36C26122Q0091_1.docx

36C26122Q0091

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

36C26122Q0091 12-06-2021 Luis Gonzalez 775-785-7261 12-17-2021

4:00 PM

PST

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Sierra Nevada Health Care System 975 Kirman Avenue Reno

NV

89502-2597 X X 339112 1000 Employees N/A X Department of Veterans Affairs VA Palo Alto Health Care System 6505 S. Manthey Rd French Camp

CA

95231 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Sierra Nevada Health Care System 975 Kirman Avenue Reno

NV

89502-2597

Department of Veteran Affairs FMS-VA-2(101) Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page The RFQ is for a customized overhead track system for rehabilitation purposes and installation.

Please fill in the unit prices and complete the required information items in Section B.2 "Price Cost Schedule".

Please fill in the delivery time in terms of numbers of days after receipts of order in Section B.3 "Delivery Schedule".

Please send information to luis.gonzalez5@va.gov Complete block 17 above and identify the DUNs number.

See CONTINUATION Page X Luis Gonzalez 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 Luis Gonzalez Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Sierra Nevada Health Care System 975 Kirman Avenue Reno NV 89502-2597

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 Veteran 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:

Page 1 of Page 1 of VA Palo Alto Health Care System 3801 Miranda Ave Palo Alto, CA 94304 Construction Project: STK-CBOC, Customized Product & Installation of Oval Aluminum Track System for PT/OT Rooms with accessories Transaction Number: 640-22-1-529-0007 (was 640-21-3-529-0048)

STATEMENT OF WORK

1.0 GENERAL SCOPE

The Veterans Health Administration (VHA) has a requirement for Oval-Shape custom Track System for VA Palo Alto healthcare System, in a new Outpatient Clinic at French Camp, CA in San Joaquin County.

Awarded contractor will provide and install Oval-Shape overhead track system for the new CBOC, VA Stockton (currently under construction) located in the Therapy Gym room to assist Veterans and Physical Therapists to freely move about during rehabilitation training.

This requirement shall include product, delivery, shipping, and installation, design integration, pre-construction services, and post-construction services. Services required for custom Track System includes Aluminum Tracks, Seam Covers for the track, Alignment Connectors for the track, End Stop, Trolleys, Harnesses, lanyards, and above ceiling structural support systems.

The contractor shall provide all labor during regular business hours, materials, equipment, transportation, and supervision necessary to complete installation and delivery of the equipment.

2.0 PERFORMANCE REQUIREMENTS

Associated design/drafting, structural engineering, project management, and installation services shall be provided by the awarded Contractor.

Equipment / Track System delivery and installation will be required to begin on or before January 10, 2022.

Project Job Site: 6505 S. Manthey Rd, French Camp, CA 95231 Duty hours will be 7:30am-4:30pm Monday through Friday. The Government recognized US holidays are: New Year’s Day, Martin Luther King, Jr. Day, Presidents Day, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day. If the holiday falls on Sunday, it is observed on Monday.

The contractor shall procure and install the following equipment for VA Palo Alto Healthcare System

Track sizes to be verified in field and shop drawings provided/signed off by VA POC prior to ordering.

Additional Accessories for Overhead Track

3.0 PRODUCT

General

All finished items/ parts shall be free of scratches, mars, dents, or blemishes, other defects, and deficiencies, and withstand staining, and exhibit to flaking, cracking, or loss or adhesion. Refer to Salient Characteristics Document for additional information.

Equipment Installation/Services provided:

a. Supervise all parts/ items to be set in place after they arrive in loading dock at project site as required per contract documents.

b. Refer to Terms and Conditions from the manufacturer for additional information relating to equipment accessories and installation.

c. Leveling of equipment and its associated parts.

d. Assembly of equipment and its associated parts.

e. Perform equipment startup.

f. Pre-install site walk.

g. Protection of floor, wall, elevator, etc., along all areas where all items/ parts will be traveled upon and in room where equipment will be installed and/or located prior to installation.

h. Compose shop drawings with licensed structural engineer stamps prior to installation that are subject to VA approval

i. Equipment shipping and delivery

j. Equipment layout design

4.0 SERVICES

Deliver, assemble, and install custom-sized Track System includes Aluminum Tracks, Seam Covers for the track, Alignment Connectors for the track, End Stop, Trolleys, Harnesses, lanyards, and above ceiling structural support systems according to VA approved shop drawings. Installation service, product parts/ items, and delivery as listed on the IGCE.

Installation Requirements.

a. Contractor shall be familiar with VA Palo Alto’s forthcoming new Stockton campus, regulations, security requirements, loading dock locations, and hours of operations.

b. Any contractor personnel, including permanent and temporary staff installers, shall be cleared prior to installation start date through VA Palo Alto Police Department. Personnel shall always wear contractor provided identification and VA visitor’s badge while on VA property.

c. Contractor shall provide Proof of Insurance upon request of the VA.

d. Contractor Storage Facility shall meet all current building code requirement including but not limited to sprinkler, secure, safe, environmental controls – not to void equipment warranties.

e. Contractor shall have trained personnel in various stages of equipment installation.

f. Contractor shall provide Project Manager/Lead Supervisor, Client Representative, Installers, and Service Technicians as needed when providing service to the VA.

g. Contractor shall provide all necessary materials, equipment, labor, supervision, and Management to:

a) coordinate delivery

b) load and unload

c) place/install in designated rooms/locations

d) assemble items as required

e) secure all parts in a secured storage space designated by the VA

f) properly dispose of all associated packing/crating materials off-site of VA premises.

h. Contractor shall track manufacturing schedule and notify VA Point of Contact (POC) with updates of estimated completion date by email.

i. Contractor shall coordinate installation date with VA Point of Contact (POC) to occur at the convenience of the Government or no later than 30 days after notification of receipt of equipment.

j. Contractor shall obtain VA CO, COR or POC approval for any changes or corrections to all original submitted design documents. CO must approve any monetary changes in scope.

k. Contractor shall coordinate delivery and installation date with VA POC to occur at the convenience of the Government.

l. Contractor shall deliver excess supplies, parts and pieces to offsite storage location at VA Stockton Warehouse. Address to be provided by POC to awarded contractor upon request.

Project manager (PM)

a. Awarded contractor shall appoint a Project Manager who becomes the main POC to represent the Contractor with whom the Government has awarded the purchase order.

b. Contractor shall complete a pre-installation meeting with VA POC, at a minimum of (10) business days, prior to installation.

c. Contractor PM shall be available and on site to coordinate and oversee the delivery of product to project site.

d. Contractor shall complete a final walkthrough with VA POC, confirming completion of all previously identified punch list items prior to final VA acceptance of project completion.

Protection of Property

a. Contractor shall protect all items from damage. Contractor shall take precaution against damage to the buildings, grounds, and furnishings/furniture/fixture/equipment. Contractor shall repair or replace any items related to buildings or grounds damaged accidentally, or on purpose due to actions by the Contractor, utilizing materials of the same quality, size, grade and color, to match existing work.

b. Contractor shall perform an inspection of the buildings and grounds with the VA POC prior to commencing work to ensure that the contractor shall be able to repair or replace any items, components, buildings or grounds damaged due to negligence and/or actions taken by the Contractor. Concurrence of the VA POC is required before the Contractor may perform any significant repair work. In all cases, repairs shall utilize materials of the same quality, size, texture, grade and color to match adjacent existing work.

c. Contractor shall be responsible for security of the areas in which the work is being performed prior to completion.

d. Contractor shall provide floor, door, and elevator wall protection while working in all VA facilities. All material handling equipment shall have rubber wheels. Public elevators shall have temporary padded wall protection when freight elevator is unavailable.

Delivery

a. Contractor shall contact the POC, when complete order has been received, to schedule installation.

b. Contractor shall confirm the scheduled installation date no less than 15 working days prior to start of installation to ensure that all parts have been received and in good condition. VA POC will confirm that space will be made available at appointed installation start date. Installation shall not be scheduled until Contractor has confirmed the receipt of full order.

c. In the event there is a delay in delivery, Contractor shall notify the VA POC immediately.

d. Contractor shall notify the VA POC a minimum of 120 hours advance notice of the scheduled date and time of delivery.

e. Contractor shall ensure that the driver of the delivery vehicle has copies of the delivery order at time of delivery.

f. Contractor shall not attempt to deliver any items before the scheduled delivery date.

Receive and Unload

a. The Contractor shall verify and inspect all items both at time of receipt at off-site storage warehouse (if applicable) and upon arrival to the VA site. Any and all deficiencies (damage/overage/shortage) shall be brought to the attention of the POC.

b. If the Contractor is unable to complete the assembly and placement of all unloaded items before the end of the workday, the Contractor shall be responsible for moving these items to a secure location, until the next scheduled workday. Contractor shall be responsible for moving the items from the overnight storage site to its designated position in the building.

c. Contractor shall store damaged items in the location designated by the POC. Contractor shall maintain a complete file of all documents relating to each discrepancy and copies of all Discrepancy Reports shall be forwarded to the POC daily.

g. Contractor shall repair or coordinate for replacement of damaged, defective, or missing items

Assembly, Installation, and Removal

a. Contractor shall uncrate all items received and perform all required assembly in accordance with the manufacturers’ instructions.

b. Contractor shall place items in building(s) as identified in the contract and rooms in accordance with the spreadsheets and/or design drawings or specifications by the POC.

c. All equipment and accessories must be level, plumb, square, and in proper alignment with adjoining equipment/fixtures.

d. Contractor shall complete installation of equipment under this statement of work in the time period specified (07:30 am - 4:30 pm.). If unforeseen scheduling is required by the VA, Contractor shall coordinate revised scheduled, to be approved by POC.

e. Contractor shall inspect components to ensure that they are clean, dust free, free of defects and that installation is complete and all items are ready for use. Floors shall be swept/vacuumed upon completion.

f. Contractor shall adhere to manufacturer’s specifications and not use other manufacturer’s product to interlock with new or existing product potentially invalidating warranties.

g. Contractor shall do a final walkthrough with VA POC and provide a punch list before releasing crew.

h. Contractor Service Technician shall be available for possible service call backs for 30 days following installation.

i. Contractor is responsible for removal of damaged or replaced products out of job site in accordance with Quality Control section listed below.

j. VA POC shall coordinate available access to above ceiling or other rooms as necessary for the contractor to complete installation of equipment and make them fully operational.

k. After installation is complete, conduct inspections and certifications (if required) by a contractor prior to operating the equipment.

Quality Control

a. Contractor shall be responsible for the removal and disposal of all trash / debris connected with uncrating and assembling equipment and other items installed under this contract. Final acceptance from the VA will not occur until all debris connected with the installation is removed from the VA site.

b. Recyclable products shall be disposed of in accordance with applicable statutes, at respective off-site locations.

c. Recyclable products shall be disposed of in accordance with applicable statutes, at respective off-site locations.

d. Packing materials will not be stored in the buildings for any period exceeding 24 hours.

e. Contractor shall remove all personal trash (food wrappers, drink containers, etc.,) from the work site daily.

f. Conduct of Contractor installation crew shall always be courteous and respectful. Be particularly mindful of our Veteran’s and their needs.

Contract Hours The normal work hours will be business hours (7:30am-4:30pm) Monday through Friday. The Government has the option to modify the normal work week, days and hours, as necessary to meet the mission of the VAPAHCS. Contractor shall be flexible if a change in work hours is necessary to complete the project and accomplish the mission of VAPAHCS.

Work Required by Others All work required by other trades shall be identified under this section by the Bidder.

Attachment

a. Attachment 3 - Drawings from conformed A/E set dated on July 3rd, 2018 showing equipment location.

b. Attachment 4 - Over Head Oval Lift at PT layout – showing overall reflected ceiling plan view of room.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

70'x20' (Approximately) Oval-Shape Overhead track With Switch - Multi-User System (Track sizes to be verified in field and shop drawings provided/signed off by VA POC prior to ordering) Contract Period: Base POP Begin: 12-27-2021 POP End: 09-30-2022 Line Item OEM Name: ____________________ Line Item OEM DUNS #: ____________________ Line Item OEM Country of Origin: ____________________ Manufacturer Part Number: ____________________ Distributer/Reseller Catalog #: ____________________ Line Item NAICS Code: ____________________ Line Item Product Service Code: ____________________

Performance Trolley

POP Begin: 12-27-2021 POP End: 09-30-2022 Line Item OEM Name: ____________________ Line Item OEM DUNS #: ____________________ Line Item OEM Country of Origin: ____________________ Manufacturer Part Number: ____________________ Distributer/Reseller Catalog #: ____________________

Ropeman Lanyard

POP Begin: 12-27-2021 POP End: 09-30-2022 Line Item OEM Name: ____________________ Line Item OEM DUNS #: ____________________ Line Item OEM Country of Origin: ____________________ Manufacturer Part Number: ____________________ Distributer/Reseller Catalog #: ____________________

Harness - universal harness XXS-XXL to hold 400 lbs minimum

POP Begin: 12-27-2021 POP End: 09-30-2022 Line Item OEM Name: ____________________ Line Item OEM DUNS #: ____________________ Line Item OEM Country of Origin: ____________________ Manufacturer Part Number: ____________________ Distributer/Reseller Catalog #: ____________________

Specialty Unloading Harness/ bariatric 600 lbs min.

POP Begin: 12-27-2021 POP End: 09-30-2022 Line Item OEM Name: ____________________ Line Item OEM DUNS #: ____________________ Line Item OEM Country of Origin: ____________________ Manufacturer Part Number: ____________________ Distributer/Reseller Catalog #: ____________________

Static Quick Link Connectors

POP Begin: 12-27-2021 POP End: 09-30-2022 Line Item OEM Name: ____________________ Line Item OEM DUNS #: ____________________ Line Item OEM Country of Origin: ____________________ Manufacturer Part Number: ____________________ Distributer/Reseller Catalog #: ____________________

Variable Quick Link Connectors

POP Begin: 12-27-2021 POP End: 09-30-2022 Line Item OEM Name: ____________________ Line Item OEM DUNS #: ____________________ Line Item OEM Country of Origin: ____________________ Manufacturer Part Number: ____________________ Distributer/Reseller Catalog #: ____________________

Services

POP Begin: 12-27-2021 POP End: 09-30-2022

0008AA

Installation Services by Autorized Vendor

0008AB

Design and Project Management issue Certified Structural Drawings and Calculations

0008AC

Issue Certified Structural Drawings and Calculations

B.3 DELIVERY SCHEDULE

French Camp, CA 95231

USA

French Camp, CA 95231

USA

4.00

French Camp, CA 95231

USA

French Camp, CA 95231

USA

French Camp, CA 95231

USA

French Camp, CA 95231

USA

French Camp, CA 95231

USA

1.00

0008AA

1.00

0008AB

1.00

0008AC

1.00

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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

C.3 52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND REMEDIES (JAN 2020) (JUL 2020) (DEVIATION)

(a) Applicability. This clause does not apply to the extent that the Contractor is supplying end products mined, produced, or manufactured in—

(1) Israel, and the anticipated value of the acquisition is $50,000 or more;

(2) Mexico, and the anticipated value of the acquisition is $83,099 or more; or

(3) Armenia, Aruba, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Italy, Japan, Korea, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan, Ukraine, or the United Kingdom and the anticipated value of the acquisition is $182,000 or more.

(b) Cooperation with Authorities. To enforce the laws prohibiting the manufacture or importation of products mined, produced, or manufactured by forced or indentured child labor, authorized officials may need to conduct investigations to determine whether forced or indentured child labor was used to mine, produce, or manufacture any product furnished under this contract. If the solicitation includes the provision 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products, or the equivalent at 52.212-3(i), the Contractor agrees to cooperate fully with authorized officials of the contracting agency, the Department of the Treasury, or the Department of Justice by providing reasonable access to records, documents, persons, or premises upon reasonable request by the authorized officials.

(c) Violations. The Government may impose remedies set forth in paragraph (d) for the following violations:

(1) The Contractor has submitted a false certification regarding knowledge of the use of forced or indentured child labor for listed end products.

(2) The Contractor has failed to cooperate, if required, in accordance with paragraph (b) of this clause, with an investigation of the use of forced or indentured child labor by an Inspector General, Attorney General, or the Secretary of the Treasury.

(3) The Contractor uses forced or indentured child labor in its mining, production, or manufacturing processes.

(4) The Contractor has furnished under the contract end products or components that have been mined, produced, or manufactured wholly or in part by forced or indentured child labor. (The Government will not pursue remedies at paragraph (d)(2) or paragraph (d)(3) of this clause unless sufficient evidence indicates that the Contractor knew of the violation.)

(d) Remedies.

(1) The Contracting Officer may terminate the contract.

(2) The suspending official may suspend the Contractor in accordance with procedures in FAR Subpart 9.4.

(3) The debarring official may debar the Contractor for a period not to exceed 3 years in accordance with the procedures in FAR Subpart 9.4.

(End of Clause) C.4 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.

[X] 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.

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

[X] 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.

[] 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.

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 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.5 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.6 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.7 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(End of Clause) (End of Addendum to 52.212-4)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE…