Check general condition and operation

b. Print/paper of operating conditions log

c. Adjust operating controls if required

d. Check for proper oil level and refrigerant charge

e. Check the oil temperature and compressor heater

f. Inspect starter, relays and controls

g. Inspect the air-cooled condenser fans and motor operations

h. Remove debris from inside and around the unit.

i. Review operating procedures and owner’s log with operator

2. Annual Start up inspection and PM (estim 2nd Qtr, in addition to quarterly):

a. Check auxiliary equipment operation

b. Check refrigerant levels

c. Perform oil analysis

d. Check the compressor heater, oil temperatures and lube system

e. Check and test all operating and safety controls

f. Check for proper voltage and starter operation

g. Start the chilled and condenser water pumps where applicable

h. Start the unit and calibrate controls and transducers

i. Check the proper settings for sub cooling and super heat

j. Check the crankcase heater where applicable

l. Inspect condensing coils for blockage and clean lines

m. Inspect and tighten electrical connections

n. Check the fan and fan motor operation after start up

3. Annual Shutdown inspection and PM (estim 1st Qtr, in addition to quarterly):

a. Meggering and record motor winding resistance

b. Change oil filter where applicable

c. Check oil level in lube system; add additional oil as required and conduct an oil acidity test

d. Conduct a leak check; correct leaks; add refrigerant as necessary

e. Change the filter-dryer

f. Check the crankcase heater for proper operation

g. Tighten power wiring on contactors and in the motor terminal box

h. Clean all contactors and recommend replacement if needed

i. Check all relays, operating controls and safeties

j. Check and calibrate all controls, safeties, unloaders, and external interlocks

k. Clean condenser coil

l. Check suction and discharge compressor valves where applicable

SCHEDULING ARRANGEMENTS: Except by special alternative arrangement, scheduled work will be performed only during VAMC’s normal working hours (8:00 a.m. to 4:30 p.m. Monday through Friday excluding federal holidays). Contractor shall schedule all work within 1 week of contract award, approved by VA HCS

COR. Vendor shall provide at least two weeks’ notice to the Contracting Officer’s

Representative (COR) prior to performing the work. Work cannot be scheduled during heavy cooling load periods. Only one chiller at a time can be out of service for the inspection, testing, and calibration 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 Boiler Plant staff. Due to heightened security requirements, the contractor and/or contractor’s authorized service representative will be required to wear an ID Badge which will be signed for upon arrival and turned in when leaving.

4. 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, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas.

5. DOCUMENTATION: Contractor shall provide the VA HCS with individual service reports, which describes the inspection services performed on the equipment.

a. Provide complete written report of the inspection fully describing all tests performed, all findings, and recommendations. The report shall contain copies of York and Carrier 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, during the inspection visit.

6. Authority to Make Changes 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.

7. Safety and Compliance

The Contractor must perform services in accordance with:

a) local, state and federal Occupational Safety and Health guidelines and legislation, which includes

Occupational Safety and Health Administration (OSHA).

b) local, state and federal guidelines and legislation, as well as VA Medical Center Directives and guidelines, relating to chemicals and usage of chemicals.

c) local, state and federal Fire and Safety legislation and guidelines, to include VA Medical Center directives and legislation on Fire and Safety, as well as the latest published edition of NFPA-99

(Health Care Facilities Code); and

d) 29 CFR 1910.132, Personal Protective Equipment.

The contractor is also responsible for immediately notifying the local VA Local POC at the first instance a safety issue or risk is identified during the Service.

8. Remedy or Rework

Rework or Remedy is defined as performing the Service again until the Purpose of this PWS is achieved in full.

This involves less than Satisfactory Service by the Contractor and as noted by the local VA POC.

Rework or Remedy must occur within 3 business days of the notice of the rework or remedy requirement from the local VA POC and at no additional cost to the Government.

Inspection and Acceptance of Services: The Government reserves the right to inspect in accordance with this PWS and the Contract. The only individual authorized to officially accept services is the local

VA POC. While inspection of services may be delegated by the local VA POC and a shared responsibility with departmental management staff, the local VA POC is ultimately the only authorized individual to approve and accept services on behalf of the VA.

9. Medical Center Policies

Each VA Medical Center has policies that are updated from time to time. The local VA POC can provide more detailed information to the contractor of these upon commencement of the contract and throughout the term of the contract, as needed, especially policies and constraints regarding parking, possession of weapons, cell phone use and photography as well as smoking on VA property. Violations of such policies may result in individual fines or citation answerable in the United States (Federal) District Court.

10. 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’s quarantine rules by visiting the latest information on the web.

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 52.223-99 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors.

ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL

CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause -

United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID

Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal

Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor workplace locations published by the Safer Federal Workforce Task Force (Task Force

Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

(End of clause)

VHA Supplemental Contract Requirements for Ensuring Adequate COVID-19 Safety Protocols for Federal

Contractors as shown below is hereby incorporated into the scope of work for the subject contract.

VHA Supplemental Contract Requirements for Ensuring Adequate COVID-19 Safety Protocols for

Federal Contractors

1. Contractor employees who work in or travel to VHA locations must comply with the following:

a. Documentation requirements:

1) If fully vaccinated, shall show proof of vaccination.

i. NOTE: Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination Record Card (CDC Form

MLS-319813_r, published on September 3, 2020), or a copy of medical records documenting the vaccination.

https://www.saferfederalworkforce.gov/contractors/

2) If unvaccinated and granted a medical or religious exception, shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the

Food and Drug Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the-counter test.

3) Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by Contracting Officer Representatives (CORs) or other hospital personnel.

4) Documentation will not be collected by the VA; contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

2. Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the COVID-19 Screening Tool. Check regularly for updates.

a. Contractor employees who work away from VA locations, but who will have direct contact with VA patients shall self-screen utilizing the COVID-19 Screening Tool, in advance, each day that they will have direct patient contact and in accordance with their person or persons who coordinate COVID-19 workplace safety efforts at covered contractor workplaces. Contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

3. Contractor must immediately notify their COR or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA

Facilities.

C.5 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)

FAR

Number

Title Date

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

JAN 2011

52.228-5 INSURANCE—WORK ON A GOVERNMENT

INSTALLATION

JAN 1997

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS JUN 2013

https://www.va.gov/covid19screen/ https://www.va.gov/covid19screen/

52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,

EQUIPMENT, AND VEGETATION

APR 1984

52.243-1 CHANGES—FIXED PRICE ALTERNATE I (APR 1984) AUG 2018

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-

TIER SUBCONTRACT AWARDS

JUN 2020

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

852.242-71 ADMINISTRATIVE CONTRACTING OFFICER OCT 2020

C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION

OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

Obtaining Bonds.

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[X] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

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 assisting the Contracting

Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4,…