36C26122Q0636.docx

36C26122Q0636

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C26122Q0636 06-0 -2022

9:00AM

PDT

00261 Department of Veterans Affairs Network Contracting Office 21 VA Southern Nevada Healthcare System 6900 N. Pecos Road, Building 6 North Las Vegas NV 89086 X 541380 $16.5 Million N/A X See Delivery Schedule

00261 Department of Veterans Affairs Network Contracting Office 21 Southern Nevada Healthcare System 6900 N. Pecos Road, Building 6 North Las Vegas NV 89086

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page Palo Alto VA Healthcare System Base plus 3 Option Years 07/01/22-06/30/26 Please include duns number on submissions.

SDVOSB SETASIDE

See CONTINUATION Page X Sable Wiliams 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 36C786

Network Contracting Office 21 VA Southern Nevada Healthcare System 6900 N. Pecos Road, Building 6 North Las Vegas NV 89086

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

Page 1 of Page 1 of Statement of Work Veteran’s Affairs Palo Alto Health Care System Heating Ventilation & Air Conditioning Cooling Tower & Loop Maintenance Service

1.0 GENERAL INTENTION AND REQUIREMENTS

A. The intention of this Statement of Work (SOW) is to obtain chemical water treatment and limited maintenance services for the heating, ventilation & air conditioning (HVAC) cooling towers, and heating & cooling loop systems located at the Veterans Affairs Palo Alto Health Care System (VAPAHCS).

B. The Contractor shall provide all management, supervision, labor, parts, material, tools, incidental engineering services, and transportation necessary to perform weekly and monthly chemical service to all cooling towers, heating hot water, chilled water, and process loops. Additionally, they shall provide limited maintenance & repairs to the tower and loop water systems in include but not be limited to tower cleaning, and manufacturers recommended maintenance.

C. The Contractor, without additional expense to the Government, shall obtain all licenses, permits, and insurance required to perform the work in this Contract. Contractor shall comply with all applicable federal, state, and local laws. Evidence of insurance, licenses, and permits shall be provided to the Contracting Officer and COR before work commences. The Contractor shall be a certified water technologist in the State of Califonria to administer biocides.

1.1 CODES and STANDARDS

A. The publications listed below form a part of this Contract. Cooling Tower & Loop water chemical treatment shall meet the requirements of the current code editions published, all manufacturer guidelines, Veteran’s Affairs memorandums, and industry standards, as applicable, and in the case of conflicting standards the most stringent shall apply.

1. Veterans Affairs Palo Alto Health Care System Health Care Memorandum No. 138-15-31

2. Veterans Affairs Palo Alto Health Care System Health Care Memorandum No. 138-16-08

3. VAPAHCS Health Care Associated Legionella Disease Management Plan

1.3 DEFINITIONS/ACRONYMS

CONTRACTOR – Private entity holding and in contractual agreement with the Federal entity within this contract, representative of all Prime contracted, and subcontracte employees.

CO – Contracting Officer COR – Contracting Officer’s Representative FAR – Federal Acquisition Regulation MCP – Maintenance Control Program provided by Contractor MSDS – Material Safety Data Sheet provided by Contractor NTP – Notice to Proceed OSHA – Occupational Safety and Health Administration PO – Purchase Order issued by the CO/COR PPE – Personal Protective Equipment QAP – Quality Assurance Program provided by Contracting Officer QCP – Quality Control program provided by Contractor VA – United States Department of Veterans Affairs VAMC – Veterans Affairs Medical Center PWS – Performance Work Statement HVAC – Heating, Ventilation, & Air Conditioning ASHRAE – American Society of Heating, Refrigerating, and Air-Conditioning Engineers

1.5 GOVERNMENT FURNISHED PROPERTY, MATERIALS, and SERVICES

A. VAPAHCS will not provide office space or operational facilities to the Contractor. The Contractor shall secure and maintain the necessary office space and other facilities required for the performance of this Contract at his/her own expense.

B. VAPAHCS will not provide tools or equipment to the Contractor. The Contractor shall furnish all tools required for the performance of this Contract.

C. VAPAHCS will not provide any materials to the Contractor.

D. VAPAHCS will furnish the following services for use in those facilities provided by the VAPAHCS and as required for the work to be performed under this Contract: electricity, fresh water, sewage service, and non-hazardous refuse collection (from existing collection points). Disposal of equipment and construction debris is the responsibility of the Contractor.

1.6 CONTRACTOR REQUIREMENTS

A. The Contractor shall have a minimum of five (5) years within the last twelve (12) years of successful experience maintaining HVAC equipment identical or similar to the types listed in this Contract. Offerors shall submit references for five (5) years of experience including names, addresses, and telephone numbers of specific companies and key personnel to the contacting office.

B. The Contractor shall provide a Contract Manager who shall be responsible for the performance of the contract work. The name of the Contract manager and an alternate shall be designated in writing to the CO/COR prior to the Contract start date. Changes to personnel shall be submitted to the Government within five (5) work days of the changes. The Contract Manager or alternate shall have full authority to act on all Contract matters relating to the daily operation of the Contract. The Contract Manager or alternate shall be available to speak/meet with the CO or COR within 24 hours of request during normal operating hours, and or within the next business day after Friday or a Federal holiday.

C. The selection, assignment, and management of Contractor’s employees are the responsibility of the Contractor. The Contactor shall not employ any individual identified as a potential threat to the health, safety, security, and general wellbeing, or operation of the VAPAHCS facility or personnel. The Contractor is fully responsible for the performance and conduct of his/her employees at all times. The Contractor shall not allow any employee to perform work under this Contract while under the influence of alcohol, drugs, or any other incapacitating agent.

1.7 BACKGROUND CHECKS and IDENTIFICATION BADGES

A. Contractor and Subcontractor personnel that work on any VAPAHCS property must consent to Background Checks or shall be denied access to the VAPAHCS facilities. Information required to conduct a Background Check includes: full name, driver’s license number and/or social security number, date of birth, and completion of a background check questionnaire.

B. Contractors shall ensure their employees and those of their Subcontractors have the proper credentials allowing them to work in the United States. The Contractor shall not be entitled to any compensation for delay or expenses associated with this requirement and are not excused from proceeding with the Contract.

C. Department of Veterans Affairs requires all Contractor employees to have a VAPAHCS issued Identification Badge and wear it at all times while at the VAPAHCS facilities. This ID badge shall be issued by the VAPAHCS security office under its rule for issuance. Contractor personnel shall present a neat appearance and be easily recognized as a Contractor employee by wearing distinctive clothing bearing the name of the company and a VAPAHCS issued ID badge. When an employee leaves the Contractor’s service or the Contract is terminated, the employee’s badge shall be returned to the VAPAHCS within 3 working days.

1.8 EMERGENCY TELEPHONE NUMBERS

The Contractor shall provide the CO/COR with pertinent emergency telephone numbers in order to summon assistance in the event of an emergency. At least one of the emergency telephone numbers, and one alternate telephone number, shall be manned twenty-four (24) hours per day, 365 days per year. This information shall be provided in writing to the CO/COR.

2.0 TESTING & MAINTENANCE SERVICES

A. Contractor shall not make any alteration or additions to the equipment without prior written approval from the CO/COR.

B. Contractor shall provide tools, equipment, specialty items and other items that may be necessary to perform the tasks required under this Contract. Any parts not available from the manufacturer due to obsolescence remain the Contractor’s responsibility to replace from another source.

C. Contractor shall immediately notify the COR or COR designee of any equipment or environmental conditions which impair or jeopardize the safe and continuous functioning of the equipment.

D. If work is required that is outside of the Scope of this Contract, the Contractor shall submit a detailed cost estimate for the required repairs to the CO/COR within 2 business days of finding the issue. Contractor shall not proceed with such work, except for an emergency situation, without the written consent of the CO/COR and receipt of a separate Purchase Order to cover the cost of the additional work.

E. The Contractor shall submit an annual schedule within 10 bussiness days of award to the base year and subsequent option years identifying all the required service requirements in this contract to the COR.

F. The Contractor shall perform all required tasks identified under the proceeding sections to each cooling tower and water loop under this contract. The VA may request to add or remove inventory as required.

G. The Contractor shall perform maintenance services at times that minimizes impact to patient care services. The scheduled maintenance shall be conducted Monday-Friday between 8:00 AM and 4:30 PM. Normal patient care operations are Monday thru Friday 8:00 AM to 4:30 PM.

H. Cooling Tower filters shall be checked and maintained according to the manufacturer’s recommendations by a certified water treatment specialist.

I. Cooling Towers shall annually be drained, cleaned, and treated with a biocide (under a submitted biocide treatment program established by a qualified water treatment specialist) to include all basins and sumps.

J. Chemicals used for treatment shall follow the requirements of the Sanitary Waste Discharge Permit restrictions and reportings (VA HCSM Policy 138-16-08).

K. Contractor shall be responsible of compliant disposal procedures for empty or expired chemical containers and waste.

L. Contractor shall provide onsite service for all VAPAHCS owned cooling towers.

M. Contractor shall provide weekly cooling tower meter reading/recording.

N. Contractor shall provide monthly onsite service for all heating & cooling water loops

O. Contractor shall perform all water treatment testing to include but be limited to RSI and Mass Balance

P. Contractor shall provide inspection and calibration of all control equipment as required by applicable standards.

Q. Contractor shall prime chemical pumps as necessary.

R. Contractor shall provide and maintain corrosion and scale inhibitors as required.

S. Contractor shall provide and maintain microbiocides for all cooling towers as required.

T. Contractor shall provide and maintain loop inhibitor as required.

U. Contractor shall provide equipment and chemical training to VAPAHCS staff if requested.

V. Contractor shall provide to replenish chemicals as requested in the event of a drain down or large leak even within 72 hours of the event or on a date coordinated with the COR or their representative.

2.1 EXTENDED OUT OF SERVICE NOTIFICATIONS AND REPAIRS

A. Notify the COR and designated Engineering Facilities Management points of contact via call/text/email in the event an extended outage needs to occur. If repairs or maintenance requires more than 24 hours, daily updates shall be communicated to the COR on the issues causing the extended outage. Notify Facilities Management and the COR when placing equipment back in service.

B. All maintenance and/or repairs that will remove a tower or loop from service for an extended period of time (4 hours or longer) shall be scheduled in advance with the CO/COR. A schedule for maintenance shall be submitted within 10 days of the start of the contract.

C. Under no circumstances will any shutdown or breakdown last longer than five (5) consecutive working days, from initial notification to the Contractor, without prior approval of the CO/COR.

D. All unscheduled outages of the towers and/or loops shall have written (emailed) notification provided to the COR with detailed destriptions of the outage emailed the following business day.

E. VAPAHCS shall retain the right to request for quote on specific repairs and troubleshooting services as part of this contract. Agreed and accepted quotes for repair and troubleshooting services shall be submitted in writing to the CO and COR for review and processing upon acceptance. Approved quotes shall be billed to the Incidental repairs and troubleshooting CLIN.

2.2 COOLING TOWER INVENTORY

A. PAD Building 100 Cooling Towers 1 & 2 B. PAD Building 615 Cooling Towers 1& 2 C. MPD Building 331 Cooling Tower D. MPD Building 334 Cooling Towers 1 & 2 E. LVD Building 90 Cooling Tower F. LVD Building 62 Cooling Towers 1, 2, and 3

2.3 HEATING & COOLING LOOP INVENTORY

A. PAD Building 4 Heating Hot Water (HHW), Chilled Water (CHW) Loop.

B. PAD Building 5 HHW loops #1 & #2, CHW Main & C-Wing Loops.

C. PAD Building 6 HHW loops #1 & #2, CHW loop.

D. PAD Building 7 HHW loop, CHW loop.

E. PAD Building MB HHW loop, CHW loop.

F. PAD Building 54 HHW A loop, CHW A & B loops.

G. PAD Building 100 HHW loop, CHW Loop, and Processed loop H. PAD Building 102 HHW loop, and CHW loop I. PAD Building 500 HHW loop, and CHW loop.

J. PAD Building 520 HHW loop.

K. PAD Building 615 CHW loop.

L. MPD Building 321 HHW loop.

M. MPD Building 331 HHW, and CHW loop.

N. MPD Building 334 HHW, CHW, and CR loops O. MPD Building 347 HHW loop.

P. MPD Building 348 HHW loop.

Q. MPD Buliding 349 HHW loop.

R. MPD Building 350 HHW loop.

S. MPD Building 351 HHW loop.

T. MPD Building 352 HHW loop.

U. MPD Building 360 HHW A, B, C, D, E, F, G, and H loops.

V. LVD Building 62 HHW PF-1, 616, and 17 loops, CHW 616 & 327 loops.

W. LVD Building 64 HHW loop.

X. LVD Building 88 HHW loop, and CHW loop.

Y. LVD Building 90 HHW Reheat, Floor Board loop, CHW Condenser, Chiller loops.

3.0 WRITTEN MAINTENANCE RECORDS

A. The Contractor shall maintain both hard and electronic copies of all maintenance and testing records. Hard copis shall be kept on site on a wall mounted binder inside the cooling tower yard/room. Electronic copies shall be emailed to the COR and designated parties within 72 hours of completion of scheduled activites. Deficiencies or issues requiring elevation shall be submitted as soon as discovered by phone/text/email to the COR and/or designated parties. All activites and visits shall be recorded in both hard and electronic format.

B. Logs of record shall be delivered and retained by the Engineering Maintenance Control Manager (Compliance), identified after award.

C. Logs shall document pH, total dissolved solids (TDS) of incoming tower water, alkalinity, calcium, chloride, phosphonate, nitrite, organphosphonate levels, bacteria readings, water/sewage usage metering, quantities and type of chemical added, and any reportable actions or findings inspected.

D. Sample logs of previous maintenance records shall be provided for reference purposes.

E. Contrator shall submit in all reports and as part of reported findings; recommendations for correction and troubleshooting

3.1 INJURY and ACCIDENT REPORTS

A. Contractor shall immediately report to the CO/COR in a manner and on the forms prescribed by the VAPAHCS all accidents resulting in injury, trauma, death, hazardous exposures, and occupational disease involving an elevator or its maintenance.

B. Written reports for all incidents shall be provided within five (5) working days and include the cause, what, where, and when the incident occurred as well as repairs and tests performed to correct the cause of the incident.

4.0 SAFETY

C. Contractor shall adhere to all OSHA, EPA, NFPA Life Safety Codes, and all other regulatory requirements. Safety shall be the Contractor’s highest priority. OSHA Recordable Rate shall be no more than 1.0. The Contractor shall be solely responsible for compliance with (Federal) OSHA regulations. The Contractor shall provide a detailed explanation as to how the service will be implemented and managed to ensure compliance with all applicable OSHA Standards, Life Safety issues, and security measures. Contractor shall have a Site Safety and Health Officer (SSHO) assigned to ensure their technicians are meeting OSHA requirements. The SSHO shall be well versed in OSHA requirements and regulations. The SSHO will perform regular safety inspections on the job site to ensure technician compliance and quality of work is at a high level that presents no risks to staff or patrons. Safety inspections will include fall protection and electrical hazards and end with job safety meetings with the entire crew. The Contractor shall provide the CO/COR copies of the safety inspection reports upon request at no additional cost to the Government.

D. In performance of this Contract, the Contractor shall follow VAPAHCS safety policy and standards for safe work practices, and take such safety precautions as the VAPAHCS Safety Officer or designee or the CO/COR may determine to be reasonably necessary to protect the lives and health of occupants of the building. The Contractor shall comply with VAPAHCS smoking policy.

E. Patient, employee, visitor, and Contractor personnel safety shall be maintained at all times. The Contractor is responsible for the safety and health of his/her employees. The Contractor shall comply with all applicable OSHA safety and health standards. The Contractor shall replace all safety guards, equipment, devices, etc. removed to service or repair the elevator immediately after completion of work or when leaving the job unattended.

F. The Contractor shall submit to the Contracting Officer, prior to the start of the Contract, the Safety Data Sheets (SDS) for all potentially hazardous materials (lubricants, cleaners, fluids, etc.) to be used in the facility in performance of the Contract, and will not use, in the facility, such materials which have not been so cleared in advance with the VAPAHCS. SDS for new chemicals shall be furnished prior to the arrival of the chemical on site. The Contractor shall maintain a copy of all SDS in each machine room to assure compliance with all laws and requirements regarding the “Right to Know” law.

G. Contractor is responsible to identify, provide and maintain all personal protective equipment (PPE) required to perform the duties outlined in the Contract. In addition, the Contractor is responsible for identifying and providing all applicable safety programs required to perform the work i.e., lockout/tag out, confined space entry, universal precautions, etc. Training required for safety programs and the proper use of PPE shall be provided by employer, and documentation maintained by the Contractor.

H. The Contractor shall obtain a Hot Work Permit from the VAPAHCS Safety staff or the CO/COR in advance whenever soldering, welding, grinding, and using a cutting torch, or other open flame, spark or heat producing equipment is used. The Contractor is required to follow all requirements outlined for the issuance of the Hot Work Permit.

I. Contractor shall be notified of any non-compliance with safety regulations. The Contractor shall, after receipt of such notice, immediately correct the condition and notify the Contracting Officer in writing that the condition has been corrected. If, in the opinion of the CO/COR or the VAPAHCS Safety Officer the condition is life threatening he/she shall instruct the Contractor to stop work until the condition has been corrected. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue an order halting all or any part of the work, and Contractor may be held in default. The Contractor bears all costs of stop-work time and correcting safety hazards.

J. Contractor shall reinstall guards or equipment panels, removed to perform maintenance, on the equipment before putting it back into service.

5.0 QUALITY CONTROL PROGRAM

A. Contractor shall establish a complete Quality Control Program to assure the requirements of the Contract are provided as specified. The Contractor shall submit this program to the CO/COR, for acceptance within ten (10) days of Notice to Proceed.

6.0 PAYMENT FOR VERIFIABLE WORK COVERED UNDER THE CONTRACT

A. Payment for all of the work covered under this Contract shall be billed on a monthly basis. Payment will include compensation for all labor, materials, parts, tools, equipment, transportation, supervision, administration, insurance, third-party testers, certifications, licenses, travel and all costs incurred directly or indirectly by the Contractor in an effort to complete the work of this Contact.

B. Payment will be made in arrears of the specified billing period after receipt of a properly prepared invoice, provided all required work, including preventive maintenance, submission of reports and all other requirements for the period in questions have been performed in accordance with contract stipulations, and can be verified with service reports signed by the COR or COR designee.

C. Contractors failure to schedule and perform a PM within the specified time interval shall be considered non-compliance with terms of contract, and VA will deduct proportionately from payments for services missed. Criticality of this equipment requires that continued such failure will necessitate holding Contractor in default and the VA obtaining suitable service via separate means.

6.2 PAYMENT FOR WORK NOT COVERED UNDER THE CONTRACT

Unless otherwise directed by the CO or unless acting in a good faith effort to perform emergency work (i.e., life, safety, entrapment, etc.), the Contractor shall not perform any work outside of the Scope of this Contract without authorization from the CO/COR and the issuance of a separate Purchase Order. Failure to receive prior approval for out-of-scope work will most likely result in the denial of compensation.

-END OF PWS-

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

(viii) Name, title, and phone number of 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 FAR 32.608-2 in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.3 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 days; 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 four (4) years.

(End of Clause) C.4 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause— United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

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

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

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

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

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

(End of Clause)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause) C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

[] 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.

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

[X] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 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.7 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.ac…