36C26119Q1305-002.docx

36C26119Q1305

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

654-20-1-6093-0002 36C26119Q1305 02-18-2020 Olivia Duarte 559-228-5382 03-04-2020

10:00 AM PST

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno

CA

93721 X X 238220 $16.5 Million N/A X Department of Veterans Affairs VA Sierra Nevada Health Care System 975 Kirman Ave.

Reno

NV

89502 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno

CA

93721

Department of Veterans Affairs FMS-VA-2(101) Financial Services Center

PO BOX 149971

Austin

TX

78714-9971 NOTE 1: Site Visit is scheduled for Tuesday, Feb. 25, 2020 at 10:00 AM PST. Attendees will meet at VA Sierra Nevada Health Care System, 975 Kirman Ave., Reno, NV 89502 Boiler Plant.

Point of Contact: Paul Tiensvold, cell: 775-750-0064 NOTE 2: Offerors shall follow the submission instructions specified in FAR Provisions 52.212-1 and 52.212-2, and their addendums included in theis soliciation. Failure to follow the instructions will result in an unfavorable evaluation and may not be considered for award.

Submit all proposals electronically to:

olivia.duarte@va.gov X Mark Mikus Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C261 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Central California Health Care System 855 M Street, Suite 1020 Fresno CA 93721

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs FMS-VA-2(101) Financial Services 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:

PERFORMANCE WORK STATEMENT

654-20-1-6093-0002 TEST AND BALANCE

*UPDATED 5-7-19 TO INCLUDE THE CORRIDORS IN SPS*

Part 1

General Information

1. General: This is a non-personnel services contract to provide Test and Balance. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the contractor who, in turn is responsible to the Government.

1.1 Description of Services/Introduction: The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform Test and Balance as defined in this Performance Work Statement (PWS) except for those items specified as government furnished property and services. The contractor shall perform to the standards in this contract.

1.2 Background: The VA Sierra Nevada Health Care System (VASNHCS) requires an annual (and quarterly for six rooms/2 SPS corridors) test and balance of the air flows to ensure the various spaces in the hospital are performing within the designed parameters as per the VA Heating, Ventilation, and Air Conditioning (HVAC) Design Manual-2011.

1.3 Objectives: To perform testing, adjusting, and balancing (TAB) on approximately 48 rooms plus two corridors (42 rooms) annually and six quarterly Sterile Processing Service (SPS) rooms/2 corridors (includes annual)) at VASNHCS.

1.4 Scope:

1. General

a. Vendor shall provide a quote for a service contract for a period of one year, with potential renewal for four additional years (option years) to perform testing, adjusting, and balancing (TAB) on approximately 48 rooms and 2 SPS corridors (42 annually and six quarterly (includes annual) – Attachment A) at VASNHCS located at 975 Kirman Ave, Reno, NV 89502.

i. Base year Plus Four Option Years

b. Contractor shall provide all labor, materials, tools, equipment, transportation, specialty services, and supervision required to complete the work indicated.

c. Vendor is encouraged to perform a physical inspection of the areas to be covered by the contract before submitting a quote.

d. The facilities HVAC consist of devices and systems of different vintages, configurations, manufacturers, and installers.

e. The contractor will be required to perform duties with minimal assistance from facility staff.

f. Testing will be in accordance with requirements set forth in the VA HVAC Design Manual-2011 edition (Attachment B); and the latest/most current American Society of Heating, Refrigerating and Air-Conditioning Engineers (ASHRAE) handbook: HVAC applications, Chapter 38, “Testing, Adjusting, and Balancing”; Associated Air Balance Council (AABC) and/or National Environmental Balancing Bureau (NEBB); and industry/manufacturers guidelines.

g. Some work will be performed in areas occupied by patients and staff.

h. Frequencies:

i. Quarterly: = four times per year, +/- 10 days from the last completed. (i.e., October 15, January 15, April 15, July 15. No sooner than the 6th day of the month and no later than the 25th day of the month listed above as an example).

ii. Annually: = once per year, +/- 30 days from the last completed. (i.e., April 15. No sooner than the 30 days prior to and no later than the 30 days after April 15).

i. Work will be limited to the testing and balancing of air system only, water balancing, vibration, and sound testing are not desired.

j. See Attachment A for rooms, locations, and testing frequency.

k. The contractor shall ensure that their personnel comply with all VASNHCS policies to include but is not limited to: parking in the appropriate /authorized spaces, with special consideration to ensure that they are not parking in veteran/patient spaces and smoking (not authorized within the building and if outside, must be at least 35’ from buildings.

2. Qualifications

a. TAB shall be performed in accordance with the requirements of the standard under which TAB agency is certified by either AABC or NEBB for HVAC, water balancing and vibrations and sound testing of equipment.

b. The TAB agency’s certification shall be maintained for the entire duration of the contract. If for any reason, the agency loses subject certification during the contract period, the vendor shall immediately notify the contracting officer (CO) or contracting officer’s representative (COR).

c. Any agency that has been the subject of disciplinary action by either AABC or the NEBB within the past five years preceding the contract award shall not be eligible to perform any work required under the contract.

d. All work performed by the TAB agency shall be considered invalid if the TAB agency loses its certification prior to contract completion, and the successor agency’s review shows unsatisfactory work performed by the predecessor agency.

e. The TAB specialist shall be either a member of AABC or an experienced technician certified by NEBB. The certification shall be maintained for the entire duration of the contract. If, for any reason, the specialist loses subject certification during this period, the CO and/or COR will be notified immediately.

f. Any individual that has been the subject of disciplinary action by either the AABC or the NEBB within the five years preceding contract award shall not be eligible to perform any duties related to this contract.

g. All work performed by the TAB specialist shall be considered invalid if the TAB specialist loses their certification prior to contract completion and must be performed by an approved successor at no cost to the government.

h. All TAB technicians performing actual TAB work shall be experienced and must have done satisfactory work on a minimum of three projects comparable in size and complexity to this project. Qualifications must be certified by the TAB agency in writing. The lead technician shall be certified by AABC or NEBB.

i. Test equipment criteria: The instrumentation shall meet the accuracy/calibration requirements established by AABC National Standards or by NEBB Procedural Standards for Testing, Adjusting, and Balancing of Environmental systems and instrument manufacturer. Provide calibration history of the instruments to be used for TAB purpose.

3. Infection Control:

a. Handwashing: Vendors staff shall wash their hands immediately upon entering a patient room and immediately before exiting a patient room. Washing will be performed with warm water and anti-bacterial soap.

b. Precautionary personal protective equipment (PPE): On occasion, the vendor may need to enter an area with heightened infection control requirements. Vendor will assure the use of appropriate level of PPE for the infection control concern. In the event the appropriate PPE is unclear, vendor shall seek assistance from the COR or medical staff.

c. Dust: The contractor will take reasonable care not to introduce dust/debris into patient care areas. In the event of an accidental release, the contractor will be required to vacuum the impacted area with a high efficiency particulate air (HEPA) filtered vacuum. After the area has been vacuumed, the contractor will wipe down the impacted area with a moist cloth.

4. Safety:

a. Ladders:

i. All ladder use shall comply with 29 CFR 1926 Subpart X.

ii. All portable ladders shall be of sufficient length and shall be placed so that workers will not stretch or assume a hazardous position.

iii. Manufacturer safety labels shall be in place on ladders.

iv. Step ladders shall not be used in the closed position.

v. Top steps or cap of step ladders shall not be used as a step.

vi. Portable ladders, used as temporary access, shall extend at least 3’(0.9m) above the upper landing surface.

vii. In no case shall the length of the ladder be such that ladder deflection under a load would, by itself, cause the ladder to slip from its support.

viii. Ladders shall be inspected for visible defects on a daily basis and after any occurrence that could affect their safe use. Broken or damaged ladders shall be immediately tagged “Do not use”, or with similar wording, and withdrawn from service until restored to a condition meeting their original design.

5. Scope of work:

a. Frequency:

i. The contractor shall perform an annual test of 42 rooms and six SPS rooms quarterly.

b. Vendor shall provide all tools, personnel; transportation and PPE required to perform this work.

c. Vendor will test the supply, exhaust, and return air registers/vents in the rooms/areas listed on the TAB room schedule and assure the quantity of air entering and exiting the area and the differential pressure conforms to the requirements found in the VA HVAC Design Manual-2011 Edition.

i. See Attachment A:

1. SPS requirements found on page 6-72.

2. Surgical suite requirements found on page 6-83.

3. Isolation room requirements found on page 6-91.

4. Bronchoscopy/Endoscopy room requirements found on page 6-93.

d. Due to the patient care requirements of the facility, the vendor may be required to perform TAB work during non-business hours and/or on weekends.

e. Procedures:

i. All work will be performed in accordance with AABC National Standards or by NEBB Procedural Standards unless superseded by the requirements provided in the VA HVAC Design Manual-2011 Edition.

ii. Before starting TAB activity, the vendor shall inspect the supporting air handling unit for proper operation. Filters and coils shall be inspected for obstructions, damage, and proper installation. In addition, the vendor shall confirm the filters meet the requirements for the intended application. The government shall be responsible for providing and installing filters, if required.

iii. The vendor will perform a pre-adjustment inspection to include measurement of room supply, return, and exhaust pressure differential. This data will be submitted with the final TAB report.

iv. The vendor will perform adjustments on the air supply, return, or exhaust to achieve the appropriate number of air exchanges and differential pressures. All adjustments will be performed with doors and windows closed, unless otherwise indicated by AABC National Standards or by NEBB Procedural Standards.

v. Whenever possible, air change rates shall be set to the requirements set forth in the VA HVAC Design Manual-2011 Edition plus 20%. (For example, a room requiring 20 air changes per an hour would be adjusted to provide 24 air changes per hour.)

vi. Whenever possible, the differential pressures requirement will be set per the requirements of the VA HVAC Design Manual-2011 Edition plus 50%. (For example, a room requiring a positive differential pressure of 0.01 inches of water would be adjusted to obtain a pressure of 0.015 inches of water.)

vii. Upon completion of the TAB, the vendor will measure the static pressure output of the associated air handler at the nearest accessible point closest to the air handler.

f. The contractor will not have any access to Government computers or systems. The Certification and Accreditation requirements do not apply and that a Security Accreditation Package is not required.

6. Deliverables:

a. The vendor will submit all raw data to the COR upon completion of each TAB visit.

b. Within 30 calendar days of completion of the TAB inspection, the vendor will provide a certified TAB report to the COR. The TAB report will consist of air exchanges, room pressures, and pressure relationships with adjoining rooms, to include: initial measurements, final measurements, annotations regarding adjustments, and differential pressure measurements. Vendor will also provide a list of problems or concerns generated during TAB activities. The problem and concern list will be a stand-alone document and will not be a part of the official TAB report. The TAB report will also contain drawings indicating space CFM, pressure differential and “air flow patterns”. In addition to the building, floor and room number, the TAB report will also indicate the room function (OR, Sterile Processing, Decontamination, Morgue, etc.,)

i. The vendor will provide one binder containing all TAB data.

ii. Vendor will provide one digital video disk (DVD) or compact disk (CD) containing all test data in .pdf format. Disk will be write protected and labeled.

iii. Vendor shall maintain all test data in a safe, off-station location for a minimum period of one year.

7. Records Management:

a. Applicability: This clause applies to all contractors whose employees create, work with, or otherwise handle Federal records, as defined in section B, regardless of the medium in which the record exists.

b. Definitions: “Federal Record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

i. The term Federal record:

1. includes VA records.

2. does not include personal materials.

3. applies to records created, received, or maintained by contractors pursuant to their VA contract.

4. may include deliverables and documentation associated with deliverables.

c. Requirements:

i. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. Chapters. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

ii. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

iii. In accordance with 36 CFR 1222.32, the contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

iv. The VA Sierra Nevada Health Care System (VASNHCS) and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of VASNHCS or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701.

v. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, the contractor must report to VASNHCS. The agency must report promptly to NARA in accordance with 36 CFR 1230.

vi. The contractor shall immediately notify the appropriate Contracting Officer (CO) upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the contract documents. The contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to VASNHCS control or the contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the CO or address prescribed in the contract documents. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

vii. The contractor is required to obtain the CO's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The contractor (and any sub-contractor) is required to abide by Government and VASNHCS guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

viii. The contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with VASNHCS policy.

ix. The contractor shall not create or maintain any records containing any non-public VASNHCS information that are not specifically tied to or authorized by the contract.

x. The contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the FOIA.

xi. VASNHCS owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which VASNHCS shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

xii. Training. All contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take VHA-provided records management training. The contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

D. Flow down of requirements to Subcontractors

1. The contractor shall incorporate the substance of this clause, its terms and requirements including this paragraph, in all subcontracts under this contract document, and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the contractor.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ANNUAL AND QUARTERLY (SPS ROOMS)

TESTING, ADJUSTING, AND BALANCING

FOR 48 CONTROLLED PRESSURE ROOMS

AS PER THE PERFORMANCE WORK STATEMENT.

Contract Period: Base POP Begin: 03-09-2020 POP End: 03-08-2021

ANNUAL AND QUARTERLY (SPS ROOMS)

FOR 48 CONTROLLED PRESSURE ROOMS

AS PER THE PERFORMANCE WORK STATEMENT.

Contract Period: Option 1 POP Begin: 03-09-2021 POP End: 03-08-2022

ANNUAL AND QUARTERLY (SPS ROOMS)

FOR 48 CONTROLLED PRESSURE ROOMS

AS PER THE PERFORMANCE WORK STATEMENT.

Contract Period: Option 2 POP Begin: 03-09-2022 POP End: 03-08-2023

ANNUAL AND QUARTERLY (SPS ROOMS)

FOR 48 CONTROLLED PRESSURE ROOMS

AS PER THE PERFORMANCE WORK STATEMENT.

Contract Period: Option 3 POP Begin: 03-09-2023 POP End: 03-08-2024

ANNUAL AND QUARTERLY (SPS ROOMS)

FOR 48 CONTROLLED PRESSURE ROOMS

AS PER THE PERFORMANCE WORK STATEMENT.

Contract Period: Option 4 POP Begin: 03-09-2024 POP End: 03-08-2025

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

(End of Clause)

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

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years plus 6 months.

(End of Clause) C.4 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (OCT 2019)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business status and their proposed use of eligible service-disabled veteran-owned small businesses (SDVOSBs) and veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be registered and verified in the Vendor Information Pages (VIP) database.

(c) Non-Veteran offerors proposing to use SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be registered and verified in the VIP database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.5 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more SDVOSBs or VOSBs for subcontract work of the same or similar value.

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause) C.6 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-6 Notice of Total 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.7 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract 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 compliance with the subcontracting commitments.

(End of Clause)

C.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the…