36C26122Q0743.docx

36C26122Q0743

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

36C261-22-AP-3434

593-22-3-5905-0029 36C26122Q0743 07-06-2022 James Postell

702.791.9000 x18936 07-20-2022

10AM

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 X 541330 $16.5 Million N/A X Department of Veteran Affairs VA Southern Nevada Healthcare System 6900 North Pecos Road North Las Vegas

NV

89086 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 This procurement is 100% set aside for SDVOSBs, the period of performance will be 10/01/2022 - 9/30/2023 See CONTINUATION Page X x Jennifer Sarraga 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 Jennifer Sarraga Department of Veterans Affairs 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:

DEPARTMENT of VETERANS AFFAIRS VA Southern Nevada Health System (VASNHS), Las Vegas, NV

PROJECT MANAGEMENT/CONSTRUCTION MANAGEMENT SUPPLEMENTAL SUPPORT CONTRACT

Performance Work Statement (PWS)

1.0 GENERAL INFORMATION

1.1 General: This is a non- personal services contract to award a firm fixed price (FFP) contract to a qualified firm (Contractor) for the purposes of providing Construction and Project Management (CM/PM) services to the Department of Veterans Affairs (DVA) VASNHS Engineering Project Managers. The period of performance for this contract will be a base of one-year with four one-year options. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn, is responsible to the Government.

1.2 Background: VASNHS has experienced several key construction project delays and cancellations due to disparate and ineffective construction project management oversight and satisfactory progress over the past several years. The proposed CM/PM acquisition will provide comprehensive, professional, and competent project management and subject matter expertise for Engineering Services project activities.

1.3 General Scope: The Contractor shall demonstrate proven project management expertise with quality control, schedule and budget management for projects of various size and complexity. In addition, the Contractor shall provide efficient and comprehensive project management through all phases of the projects, with particular emphasis placed on the capability to work in partnership with VASNHS, consultants, and contractors during planning/consultation, pre-award and project design, and construction phases.

1.4 Place of Performance: All assigned Contractor staff shall be granted program access and all proper security clearances upon successful background checks to conduct construction and project management and tracking for the:

VASNHS - VA Southern Nevada Healthcare System Engineering Service 6900 North Pecos Road North Las Vegas, NV 89086

(702) 791-9000

1.5 Hours of Operation: Normal working hours for the Contractor at a specific project site will be between the hours of 8:00 am to 4:30 pm and workdays for Contractor at a specific project site are from Monday through Friday, except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings, although other working hours and occasional shift work may be assigned to the Contractor to accommodate the best interest of the DVA.

1.6 Invoicing: All invoices from the A/E contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

· VA’s Electronic Invoice Presentment and Payment System – The VA uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

· More information on the VA Financial Services Center (FSC) is available at http://www.fsc.va.gov/einvoice.asp. Vendor e-Invoice Set-Up Information:

· Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

1. Tungsten e-Invoice Setup Information: 1-877-489-6135

2. Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

3. FSC e-Invoice Contact Information: 1-877-353-9791

4. FSC e-invoice email: vafsccshd@va.gov

2.0 SPECIFIC CONTRACT TASKS

2.1 The Contractor shall provide all the required services cited herein (as assigned), but not limited to, project management, schedule management, cost management, estimates of probable construction cost, value engineering, constructability reviews, pre-bid/proposal and bidding phase document development, environmental analyses and document preparation, safety and health management analyses and document preparation, and final installation inspection and reporting.

2.2 These services within three general areas:

2.2.1 Subject Matter Expert (SME). In general, the responsibility of the SME is to ensure the facts and details are correct so that the project’s/program's deliverable(s) will meet the needs of the stakeholders, legislation, policies, standards, and best practices. To achieve this, SMEs will, as assigned:

· Contribute specialized knowledge within the Mechanical and Electrical disciplines as related to Healthcare Engineering

· Help improve performance by identifying the problematic areas and providing relevant technical solutions for them.

· Help identifying whether the technical solutions meet the specific requirements

· Verify technical information, which includes the training manuals, user guides as well as system requirements

· Publicizing various important information to all stakeholders

2.2.2 Pre-award and Design. These are SME and specialty services required during the pre-solicitation package and design documentation preparation phase up to construction mobilization for projects as assigned.

2.2.2.1 The Contractor shall provide a variety of project management services as described in this document including, but not limited to: pre-solicitation support and technical and constructability reviews (including value engineering) in cooperation with DVA personnel, building occupants, and project architect-engineers.

· Development and assembly of the associated construction bid/Request For Proposal (RFP) packages using drawings, technical specifications, and quality requirements prepared by the contracted project A/E team. The bid/RFP packages shall delineate the specific requirements expected, the quality of products furnished, and the quality assurance (QA) requirements necessary to obtain a satisfactory and operable product. These requirements include development and/or review of:

1. Special and general conditions.

2. Construction drawings and specifications

3. Equipment lists and installation requirements.

4. Project cost and schedule reporting requirements.

5. Quality assurance and quality control requirements.

6. Methods for payment.

7. Special processes or procedures to be prepared by the contractor.

8. Material certifications, receiving, inspection, storage, and handling documentation requirements

· Provide constructability review of A/E designs and provide written recommendations to assist project A/E firms to generate effective construction packages. This review is critical to DVA as it ensures the project is designed and constructed with efficiency and reasonableness to the construction process. The review of the design, bid/RFP and contract documents for constructability should include as a minimum the following:

1. Availability of materials

2. Alternate construction methods

3. Site access

4. Limited workspace

5. Suitability for use

a. Construction materials

b. Design intent

6. Clarity and completeness of documents

7. Effect on contractor’s ability to implement their “means and methods”

8. Trade labor availability

9. Subsurface concerns

· Accomplish design review to determine

1. Design/cost deficiencies that could lead to a higher cost of bids/proposals for the Bid Packages; and/or change orders resulting from design ambiguities

2. Life Cycle Cost Analysis with recommended value engineering changes

3. Evaluate proposed effort from a Maintenance, Operation and Compliance Standards perspective and propose value engineering changes.

· Ensure design compliance with Infection Control Risk Assessment (ICRA), Fire Protection, and Safety requirements as required by all applicable codes and regulations.

· Prior to construction bidding/RFP’s and based on projected bid market conditions, the CM/PM shall recommend in writing to the Facilities’ Projects Managers the percentage of bid contingency to carry for each Bid Package in the Project budget as well as possible “Alternative deducts” to get project within the DVA project budgets.

2.2.2.2 It is the intent of this PWS that the Contractor will not provide or perform any design efforts, but will be required to perform design reviews, as all design effort will be managed by DVA through an established contract with a selected and awarded Contractor consulting firm.

2.2.3 Project Management. These are project management services required during construction, commissioning, and warranty management for projects as assigned. For the purposes of this document, start of construction shall be construed as onsite mobilization.

2.2.3.1 The project management services shall consist of managing construction, equipment turn-key, construction subcontracts, and all construction activities, as assigned, including:

· Ensure construction compliance with ICRA, Fire Protection, and Safety requirements as required by the design, and all applicable codes and regulations.

· Assist in site inspections.

· Monitoring construction contractors progress versus schedule, confirm progress claimed on invoice payments, provide support in the coordination with the CPS contractor for clarification on design drawings and specification requirements.

· Ensure that all materials, labor, and services are adequate to construct the projects commensurate with the awarded contract

· Provide support to DVA operations program officials performing integrated system testing, start-up, and operations activities in accordance with VA Whole Building Commissioning Process Manual requirements set forth at: https://www.cfm.va.gov/til/spclRqmts.asp#Cx. Detailed commissioning services and personnel qualifications are further presented in Division 1 Section 01 91 00, “General Commissioning Requirements” with specific requirements outlined in Division 22, “Plumbing;”

Division 23, “Heating, Ventilating, and Air Conditioning;”

Division 25, “Integrated Automation;”

Division 26, “Electrical;”

Division 27, “Communications;” and Division 28, “Electronic Safety and Security.”

· Providing a construction completion and acceptance turnover system, including tracking of as-builts, O&M documents, and warranty information.

2.2.3.2 DVA intends to use the “Construction Management Standards of Practice” issued by the Construction Management Association of America (CMAA) as a guide for its general expectations through the performance of this contract. This document establishes industry standards of service to define the full range of construction and project management services without limiting the methods and procedures by which those services will be provided for an assigned project or program. The Contractor shall provide staff certified as construction and project managers by a reputable Construction Manager Certification organization. Equivalent certification through experience may be considered at the sole discretion of the DVA.

3.0 SAFETY & HEALTH PROGRAM

3.1 The CM/PM shall establish health and safety goals for the project, the least of which shall be no lost time accidents during construction and incentives to promote and maintain a strong ES&H involvement at all work levels.

3.2 The CM/PM Contractor and DVA team shall have a written construction safety program (Safety and Health Program in conjunction with the Project Construction Safety Plan) that describes in detail, the activities planned to meet these goals with emphasis on the methodology for analyzing and controlling project hazards and task specific hazards, as well as the procedures for evaluating subcontractor safety and health performance and ensuring subcontractor compliance with project safety and health requirements. The cornerstone of the program shall be the execution and implementation of the documented Pre-Task Planning for all activities. Frequent construction safety oversight and audits will be performed by DVA project ES&H safety personnel.

4.0 Definitions & Acronyms

4.1 Definitions:

Contractor. A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

Subcontractor. One that enters a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

Work Day. The number of hours per day the Contractor provides services in accordance with the contract.

Work Week. Monday through Friday, unless specified otherwise. VA and VA Contractor access to the proposed contractor project management program server shall be available 24 hours per day, seven days per week at the locations cited in 1.4 above as well as remotely from Government Furnished Equipment (Laptops) for mobile access to the Users’ accounts.

4.2 Acronyms:

5.0 Contractor Furnished Items and Services

5.1 The Contractor shall furnish all services necessary to perform CM/PM services as described in the Statement of Work cited above as required for A/E CM/PM staff to perform work under this contract.

6.0 Required Capabilities

6.1 Project Construction/Project management work will occur remotely at A/E Contractor’s facilities and when necessary, at sites in Southern Nevada. At the onset, during, and end of all projects, Contractor shall make available all documents created and relevant to the DVA projects and shall be posted and archived on a DVA accessible site.

7.0 RECORDS MANAGEMENT LANGUAGE FOR CONTRACTS

The following standard items relate to records generated in executing the contract and should be included in a typical Electronic Information Systems (EIS) procurement documents file format:

7.1 Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

7.2 CM/PM Contractor shall treat all deliverables and project documents under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest except for the actual software program and all rights invested with the contractor therein.

7.3 Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

7.4 Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

7.5 Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

7.6 The Government Agency (DVA) owns the rights to all data/records produced as part of this contract.

7.7 The Government Agency (DVA) owns the rights to all electronic information (electronic data, electronic information system documents generated by each VA project, electronic databases associated with each VA project but not part of the Contractor’s actual program, and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

7.8 Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

7.9 No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency (DVA) and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701.

SAMPLE ASSIGNMENT NOTICE

Assignment: Assignment #2 - Develop and Execute Commissioning for Logistics Space HVAC

Contract: 36C26122P0040 – Project Management and Construction Management Services for VASNHCS

EXECUTIVE SUMMARY

The CM/PM contractor shall provide all plans and activities to execute commissioning of new Logistics Space as defined in this document. Specific information about the Logistics Space construction project are included in the attached drawings and general specification.

BACKGROUND

The VA Southern Nevada Healthcare System (VASNHS) North Las Vegas VA Medical Center’s is currently leasing a space to conduct the cleanroom operations. For efficiency, the medical center is consolidating the logistics processing and distribution into a single location at the VA Medical Center Warehouse. A component of the consolidation is construction of a new clean room space within the existing warehouse space at the VASNHS Campus. The project is currently under construction with expected completion by May 6, 2022.

SCOPE OF WORK

1. The CM/PM Contractor shall provide all services to act as Commissioning Agent for Renovate Logistics Space as described in the following specification: (019100 – General Commissioning Requirements, 23 08 00 – Commissioning of HVAC Systems).

2. The CM/PM Contractor shall coordinate with Construction Contractor and VA COR to commission the new mechanical system serving the new clean room area (Break Out Room, Clean Storage, Delivery Prep). Equipment and systems included in this work are as follows:

a. New Rooftop Unit – 1-RTU-1 and associated equipment that supports conditioning of the air stream (chilled water, steam system, humidification system, hot water)

b. All new Supply Air Terminal Units and associated equipment that support conditioning of the air stream (hot water reheat).

c. All new Exhaust Air Valves.

d. Room pressurization system (monitoring, control, alarming)

e. All new DDC sequences of operation (monitoring, control, alarming) for new equipment.

3. The CM/PM Contractor shall prepare Pre-Functional checklists and Functional Performance Test procedures.

4. The CM/PM Contractor shall review and provide comments on the Test and Air Balance Report to the VA COR.

5. The CM/PM Contractor shall coordinate all trainings required in the specifications for the new mechanical system with the VA COR and Construction Contractor.

6. The CM/PM shall develop and submit a Draft and then a Final Commissioning Report to the VA COR.

ADDITIONAL CONSIDERATIONS

1. Construction contractor is ….

2. Utility Shutdowns: the contractor shall account for all anticipated utility shutdowns within their schedule as milestones for early visibility and coordinate all utility shutdowns with the COR. Utility shutdowns require no less than 20 working days advance notice to coordinate with facility.

3. The contractor shall coordinate with the COR and comply with all local and VA COVID-19 safety requirements.

4. Contractor shall not utilize Patient or VA Staff Parking lots while on VASNHS facility unless approved by VA COR.

5. Documents provided in support of this project such as Logistics Mechanical Drawings are for references only and contractor shall verify for accuracy.

PERIOD OF PERFORMANCE

The Period of Performance (PoP) for this Assignment will begin upon issuance of a Notice to Proceed from VA Contracting. The project requests all tasks defined within the PWS, CD and Specifications be completed within 60 calendar days after Notice to Proceed (NTP).

HOURS OF OPERATRION AND HOLIDAYS

Normal duty hours are 8:00 AM – 4:30 PM, Monday thru Friday not including standard Federal Holidays. Federal Holidays can be obtained on OPM’s website (www.opm.gov). All work performed shall be coordinated and scheduled through the COR. Any off-duty work must be coordinated with the COR at least 2 weeks prior to the work taking place.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Construction Management and Project Management services Contract Period: Base POP Begin: 10-01-2022 POP End: 09-30-2023 PRINCIPAL NAICS CODE: 541330 - Engineering Services PRODUCT/SERVICE CODE: R408 - Support - Professional: Program Management/Support

MANUFACTURER PART NUMBER (MPN): N/A

Construction Management and Project Management services Contract Period: Option 1 POP Begin: 10-01-2023 POP End: 09-30-2024 PRINCIPAL NAICS CODE: 541330 - Engineering Services

Construction Management and Project Management services Contract Period: Option 2 POP Begin: 10-01-2024 POP End: 09-30-2025 PRINCIPAL NAICS CODE: 541330 - Engineering Services

Construction Management and Project Management services Contract Period: Option 3 POP Begin: 10-01-2025 POP End: 09-30-2026 PRINCIPAL NAICS CODE: 541330 - Engineering Services

Construction Management and Project Management services Contract Period: Option 4 POP Begin: 10-01-2026 POP End: 09-30-2027 PRINCIPAL NAICS CODE: 541330 - Engineering Services

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

(viii) Name, title, and phone number of 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 Prior to contract expiration.

(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 Prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause)

C.4 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.5 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

[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.

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

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

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

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

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting…