36C25922Q0269.docx

36C25922Q0269

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.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C25922Q0269 05-03-2022 Frankie Emler 918.577.3923 05-09-2022 15:00

CDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401 X X 541990 $22 Million N/A X Department of Veterans Affairs Jack C. Montgomery VA Medical Center 1011 Honor Heights Drive Muskogee OK 74401 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Domestic Water Disinfection Service (Hyperchlorination) Place of Performance:

Jack C. Montgomery VA Medical Center 1011 Honor Heights Drive Muskogee, OK 74401.

Respond to Solicitation: Email Frances.Emler@va.gov by date and time in block 8.

Evaluation of Solicitation:

1. Price.

2. Provide Limitations on Subcontracting certificate of compliance (See VAAR 852.219-77).

See CONTINUATION Page X X Lance Davis

NCO1616L2-5045

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C259

Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

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

3. INVOICES: Invoices shall be submitted in arrears:

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

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PERFORMANCE WORK STATEMENT (PWS)

PERFORMANCE WORK STATEMENT

Domestic Water Disinfection Service (Hyperchlorination) Jack C. Montgomery VA Medical Center Muskogee, OK 74401

PURPOSE: Jack C. Montgomery VA Medical Center requires a contractor to provide Domestic Water Disinfection Service (hyperchlorination) for 558 faucets, including cold water distribution system and hot water distribution system, and Legionella Water Management Safety Plan, so that Jack C. Montgomery VA Medical Center has access to safe potable water in all water distribution systems absent of high levels of legionella as a result of satisfactory services. In accordance with this PWS, in a cost effective, safe, efficient and secure manner for the VA and in support of the VA Mission.

This is a non-personal services contract. The Contractor, its employees, agents and subcontractors shall not be considered VA employees for any purpose of fulfilling the PWS and shall be considered employees of the Contractor. Contractor shall furnish all labor, materials, parts, equipment, tools, shipping, transportation, insurances, licenses, certifications and supervision necessary to provide services in accordance with this Performance Work Statement (PWS). The Contractor is responsible for all charges and fees related to disposal. 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. Contractor and trained personnel must adhere to all state, local and federal guidelines and regulations regarding this requirement.

LOCATION: Jack C. Montgomery VA Medical Center, 1011 Honor Heights Dr, Muskogee OK 74401, Building 53 TASKS and REQUIREMENTS: The Contractor must perform the tasks and requirements for services, during the applicable period of performance, and within the constraints of this PWS and the terms and conditions of this contract.

Contractor must comply with ASHRAE Standard 188 and “VHA Directive 1061”, dated 2021, and any future updates of this Directive, during the performance of services on this contract. This includes maintaining compliance with related supplemental information such as the document titled “Requirements in VHA Directive 1061 for Detection of Legionella in Environmental Samples”, dated 2021.

Contractor Qualifications must be maintained for the life of the contract: EHS P4 Certified (Professional, Pathogen, Protection and Performance) program.

Contractor must perform Domestic Water Disinfection Service (hyperchlorination) for 558 faucets including the following Water Systems:

Cooling Tower Water Systems, Potable Water Services (scope is limited to potable cold mains/distribution, potable hot water systems/distribution, and up to the hot and cold-water outlets or point-of-use), Other “At Risk” Water Systems (as applicable, systems are limited to Decorative Water Features, Evaporative Swamp Coolers, Fire Suppression Water Systems, Hose Bibbs, Spray Stations, Utility Fixtures, HVAC Air Handler Units, Ice Machines, Irrigation Water Systems, Plumbed Drinking Water Fountains, Plumbed Emergency Eyewashes & Showers, Recirculated Bathing Tubs, Recreational Swimming Pools, Spas & Jacuzzis, Water Misters) Within 24 hours of award the Contractor must communicate with local POC and coordinate written tasks and responsibilities in a step-by-step manner so that the Purpose of this PWS may be achieved. The VA anticipates the following steps will occur during this service and as part of the Contractor’s responsibility as an industry Professional. Any changes to this must be approved in writing by the local POC.

COLD WATER DISTRIBUTION PROTOCOL

1. Chlorine is injected into the cold-water distribution system at a point closest to the incoming water source.

2. Sufficient chlorine is added to achieve a free chlorine residual of at least 2 mg/L, preferably up to 5 mg/L, throughout the system. All outlets are flushed until chlorine odor is detected. Chlorine residual is verified at several distal outlets to verify free chlorine residual achieved and documented. Chlorine levels are maintained for at least two hours, preferably overnight for 8-hours, or up to 24 hours.

3. Chlorine is added to any water storage tanks to achieve 20 to 50 mg/L and is maintained for 1 to 2 hours. Chlorine residual is measured to verify free chlorine residual achieved and documented.

4. The system is then drained and flushed with fresh water.

HOT WATER DISTRIBUTION PROTOCOL

1. Chlorine is injected into the hot water distribution system at a point closest to the incoming water source.

2. Sufficient chlorine is added to achieve a free chlorine residual of at least 2 mg/L, preferably up to 5 mg/L, throughout the system. All outlets are flushed until chlorine odor is detected. Chlorine residual is verified at several distal outlets to verify free chlorine residual achieved and documented. Chlorine levels are maintained for at least two hours, preferably overnight for 8-hours, or up to 24 hours.

3. Chlorine is added to any water storage tanks to achieve 20 to 50 mg/L and is maintained for 1 to 2 hours. Chlorine residual is measured to verify free chlorine residual achieved and documented.

4. After the holding period is completed, hot water is flushed through the distribution system to achieve at least 2 mg/L, preferably up to 5 mg/L, throughout the system and outlets flushed as described above in step

5. The systems is then drained and flushed with fresh water.

6. Contractor will test 23 samples within 7 days following the hyper-chlorination.

The Contractor must use a laboratory certified by the Centers for Disease Control and Prevention (CDC) Environmental Legionella Isolation Techniques Evaluation (ELITE) Program as proficient at erforming the culture of Legionella from environmental samples. Legionella (coliform) test sampling must meet the following criteria:

a. Conform to the Theoretical Detection Limits in ISO 11731 Method of 10,1 or 0.1 CFU/mL.

b. The vender shall supply Electronic Reporting and Trending.

c. The vendor shall supply Interim Reports at 3 – 5 Days.

d. The vendor shall supply Final Reports at 10 – 14 Days.

e. The vendor shall be laboratory CDC-ELITE Certified.

f. The vendor must report Analytical findings by:

(1) Total Legionella,

(2) L. pneumophilia SG1,

(3) L. pneumophilia SG2-14,

(4) Other Legionella Species,

(5) Florescent Legionella

g. The vendor must provide storage capabilities regarding positive legionella tests for at least three years

h. The vendor providing service shall live within 50miles of Jack C Montgomery Medical Center.

i. Legionella testing analysis will include the culture, identification and enumeration of Legionella species and serotyping including Legionella pneumophila (serogroups 1-15), L. dumoffii, L. micdadei, L. bozemanii (serogroup 1), L. longbeachae (serogroups 1, 2), L. jordanis, L. feeleii (serogroup 1), L. gormanii, L. wadsworthii, L. hackeliae, L. maceachernii, L. oakridgensis, L. cherrii, L. sainthelensi, L. anisa, L. parisiensis, L. spiritensis, L. jamestownensis, L. steigerwaltii, L. rubrilucens, L. erythra, L. donoldsonii and any other species.

j. The laboratory will provide a report indicating the analytical results for each sample submitted.

k. Results will be calculated in terms of colony forming units (CFU).

l. All samples shall be properly preserved, and protocol records kept for final QA/QC.

m. The laboratory should also have environmental microbiology accreditation by a nationally recognized accrediting body (e.g., EMLAP, NELAP).

n. The vendor shall provide all sampling materials to VA personnel and provide all labor, testing equipment, laboratory analysis facilities, and supervision necessary to complete a hyperchlorination and Legionella sampling following remediation.

Health and Safety. The vendor’s service technicians shall be trained under a standardized EHS P4 Certified (Professional, Pathogen, Protection and Performance) program, which emphasizes safety and proper protocol. The vendors service technicians shall be trained per OSHA guidelines in proper use of PPE, fall protection, confined space entry, and lock-out-tag-out (LOTO). Safety is priority one to ensure a safe working environment.

General Disinfection Process. The following outlines the general protocol for the disinfection of domestic water systems. Certain modifications may be required depending on system access, design, operation, or the like. All stages in the disinfection process shall require assistance from the Customer such as an engineer who is fully conversant with the system.

Stage I: Safety Considerations & flushing the Hot water system Prior to Injection of Sodium Hypochlorite

(a) Customer is responsible for labeling, or taping off, all distal points to prevent accidental usage of hyper-chlorinated water during the disinfection.

(b) All equipment that will come into contact with the hyper-chlorinated water, such as ice machines, dishwashers, and refrigerators, should be disconnected not less than 2 hours prior to the scheduled start time.

(c) Hold a brief preliminary meeting/discussion between the vendor & personnel to review the domestic water disinfection process, and review responsibilities of both parties.

(d) The vendor & VA personnel participating in the disinfection will attend a preliminary meeting to address safety protocol, and sampling responsibilities immediately before the disinfection process begins.

(e) The above meetings may occur successively depending on the scope of work and logistical considerations.

(f) Customer is responsible for shutting down the hot water system (HWS) in Building 53 and flushing the HWS of building 53.

Stage II: Injection of Sodium Hypochlorite into the System

(a) After the safety briefing, the vendor to perform chlorination disinfection services must utilize NSF approved disinfection chemicals for potable water such as Nalco 7360 or 7341. Sodium hypochlorite will be injected into the system at a predetermined location. The appropriate valves should be closed to isolate the system and prevent hyper-chlorinated water from reaching other areas of the system.

(b) During injection, a predetermined distal point, preferably furthest location downstream of the injection point, will be monitored to ensure a ≥ 200 PPM free chlorine residual is present. At that point other distal points will be sampled by predetermined teams using digital colorimeters and test strips to ensure the specified concentration of ≥ 200 PPM is present. Free chlorine levels at all distal points sampled will be recorded and documented.

(c) All chlorine readings will be logged on a spreadsheet with time tested. Distal sites will also be spot checked for chlorine readings using a digital colorimeter.

Stage III: Holding Period Once appropriate free chlorine residuals have been measured and recorded at each distal point, the system will remain charged for a period ≥ 2 hours.

Stage IV: System Flush

(a) After the 2-hour holding period is complete, the system will be flushed by opening each distal point and or dumping a common trunk until free chlorine residual is roughly equal to that of the domestic water makeup.

(b) Using aforementioned methods, each distal point will again be tested for free chlorine residual which will be logged along with the respective location, concentration of free chlorine, and time sampled, to ensure the system has been thoroughly flushed.

4. The Customer shall: provide personnel fully conversant with the system and its operation to advise the vendor of and execute the following:

a. VA to provide 10-15 personnel fully conversant with the system to perform basic chlorine measurements using test strips and flushing of outlets for the duration of the project.

b. Labeling, or taping off, all distal points to prevent accidental usage of hyper-chlorinated water during the disinfection.

c. Disconnect all appliances/equipment connected to the domestic water service that should not be exposed to the hyper-chlorinated water, such as ice machines, dishwashers, and refrigerators, not less than 2 hours prior to the scheduled start time.

d. Facilitate a brief preliminary meeting/discussion between the vendor & personnel to review the domestic water disinfection process, and review responsibilities of both parties.

e. Provide safe unrestricted access to the system(s) for the duration of the service.

f. Provide parking and off-loading facilities in close vicinity of the systems.

g. Provide supervision for site requirements and Lock-out-Tag-out procedures.

h. Provide advice of operational requirements of the facility that may affect ability to conduct work in a safe and effective manner.

i. Provide assistance to isolate the domestic water system.

j. Remove and clean any system strainers or screens after completion of the service.

k. Provide a 15A 110V 60 Hz single-phase electrical supply within 100 feet of the injection point.

5. The vendor will test 21 outlets for the presence of L. pneumophilia within 7 days following the hyperchlorination.

HOURS OF WORK: Services must be scheduled for Saturday, at the location identified herein. VA Engineers, VA Plumbing and VA Safety departments will be on site to assist in hyperchlorination. VA is anticipating a minimum 12-hour process for contractors to perform flushing, adding, disinfection, etc. VA will be responsible for disconnections, reconnections and assistance to the contractor with flushing and some assistance to the contractor with measurements.

FEDERAL HOLIDAYS: Federal holidays are any calendar days designated by statute or executive order as federal holidays, and as presented on the OPM website for the respective year in which services are to be performed. Refer to U.S. Office of Personnel Management, at OPM.gov. Federal holidays consist of New Year's Day, Martin Luther King Jr's birthday, President's Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving and Christmas. 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.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Domestic Water Disinfection Service (Hyperchlorination), in accordance with the PWS.

POP Begin: 05-15-2022 POP End: 07-14-2022 PRINCIPAL NAICS CODE: 541990 - All Other Professional, Scientific, and Technical Services PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Coliform (Legionella) Sampling, in accordance with the PWS.

POP Begin: 05-15-2022 POP End: 07-14-2022 PRINCIPAL NAICS CODE: 541990 - All Other Professional, Scientific, and Technical Services PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

B.4 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 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.

B.5 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 Oklahoma’s state quarantine rules by visiting the latest information on the web. Suggested sites are listed below.

https://oklahoma.gov/covid19.html

B.6 VHA SUPPLEMENTAL CONTRACT REQUIREMENTS FOR COMBATTING COVID-19

VHA Supplemental Contract Requirements for Combatting COVID-19

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

a. Documentation requirements:

1) If fully vaccinated, contractors 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.

2) If unvaccinated, contractors 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 that includes an affiliated telehealth service.

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.

1. For service contracts: Contractor agrees to comply with VHA Supplemental Contract Requirements for any orders issued prior to this modification when performance has already commenced.

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor.

(ii) Invoice date and number.

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

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

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

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

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

(viii) Name, title, and phone number of people 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) Contractors point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause) C.3 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.

(End of Clause) C.4 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

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

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

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

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

(End of Clause) C.5 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (SEP 2021) (DEVIATION)

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

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

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

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