36C26125R0014.docx
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- Amendment 0007 Replace Inpatient Robot - PAD 36C261-24-AP-5262 | 640-25-1-5281-0005 | project 640-24-113 |
- Solicitation number
- 36C26125R0014
About this file
This document is a Statement of Work for a construction project to prepare the site at the Veterans Affairs Palo Alto Healthcare System (VAPAHCS) for the installation of a new Inpatient Pharmacy Robot. The project involves removing an existing, outdated robot and installing a new Omnicell Model XR-2 robot, as well as associated equipment and accessories. Key details include:
The project will be executed in multiple phases, with coordination between the construction contractor and the equipment vendor (Omnicell) being critical. The contractor must follow interim life safety, infection control, and egress requirements during construction. The work includes floor and ceiling repairs, equipment anchoring, utility connections, and finish installation. The project duration is approximately 120 calendar days from the notice to proceed. This is a 100% set-aside for service-disabled veteran-owned small businesses (SDVOSBs), with an award based on a trade-off selection process. The solicitation requires offers to be submitted electronically by December 12, 2024.
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PROPOSAL REQUEST
Replace Inpatient Robot
PLACE OF PERFORMANCE
VAPAHCS Palo Alto Building 100, first floor Room 31-120 3801 Miranda Avenue Palo Alto, 94304
Description: THE RESULTING SOLCITATION IS A PROPOSAL REQUEST.
Points of Contact: Alison Weinstein, Contract Specialist, alison.weinstein@va.gov AND Charee Harris, Contracting Officer, charee.harris@va.gov
Project Title: Replace Inpatient Robot
Project specifications and all associated project documents shall be incorporated into the Task Order Bid Request.
Questions regarding this notice shall be submitted via e-mail to: alison.weinstein@va.gov AND charee.harris@va.gov by deadline stated on SF1442. Please ensure both parties are emailed.
Site Visit: A Site Visit is scheduled for:
Time: 10:00 AM PST Date: Tuesday, November 26, 2024 Location: Meet in Building 100 Lobby, 3801 Miranda Avenue, Palo Alto, CA 94304
1. SOLICITATION NUMBER
2. TYPE OF SOLICITATION
3. DATE ISSUED
PAGE OF PAGES
4. CONTRACT NUMBER
5.
REQUISITION/PURCHASE REQUEST NUMBER
6. PROJECT NUMBER
7. ISSUED BY
CODE
8. ADDRESS OFFER TO
a. NAME
b. TELEPHONE NUMBER (Include area code) (NO COLLECT CALLS)
10. THE GOVERNMENT REQUIRES PERFORMANCE OF THE WORK DESCRIBED IN THESE
DOCUMENTS (Title, identifying number, date) 12a. THE CONTRACTOR MUST FURNISH ANY REQUIRED PERFORMANCE AND PAYMENT BONDS?
(If "YES," indicate within how many calendar days after award in Item 12B.)
12b. CALENDAR DAYS
13. ADDITIONAL SOLICITATION REQUIREMENTS:
STANDARD FORM 1442 (REV. 8/2014)
STANDARD FORM 1442
Prescribed by GSA-FAR (48 CFR) 52.236-1(d)
SOLICITATION, OFFER,
AND AWARD
(Construction, Alteration, or Repair)
SOLICITATION
SOLICITATION
IMPORTANT - The "offer" section on the reverse must be fully completed by offeror.
9. FOR INFORMATION
CALL:
NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".
SEALED BID (IFB)
NEGOTIATED (RFP)
11. The Contractor shall begin performance within ____________ calendar days and complete it within calendar days after receiving award, notice to proceed. This performance period is mandatory negotiable. (See _____________________________).
YES
NO
a.
Sealed offers in original and ___________________copies to perform the work required are due at the place specified in Item 8 by _____________ (hour) local time _____________________ (date). If this is a sealed bid solicitation, offers must be publicly opened at that time. Sealed envelopes containing offers shall be marked to show the offeror's name and address, the solicitation number, the date and time offers are due.
b.
An offer guarantee is, is not required.
c.
All offers are subject to the (1) work requirements, and (2) other provisions and clauses incorporated in the solicitation in full text or by reference.
d.
Offers providing less than _______________________ calendar days for Government acceptance after the date offers are due will not be considered and will be rejected.
36C26125R0014 X 11-12-2024 640-25-1-5281-0005 640-24-113 Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Palo Alto Health Care System (90/NCA) 3801 Miranda Ave Palo Alto CA 94304-1207 Submit electronically to BOTH:
alison.weinstein@va.gov
AND
charee.harris@va.gov
Alison Weinstein 650-582-9818
Project Number 640-24-113 The contractor must provide all personnel, equipment, tools, materials, supervision, and other items and services necessary to prepare the site on the Veterans Affairs Palo Alto Healthcare System (VAPAHCS) for the installation of a new Inpatient Pharmacy Robot. The new robot will replace an outdated model currently in use by the inpatient pharma cy service. Period of Performance is approximately 120 calendar days from issuance of notice to proceed (NTP).
NAICS 236220 Commercial and Institutional Building Construction, Size Standard: $45.0 million This procurement has been 100% set aside for SDVOSB
An award will be made to the responsible offeror whose offer, conforming to the RFP, will be most advantageous to the government. This procurement is Trade-Off selection process.
Offers are defined as consisting of both Prime Contractor’s Price Proposal and Prime Contractor’s Technical Proposal.
Offers shall be valid for at least 120 days.
IAW VAAR 836.204: Disclosure of magnitude is between $200,000 and $250,000.
Wage Determination CA20240018 applies to this requirement.
A single site visit is scheduled for the following date and time:
Time: 10:00 AM PST Date: Tuesday, November 26, 2024 Location: Meet in Building 100 Lobby, 3801 Miranda Avenue, Palo Alto, CA 94304
RFIs due: December 2, 2024, 10:00 AM PST to alison.weinstein@va.gov AND charee.harris@va.gov Offer due date: December 12, 2024, 10:00 AM PST to alison.weinstein@va.gov AND charee.harris@va.gov
Bid, Performance, and Payment bonds apply to this requirement.
All documentation must be submitted electronically BOTH to alison.weinstein@va.gov AND charee.harris@va.gov
X X 52.211-10 X
10:00 AM
PST
12-12-2024 X
14. NAME AND ADDRESS OF OFFEROR
15. TELEPHONE NUMBER
16. REMITTANCE ADDRESS
CODE
FACILITY CODE
17. The offeror agrees to perform the work required at the prices specified below in strict accordance with the terms of the solicitation, if this offer is accepted by the Government in writing within __________ calendar days after the date offers are due.
AMOUNTS
18. The offeror agrees to furnish any required performance and payment bonds.
19.
ACKNOWLEDGMENT OF AMENDMENTS
AMENDMENT
NUMBER
DATE.
20a. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER 20b. SIGNATURE 20c. OFFER DATE
21. ITEMS ACCEPTED:
22. AMOUNT
23. ACCOUNTING AND APPROPRIATION DATA
24. SUBMIT
INVOICES TO ADDRESS SHOWN IN
ITEM
25. OTHER THAN FULL AND OPEN COMPETITION PURSUANT TO
10 U.S.C. 2304(c)( 41 U.S.C. 3304(a) (
26. ADMINISTERED BY
27. PAYMENT WILL BE MADE BY
PHONE:
FAX:
28.
NEGOTIATED AGREEMENT
29. AWARD
Your Contractor agrees offer on this solicitation is hereby accepted as to the items listed. This to furnish and deliver all items or perform all work requirements identified award consummates the contract, which consists of (a) the Government on this form and any continuation sheets for the consideration stated in solicitation and your offer, and (b) this contract award. No further cont-this contract. The rights and obligations of the parties to this contract ractual document is necessary.
shall be governed by (a) this contract award, (b) the solicitation, and (c) the clauses, representations, certifications, and specifications incorporated by reference in or attached to this contract.
30a. NAME AND TITLE OF CONTRACTOR OR PERSON AUTHORIZED 31a. NAME OF CONTRACTING OFFICER
TO SIGN
30b. SIGNATURE 30c. DATE 31b. UNITED STATES OF AMERICA 31c. AWARD DATE
BY
OFFER
AWARD
STANDARD FORM 1442 (REV. 8/2014) BACK
(Include ZIP Code) (Include area code) (Include only if different than Item 14.)
(Insert any number equal to or greater than the minimum requirement stated in Item 13d. Failure to insert any number means the offeror accepts the minimum in Item 13d.)
(The offeror acknowledges receipt of amendments to the solicitation -- give number and date of each) (Type or print) (4 copies unless otherwise specified) (Type or print) (Type or print) (Contractor is required to sign this document and return _______ copies to issuing office.)
(Contractor is not required to sign this document.)
(Must be fully completed by offeror) (To be completed by Government)
CONTRACTING OFFICER WILL COMPLETE ITEM 28 OR 29 AS APPLICABLE
Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Palo Alto Health Care System (90/NCA) 3801 Miranda Ave Palo Alto CA 94304-1207 Department of Veterans Affairs FMS-VA-2(101) Financial Services Center
PO
Box 149971 Austin TX 78714-9971
Replace Inpatient Robot ‐ PAD Project No. 640-24-113 Department of Veterans Affairs Palo Alto Health Care System Palo Alto, CA 94304
STATEMENT OF WORK
PROJECT TYPE: NRM
DATE: October 28, 2024
PROJECT LOCATION: VA Palo Alto, CA, Building 101, Room E1‐120
EXECUTIVE SUMMARY
A. PROJECT DESCRIPTION: This construction project will prepare the site on the Veterans Affairs Palo Alto Healthcare System (VAPAHCS) for the installation of a new Inpatient Pharmacy Robot. The new robot will replace an outdated model currently in use by the inpatient pharmacy service.
B. PROJECT LOCATION: VAPAHCS Palo Alto, Building 100, first floor, Room E1-120, 3801 Miranda Avenue, Palo Alto, 94304.
C. PROJECT CONSTRAINTS: The contractor must follow interim life safety plan, infection control measures, and egress plans during construction. The contractor must coordinate all utility shutdowns and “hot work” with the contracting officer’s representative. The contractor shall follow all applicable federal and local jurisdictions laws, standards, and code requirements when conducting the work. Contractor shall work with COR to minimize construction impact on VAPAHCS and Pharmacy daily operations at Palo Alto Division. Access to space will be provided by Pharmacy staff and there will be no access to Pharmacy space other than area of construction work and egress from designated pharmacy entrance.
Table of Contents
| 1 | PROJECT BACKGROUND | 5 |
| 2 | PROJECT PURPOSE AND DESCRIPTION | 5 |
| 3 | STATEMENT OF BID ITEMS | 6 |
| 4 | SPECIFICATIONS AND DRAWINGS | 9 |
| 5 | COMPLIANCE WITH CODES AND STANDARDS | 10 |
| 6 | ADDITIONAL CONSIDERATIONS | 10 |
| 7 | COORDINATION AND EXECUTION | 11 |
| 8 | RFIs and Change Orders. | 12 |
| 9 | ATTACHMENTS | 12 |
| 10 | ABBREVIATIONS AND ACRONYMS | 13 |
| INSTRUCTIONS, CONDITIONS AND OTHER STATEMENTS TO BIDDERS/OFFERORS | 17 | |
| REPRESENTATIONS AND CERTIFICATIONS | 34 | |
| GENERAL CONDITIONS | 43 |
Contractors shall refer to the solicitation documents for the minimal submission requirements and instructions pertaining to this project. The contractor shall provide services during construction as outlined in this statement of work, as well as associated design documents, drawings, and specifications. These construction services shall be provided to the Veterans Affairs Palo Alto Healthcare System (VAPAHCS), located at 3801 Miranda Avenue, Palo Alto, CA 94304, all in accordance with this Statement Of Work (SOW) and applicable contract terms or conditions.
1 PROJECT BACKGROUND
The existing Pharmacy Inpatient Robot in Building 100 has served its useful life span and requires replacement. The new 3 bay, Omnicell Model XR-2 Robot, with a weight of 15,658 pounds and a footprint of 19’-0” long by 12’-0” wide and 7’-6” high, is heavier than the existing Rx APSII Robot with a footprint of 31’-8” long by 7’-0” wide and 8’-0” high. The removal and disposal of the existing robot, and installation of the new robot and associated equipment (equipment), will be provided by the VA equipment vendor (Omnicell). Refer to Enclosure ‐1, page 17, for Robot size, weight, modules and clearances. Refer to Enclosure ‐2, for associated equipment and accessories.
In order to accommodate the new equipment, site preparation and modifications are required to support the additional weight and utility requirements, including networking and communication connections. Site preparation and modifications include floor and ceiling repairs, equipment anchoring, providing utility requirements, and as further described in the Statement of Bid Items and this SOW.
2 PROJECT PURPOSE AND DESCRIPTION
2.1 The intent is to select a qualified contractor to provide all labor, materials, equipment, tools, and supervision required to provide full construction services to prepare the room, anchor the new equipment, connect required utilities, and install finishes once the equipment is installed. Work shall be executed as described in this SOW, supporting documents, and as directed by the CO and COR.
3 STATEMENT OF BID ITEMS
3.1 Phasing: The project will be delivered in the following phases. Coordination between the construction contractor and the equipment vendor (Omnicell) is crucial to the successful completion of the project as a whole.
Contractor to provide a Starc Wall to isolate construction area dust from Pharmacy compounding area. Submit layout to the COR for approval prior to any construction activity. Contractor to provide and maintain negative pressure in construction work area per ICRA requirements. Refer to Enclosure‐6 for suggested Stark Wall layout and construction work area requiring negative pressure during Robot replacement.
3.1.1 XR-2 Robot
A. Phase 1:
i. The existing robot will be decommissioned and removed by the equipment vendor. NIC
ii. Contractor to patch and/or repair the existing flooring to match adjacent flooring after removal of the existing robot.
iii. The existing ceiling lights located over the proposed location of the new robot require removal per equipment specifications. Contractor to remove ceiling lights and replace with smooth, cleanable ceiling tiles (Armstrong Ultima or equivalent) or ceiling insert panels. Existing ceiling is a suspended system made up of two foot x four foot panels supported by a suspension system of main beams, cross tees and hangers. Relocate the existing supply air diffuser, currently located over the proposed new robot, away from the robot overhead per equipment specifications. Refer to reflected ceiling plan in Enclosure ‐7 for existing locations of ceiling lights and supply air diffuser.
B. Phase 2:
i. The new Robot to be installed by equipment vendor. NIC
ii. Contractor to provide and install anchorage as required for the new Robot.
Anchorage to be as per Enclosures ‐1 and ‐10 as required for the new Robot. Note, in case of conflicting anchorage size and or type, Enclosure -10 governs.
iii. Prior to installing anchorage, contractor to scan the existing concrete on metal decking floor to locate existing reinforcing. Refer to Enclosure‐11 for results of pre-construction scan provided for information only. Electronic scan results can be provided after contract award.
C. Phase 3:
i. Connect Utilities: Refer to Enclosure ‐1, pages 27-38, for electrical, HVAC, compressed air, lighting, and other siting requirements for the XR2 robot. Contractor to notify COR to coordinate with Engineering services prior to connecting utilities.
ii. Existing air compressor and air dryer were verified to match requirements in Enclosure ‐1. Refer to Enclosure ‐13 for location of existing in Basement level of B100.
iii. Install and connect all power cables and data cables for robot and accessories: Contractor to run new cables for new power and data.
iv. Contractor to install new power outlets and conduits for the robot only per code requirements.
v. Contractor to verify electrical loads. Refer to Enclosures ‐1 and ‐12 for equipment requirements as required.
vi. Connections for communication and OIT requirements: Contractor to notify COR to coordinate with VA’s OIT and Engineering services. Refer to Enclosure ‐1, page 43, for networking and telecom requirements.
vii. Contractor to provide and install one new patch panel. Model is Leviton Cat 6A Universal Patch Panel, 48-Port, 1RU, SKU: 6A586-000-U24. Cable management bar included. New patch panel to locate in Telephone Room E1-TC-4. Refer to Enclosure ‐14 for location.
viii. Contractor to install all new data outlets for robot and accessories. Refer to Enclosure‐8 for new and existing power and data jack locations. Notify the COR to coordinate installation with VA OIT and Pharmacy.
ix. Contractor to patch and repair floor tiles, drywall, and ceiling as required including any damage done by installation of the new robot and ancillary accessories.
D. Phase 4: - Robot vendor will bring the XR2 online. NIC
3.1.2 Yuyama Packager
A. Phase 5:
i. The existing packager will be decommissioned and removed by the equipment vendor. NIC
ii. Contractor to patch and/or repair the existing flooring to match adjacent flooring after removal of the existing packager as required.
B. Phase 6:
i. The new Yuyama packager to be installed by equipment vendor. NIC
ii. Contractor to provide and install anchorage as required for the new Packager. Anchorage to be as per Enclosures ‐2 and ‐10 as required for the new Packager. Note, in case of conflicting anchorage size and or type, Enclosure ‐10 governs.
iii. Prior to installing anchorage, contractor to scan the existing concrete on metal decking floor to locate existing reinforcing as required. Refer to Enclosure ‐11 for results of pre-construction scan provided for information only. Electronic scan results can be provided after contract award.
C. Phase 7:
i. Connect Utilities: Refer to Enclosures ‐2 and ‐12 for electrical requirements for robot accessories. Contractor to notify COR to coordinate with Engineering services prior to connecting utilities.
ii. Contractor to install new power outlets and conduits for the robot accessories per code requirements.
iii. Contractor to verify electrical loads. Refer to Enclosures ‐1 and ‐12 for equipment requirements as required.
iv. Connections for communication and OIT requirements: Contractor to notify COR to coordinate with VA’s OIT and Engineering services. Refer to Enclosure ‐1, page 43, for networking and telecom requirements.
v. Contractor to patch and repair floor tiles, drywall, and ceiling as required including any damage done by installation of the new ancillary accessories.
D. Phase 8: - Equipment vendor will bring the Packager online. NIC
3.1.3 Existing reinforcing shall not be cut or modified. This requirement does not apply to welded wire mesh as applicable. If anchor location conflicts with existing reinforcing, notify the COR prior to continuing the work. Refer to Enclosure -10 for structural drawings and General Notes for equipment anchorage.
3.1.4 If existing conduits or other utilities conflict with anchorage installation, notify the COR prior to continuing the work.
3.1.5 Networking will be coordinated with Omnicell and Bio-Med.
3.2 Project Duration
3.2.1 Removal of existing Robot is estimated duration of one week by others. Installation and build of new XR2 robot is estimated duration four weeks by others.
A. With exception of any construction requirements after removal of the existing robot, and any anchoring delays for the new XR2 robot, time duration from removal of existing robot through end of construction related work for the new XR2 robot is anticipated at 9 weeks for completion, estimated to occur two weeks prior to XR2 Go Live.
3.2.2 Removal and installation of packager is estimated duration of one week by others.
A. With exception of any construction requirements after removal of existing packager, and any anchoring delays for the new Yuyama packager, time duration from removal to completion of installation of packager is one week, simultaneously working with the equipment deinstallation/reinstallation by others. XR2 Go Live is scheduled to coincide with removal of packager and installation of new Yuyama.
The anticipated duration of the work for both the robot and accessories is critical in minimizing construction impact on VAPAHCS and Pharmacy and associated medical requirements.
3.3 The contractor shall be knowledgeable of all national, state and VA healthcare standards, design guides and policies. The contractor shall maintain valid and current contractor’s licensure, verifications, and certifications, as applicable for this project.
Standards and Guides include: VA Construction Standards, National Fire Protection Associate Codes (NFPA), Guidelines for Design and Construction of Hospitals and Healthcare Facilities, 2024 ed., published by the American Institute of Architects (AIA), and Guidelines for Environmental Infection Control in Healthcare Facilities.
Other applicable technical manuals, guides, and standards include: VA Pharmacy Design Guide, Electrical Design Manual (PG-18-10), Lighting Design Manual (PG-18- 10), Infrastructure Standard for Telecommunications Spaces (ISTS) Version 4 and Appendix A and B (Telecom Data Center and Infrastructure Engineering Design Standards Service Catalog – Office of Construction & Facilities Management (va.gov)), H-18A, Seismic Design Handbook, Physical Security and Resiliency Design Manual (DESIGN MANUALS (PG18-10) - Office of Construction & Facilities Management (va.gov)), and Physical Security Requirements and Options, VA Handbook 0730/4, Appendix B.
4 SPECIFICATIONS AND DRAWINGS
| 4.1 | The contractor may, at their own expense, create additional drawings and specifications for the purpose performing the work described in the contract, using electronic files furnished by the government. All available record drawings will be provided upon request to the Contractor. They should not however, be considered “as-built”. These drawing files are provided without warranty or obligation to its accuracy or information contained in the files. All information in the files shall be independently verified by the user. Any user shall agree to indemnify and hold the VA harmless from all claims, damages, losses and expenses, including but not limited to, attorney fees arising out of the use of the drawing files. |
| 4.2 | As-built Drawings. The contractor shall be responsible to provide marked-up as built drawings and deliver two approved completed sets of as-built drawings to the Contracting Officer’s Representative as per paragraph 1.13 of spec section 01 00 00. |
5 COMPLIANCE WITH CODES AND STANDARDS
5.1 The contractor shall comply with all design drawings and specifications during the project, including applicable codes and standards described in the VA’s design guides and design manuals, and the VA’s standards for information technology. Also refer to 3.2 of this SOW.
6 ADDITIONAL CONSIDERATIONS
| 6.1 | Restoration Plan: Including, but not be limited to, general requirements, restoration for any damages to existing walls, ceiling, equipment, wires, or utilities during construction. |
| 6.2 | Submittal Register Schedule: The submittal register included within the project specifications lists individual submittal sections with schedule and submittal descriptions. Submittal register shall be submitted prior commencing construction work. |
| 6.3 | Utility shutdowns. The contractor shall coordinate all utility shutdowns with the contracting officer’s representative. Major utility shutdown will require 45 days advance notice to coordinate with facility. Minor utility shutdown will require 15 days advance notice to coordinate with facility. |
| 6.4 | Interim Life Safety Measures (ILSM). Contractor shall coordinate with the contracting officer’s representative, VA Safety Officer, VA Infection Control firm, to comply with any Interim Life Safety Measures required during construction. Life Safety Measures will include the following, at a minimum; |
6.4.1 Providing and maintaining compliant fire/smoke barriers and sprinklers or heat detectors as needed during construction.
6.4.2 Ensuring that the equipment staging or lay down areas, if applicable, comply with applicable VAPAHCS safety requirements. Any staging or lay down areas and construction fencing must be coordinated between the general contractor and contracting officer’s representative.
| 6.5 | Infection Control Risk Assessment (ICRA) – Contractor to provide and maintain a minimum of a Class IV Infection Control precaution/procedure for the work duration as prescribed in the current VA Health Care System Memorandum SAFE18-63. |
| 6.6 | Security Considerations. At no time will the vendor be in contact or have access to VA sensitive information. Certification and accreditation (C&A) requirements do not apply, and a Security Accreditation Package is not required. VA sensitive information procedures will be followed per VA Handbook 6500.6. The Contractor |
will adhere to VAAR 852.252-75, Security Requirements for Unclassified Information Technology Resources (Interim-October 2010).
| 6.7 | Station Operations. The contractor shall generally perform all on-site visitation or work between the hours of 8:00 AM and 4:30 PM, Monday through Friday (Federal Holidays excluded), unless otherwise approved by the contracting officer’s representative. The contractor may be required to perform all or part of work elements involving significant noise or vibrations affecting nearby areas outside of these normal work hours, in order to avoid impacting daily operations. |
| 6.8 | For any activity that impacts the facility operation, contractor shall coordinate with the COR to perform such activities after hours or on the weekends. |
| 6.9 | Contractor shall coordinate with the COR and comply with all VA and local COVID19 safety requirements. |
7 COORDINATION AND EXECUTION
7.1 User Groups. The contractor will be required to work with the below user groups responsible for managing this project. The contractor is advised that only the contracting officer has authority to alter the contract once awarded, or to legally obligate the government pursuant to any changes in the scope of the project thereof.
7.1.1 Contracting Officer (CO): The CO shall be responsible for all contractual administration of this project. All transactions of a legal nature, including contractual agreements, amendments, change orders, etc. shall be approved and processed through the CO.
7.1.2 Contracting Officer’s Representative (COR): The COR shall be responsible for the construction management on behalf of the VA and will manage the project on a day-to-day basis to ensure that the project requirements are met from the notice to proceed through completion of the work and acceptance, according to project scope of work and construction documents or specifications.
7.2 Construction Administration
7.2.1 Project Schedule. After award of contract the contractor shall provide to the VA a detailed schedule of all project activities, including milestone dates and critical paths, as well as update such schedule if plans are modified during the project. Overall project schedule shall be broken to activities in which each activity shall have less than 20 workdays duration. Master schedule shall be updated and submitted monthly to the COR. Contractor shall also provide 3 weeks look ahead schedule weekly to the COR by COB on Monday. No work is allowed until master schedule is approved by the COR.
7.2.2 Schedule of Values. The contractor shall provide a schedule of values, along with the project schedule, which is aligned with the various activities of work. This schedule of values, if approved, may be used by the contracting officer’s representative as a basis for evaluating reviewing progress performance and payments. Schedule of values shall be broken into details to be aligned with overall project schedule. Schedule of values shall have 10% of overall project cost designated for punch walk and project close out.
7.2.3 Observation and Site Visits. The contracting officer’s representative and/or designated representatives may require access in order to monitor, observe, and review all aspects of the project to ensure compliance with the construction documents and other regulatory requirements.
7.2.4 Project Meetings and Inspections. The contractor shall be required to attend or provide a designated representative for coordinated field observation inspections for progress evaluations and reports, and other site visits as needed, including punch list or pre-final and final inspections. Such inspections may occur on a monthly basis, or more frequently as needed. The contracting officer’s or other designated representatives may inspect all aspects of the project in order to complete written progress reports, including the performance of work activities in the project schedule or schedule of values, and verification of the contractor’s compliance with applicable safety, infection control, or interim life safety requirements. Contractor shall attend weekly owner, architect and contractor (OAC) meeting, and is responsible for providing meeting minutes and agenda for each meeting.
7.2.5 Submittals. The contractor will be responsible to furnish submittals in accordance with the design specifications and submittals register. The contractor shall submit shop drawings, schedules, manufacturer's literature and data, and certificates in electronic format. Physical samples shall be shipped directly to the AE for inspection, and one sample furnished to the contracting officer’s representative for approval. Further details are provided in the project specifications for shop drawings and submittals.
8 RFIs and Change Orders.
8.1.1 During construction the contractor may submit requests for additional information concerning the design or other aspects of the project; however, these must be submitted in writing. These must include, at a minimum, a description of or background information for the issue in question, as well as a complete impact assessment for any recommended changes. The contracting officer’s or designated AE representative will review, evaluate, and respond as required. Any proposed changes to the scope or deviations from the design documents may be submitted to the contracting officer’s representative for review and discussion, however any such changes to the contract or scope of the project must first be approved by the contracting officer in writing before implementation.
9 ATTACHMENTS
9.1 Enclosure 1 – Omnicell XR2 Customer Readiness Guide
Enclosure 2 – Yuyama Packager Specifications Enclosure 3 – Blister Packager Specifications Enclosure 4 – AIO Readiness Guide Enclosure 5 – Scanner Specifications Enclosure 6 – Fit-Test Plan Enclosure 7 – Reflected Ceiling Plan above Robot Enclosure 8 – AIO Layout Enclosure 9 – Inpatient Pharmacy Robot -ICRA Enclosure 10 – Pharmacy Robot Replacement B100 Structural Drawings Enclosure 11 – Building 100 E1-120 GPR Report Enclosure 12 – Yuyama Equipment Specifications Enclosure 13 – Existing Air Compressor & Air Dryer Location Enclosure 14 – New Patch Panel Location Enclosure 15 - Specifications
| 10 ABBREVIATIONS | AND | ACRONYMS |
| AE | ||
| Architectural & Engineering Firm |
| ASHRAE |
| American Society of Heating, Refrigerating and Air-Conditioning Engineers |
| ASME |
| American Society of Mechanical Engineers |
| ASTM |
| American Society for Testing and Materials |
| CA |
| Commissioning Agent |
| CD |
| Construction Documents |
| CM |
| Construction Manager |
| CO |
| Contracting Officer |
| COR |
| Contracting Officer’s Representative |
| DD |
| Design Development |
| GC |
| General Contractor |
| ILSM |
| Interim Life Safety Measures |
| NEBB |
| National Environmental Balancing Bureau |
| NFPA |
| National Fire Protection Association |
| NTP |
| Notice to Proceed |
| O&M |
| Operations and maintenance documents |
| OAC |
| Owner/Architect/Contractor |
| OSHA |
| Occupational Safety and Health Administration |
| PSRDM |
| Physical Security and Resiliency Design Manual |
| SD |
| Schematic Development |
| SOW |
| Statement of Work |
| SSTV |
| Security Surveillance Television |
| TAB |
| Testing, adjusting, and balancing |
| VA |
| Veterans Affairs |
| VAPAHCS |
| Veterans Affairs Palo Alto Health Care System |
End of Section
STATEMENT OF WORK – REPLACE INPATIENT ROBOT - PAD
STATEMENT OF WORK – REPLACE INPATIENT ROBOT - PAD
Project Number 640-24-113 Page 1
Page 1 of
Table of Contents
| PART I - THE SCHEDULE | 2 | |
| SECTION A - SOLICITATION/CONTRACT FORM | 2 | |
| A.1 SF 1442 SOLICITATION, OFFER, AND AWARD (Construction, Alteration, or Repair) | 2 | |
| A.2 SF 1442 SOLICITATION, OFFER, AND AWARD (CONSTRUCTION, ALTERATION, OR REPAIR)– BACK | 3 | |
| Table | of Contents | 4 |
| 1 | PROJECT BACKGROUND | 5 |
| 2 | PROJECT PURPOSE AND DESCRIPTION | 5 |
| 3 | STATEMENT OF BID ITEMS | 6 |
| 4 | SPECIFICATIONS AND DRAWINGS | 9 |
| 5 | COMPLIANCE WITH CODES AND STANDARDS | 10 |
| 6 | ADDITIONAL CONSIDERATIONS | 10 |
| 7 | COORDINATION AND EXECUTION | 11 |
| 8 | RFIs and Change Orders. | 12 |
| 9 | ATTACHMENTS | 12 |
| 10 | ABBREVIATIONS AND ACRONYMS | 13 |
| INSTRUCTIONS, CONDITIONS AND OTHER STATEMENTS TO BIDDERS/OFFERORS | 17 | |
| 2.1 52.216-1 TYPE OF CONTRACT (APR 1984) | 22 | |
| 2.2 52.222-5 CONSTRUCTION WAGE RATE REQUIREMENTS—SECONDARY SITE OF THE WORK (MAY 2014) | 23 | |
| 2.3 52.222-23 NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL EMPLOYMENT OPPORTUNITY FOR CONSTRUCTION (FEB 1999) | 23 | |
| 2.4 52.225-10 NOTICE OF BUY AMERICAN REQUIREMENT—CONSTRUCTION MATERIALS (MAY 2014) | 24 | |
| 2.5 52.228-1 BID GUARANTEE (SEP 1996) | 25 | |
| 2.6 52.228-17 INDIVIDUAL SURETY—PLEDGE OF ASSETS (BID GUARANTEE) (FEB 2021) | 26 | |
| 2.7 52.236-27 SITE VISIT (CONSTRUCTION) (FEB 1995) ALTERNATE I (FEB 1995) | 26 | |
| 2.8 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998) | 26 | |
| 2.9 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018) | 27 | |
| 2.10 VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (JAN 2023) (DEVIATION) | 27 | |
| 2.11 VAAR 852.228-72 ASSISTING SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESSES IN OBTAINING BONDS (DEC 2009) | 29 | |
| 2.12 VAAR 852.232-70 PAYMENTS UNDER FIXED-PRICE CONSTRUCTION CONTRACTS (WITHOUT NAS– CPM) (NOV 2018) | 29 | |
| 2.13 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION (OCT 2018) | 32 | |
| 2.14 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018) | 33 | |
| 2.15 VAAR 852.239-75 INFORMATION AND COMMUNICATION TECHNOLOGY ACCESSIBILITY NOTICE (FEB 2023) | 33 | |
| REPRESENTATIONS AND CERTIFICATIONS | 34 | |
| 3.1 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (MAY 2024) | 34 | |
| 3.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021) | 38 | |
| 3.3 52.204-29 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT ORDERS—REPRESENTATION AND DISCLOSURES (DEC 2023) | 40 | |
| GENERAL CONDITIONS | 43 | |
| 4.1 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014) | 43 | |
| 4.2 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB COVERED ENTITIES (DEC 2023) | 43 | |
| 4.3 52.204-30 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT ORDERS—PROHIBITION (DEC 2023) | 44 | |
| 4.4 52.211-10 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK (APR 1984) ALTERNATE I (APR 1984) | 49 | |
| 4.5 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (FEB 2024) | 49 | |
| 4.6 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020) | 52 | |
| 4.7 52.225-9 BUY AMERICAN—CONSTRUCTION MATERIALS (OCT 2022) | 52 | |
| 4.8 SUPPLEMENTAL INSURANCE REQUIREMENTS | 57 | |
| 4.9 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) | 58 | |
| 4.10 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION) | 60 | |
| 4.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018) | 63 | |
| 4.12 VAAR 852.236-71 SPECIFICATIONS AND DRAWINGS FOR CONSTRUCTION (APR 2019) | 64 | |
| 4.13 VAAR 852.236-80 SUBCONTRACTS AND WORK COORDINATION (APR 2019) | 65 | |
| 4.14 VAAR 852.242-70 GOVERNMENT CONSTRUCTION CONTRACT ADMINISTRATION (OCT 2020) | 65 | |
| 4.15 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) | 66 | |
| 4.16 VAAR 852.243-70 CONSTRUCTION CONTRACT CHANGES—SUPPLEMENT (SEP 2019) | 67 | |
| 4.17 IT CONTRACT SECURITY | 68 | |
| 4.18 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022) | 78 | |
| 4.19 VAAR 852.204-70 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (MAY 2020) | 78 | |
| 4.20 VAAR 852.228-70 BOND PREMIUM ADJUSTMENT (JAN 2008) | 78 | |
| 4.21 VAAR 852.246-71 REJECTED GOODS (OCT 2018) | 78 | |
| 4.22 OTHER ATTACHMENTS | 84 |
INSTRUCTIONS, CONDITIONS AND OTHER STATEMENTS TO BIDDERS/OFFERORS
1. INTRODUCTION:
0. These instructions prescribe the format of Offers. Offers are defined as consisting of both Prime Contractor’s Price Proposal and Prime Contractor’s Technical Proposal. These instructions describe the approach for the development and presentation of the required information and documentation. These instructions are designed to ensure the submission of necessary information and documentation to provide for the comprehensive evaluation of offers.
0. Offerors are cautioned to carefully review this solicitation prior to commencing preparation. For offers to receive full consideration for award, offerors shall ensure that the information and documentation furnished in support of the price proposal and the technical proposal are current, factual, complete, and accurate.
0. Offerors are strictly advised to comply with all instructions within this solicitation to ensure submission of a complete Prime Contractor Offer. Failure to furnish a complete offer per the instructions of this solicitation by the required time and date may result in the Offeror’s proposal being determined ineligible.
0. The Government intends to award without discussions, unless discussions are in the best interest of the Government.
1. CONTRACT TYPE:
1. The awarded contract will be a firm fixed price (FFP) contract.
1. This solicitation is a total SDVOSB set-aside. The offeror MUST have an active Unique Entity Identification (UEI) number and be current in System for Award Management (SAM). SDVOSB firms must be Certified Veteran Eligibility (CVE) verified prior to the submission of proposals.
1. SUBMISSION INSTRUCTIONS:
2. Each offeror shall also provide one (1) emailed copy of the technical proposal and one (1) emailed copy of the price proposal, to arrive on or before the due date/time to both charee.harris@va.gov AND alison.weinstein@va.gov The subject line of the email must cite RFP: 36C26125R0014. In no circumstances shall file size exceed 10MB. Multiple emails are acceptable.
2. Faxed proposals are not permitted under any circumstances.
2. Please ensure you allow time for email transmission.
2. Offerors MUST mark the subject line of the email as 36C26125R0014 Replace Inpatient Robot Technical Proposal and 36C26125R0014 Replace Inpatient Robot Price Proposal.
2. Offer Due date is December 12, 2024, at 10:00 A.M. Pacific Time.
1. QUESTIONS CONCERNING THIS RFP:
3. All Requests for Information (RFIs) regarding this RFP shall be submitted in writing and received no later than Monday, December 2, at 10:00 AM Pacific Time to allow replies to reach all prospective offerors in a timely manner. All RFIs shall be sent via email to both Charee Harris charee.harris@va.gov AND Alison Weinstein at alison.weinstein@va.gov
1. PRE-PROPOSAL SITE VISIT:
Offerors are urged and expected to inspect the site where services are to be performed and to satisfy themselves regarding all general and local conditions that may affect the cost of performing these services. In no event shall failure to inspect the site constitute grounds for a claim after contract award. See block 10 of SF1442 for site visit details.
1. PROPOSAL FORMAT:
5. All commitments made in the proposal may become a part of the resultant contract. The data submitted with each proposal shall be complete and concise, but not overly elaborate. Reliance on promotional brochures is discouraged.
5. The Technical Volume shall not exceed the page limits stated herein. If the page limits are exceeded, the pages in excess of the limit will not be read or considered. Page limits for entire Technical Proposal shall not exceed thirty (30) pages front and back. The CPARS/Past Performance questionnaires do not count as part of the 30 pages.
5. Page Limits Shall Include: All appendices, charts, graphs, diagrams, tables, photographs, drawings, etc. except as noted in the instructions. Text lines will be single-spaced.
5. Written proposals shall be prepared on standard 8.5 x 11-inch paper (charts may be landscaped but must be on 8.5 x 11-inch paper) and shall be in a legible font size (11 or 12 point). All pages of each proposal shall be appropriately numbered and identified with the RFP number. For ease of reference, consecutive page numbering with tabs is required.
5. Email Copy: Provide one (1) email copy of the complete proposal (Volumes 1 and 2) as specified above.
5. Indexing: Each volume will contain a “Table of Contents” for that volume. The “Table of Contents” will identify major elements of technical and price proposals. Tab indexing will be used to identify Sections as appropriate. Table of Contents and Tab indexes do not count toward page limitation.
5. Offerors may, at the discretion of the Government, be asked to provide information for clarification purposes regarding their proposals. Requests for such clarification information do not constitute discussions.
5. The offeror shall be held responsible for the validity of all information supplied in their proposal, including information provided by potential subcontractors. Should subsequent investigation disclose that the fact and conditions were not as stated, the proposal may be rejected and receive no further consideration.
5. If revised proposals are requested, the number of revised copies to be submitted shall be the same as those of initial proposals unless stated otherwise.
1. PROPOSAL VOLUME CONTENTS:
TECHNICAL VOLUME (BINDER - 1): Include the following information on the cover:
Company Name Replace Inpatient Robot
RFP: RFP: 36C26125R0014
Volume 1 – Technical Proposal
BINDER INDEX:
Tab 1: Copies of certifications and licenses, as specified in “Evaluation” section.
Tab 2: Key Personnel Experience, as specified ...
Tab 3: Technical/Management Approach, as specified ...
Tab 4: Past Performance, as specified ...
6. The Technical volume shall include necessary information regarding the offeror’s ability to perform requirements outlined in the solicitation. Failure to provide a Technical Proposal in accordance with the solicitation instructions shall render an offeror’s proposal incomplete and ineligible for award.
6. Similar scope and complexity, when referred to in the evaluation factors, is defined as projects that consist primarily with site preparation, anchoring equipment, connecting utilities, and installing finishes.
6. Similar magnitude (size), when referred to in the evaluation factors, is defined as projects that were valued between $200,000 and $250,000.
6. The project personnel included in the offer shall be the personnel that are assigned to the project for the entire project. In the event a substitution must be made during the course of the project, the contractor shall submit to the contracting officer a request that includes a resume of the proposed substitution that indicates the person meets all of the qualifications in the evaluation factor included in this solicitation.
6. This project requires a Superintendent. The Superintendent must be a full-time and dedicated only to this project. The Superintendent must perform full-time in this role and no other role. The Superintendent must not perform other duties or responsibilities, i.e., safety officer, quality control officer, job site or home office project manager during the project duration.
6. The letter of intent for project personnel shall contain the following information:
5. Current Employees - Letter that is signed by both the employee and contractor that lists the solicitation the contractor is proposing on and their proposed roll on the project.
5. Potential Employees - Contractor must provide a letter of intent signed by both the Contractor and potential employee that lists the following:
1. Specific solicitation/project being offered on
1. The position the proposed employee will be taking
1. Statement that the proposed employee has NO known conflicts that would prevent him or her from completing this project if awarded and that this person possesses the skills necessary to perform the required tasks as assigned
6. If proposing as a joint venture, a copy of the executed joint venture agreement shall be included with the proposal.
PRICE VOLUME (BINDER – 2): Include the following information on the cover:
Company Name Replace Inpatient Robot
RFP: RFP: 36C26125R0014
Volume 2 – Price
BINDER INDEX
| Tab 1: | Standard Form 1442 (fully completed and signed); and acknowledgment of all amendments by either entering data in block 19 of the SF1442 or, completing blocks 15 a, b and c of the Amendment(s) (SF30’s) and returning with offer. |
| Tab 2: | Cost Break-Out Sheet (fully completed) |
| Tab 3: | SF24 Bid Bond with Raised Seals, and Power of Attorney (original bid bond, fully completed/signed as required) |
| Tab 4: | Safety & Environmental Record Documentation |
| Tab 5: | Experience Modification Rate (EMR) Documentation |
| Tab 6: | Representations and Certifications. as applicable |
*Note: Offerors are responsible for insuring and verifying their offer and all required documents are received at the address designated in block 8 of the SF1442 Solicitation (and further specified directly below) by the date and time specified in block 13A of the SF 1442 Solicitation (subject to amendment).
PROSPECTIVE CONTRACTORS’ RESPONSIBILITY: Purchases shall be made from, and contracts shall be awarded to, responsible prospective contactors only. The presumed winning offer must be determined as “Responsible” by the Contracting Officer in accordance with FAR Part 9, Contractor Qualifications. To aid in making this determination, offerors shall provide:
1. Safety & Environmental Record information as specified below
2. Experience Modification Rate (EMR) information as specified below
3. Completed Representations and Certifications; FAR 52.204-8, 52.209-5, and 52.209-7.
This information, along with other information obtained from Government systems, such as the OSHA and EPA online inspection history databases will be used to make the Determination of Responsibility. Failure to affirm being within the guidelines below or submit this information may result in a determination of non-Responsibility and make the offer ineligible for award. The Contracting Officer will obtain additional information as needed and specified in FAR 9.105-1 to make the Determination of Responsibility, to include, but not limited to the Federal Awardee Performance and Integrity Information System (FAPIIS), Excluded Parties List System (EPLS) and Past Performance Information Retrieval System (PPIRS).
ADDITIONAL SOLICITATION INFORMATION: See Provision 52.236-27 for specific information regarding the project pre-proposal site visit. This pre-proposal site visit will be the only opportunity for potential offerors to visit the site. All potential contractors, subcontractors, and suppliers are strongly encouraged to attend this pre-proposal site visit.
REQUEST FOR INFORMATION (RFI): To obtain clarifications and/or additional information concerning the contract requirements, submit a written RFI utilizing the RFI Form included in this RFP, and send it via email to both charee.harris@va.gov AND alison.weinstein@va.gov. See RFI Form for specifics.
RFIs will be responded to as necessary in amendment format and will be posted on Sam.gov. Deadline for submission or RFIs for this RFP is Monday, December 2, at 10:00 AM Pacific Time. No questions will be answered after this date/time unless determined to be in the best interest of the Government as determined by the Contracting Officer. Telephone request for information will not be accepted or returned.
SYSTEM FOR AWARD MANAGEMENT (SAM): Federal Acquisition Regulations require that federal contractors register in the System for Award Management (SAM) database at https://sam.gov/SAM/ and enter all mandatory information into the system. Award cannot be made until the contractor has been registered. Offerors are encouraged to ensure that they are registered in SAM prior to submitting their offer. (See FAR 4.1102)
ADDITIONAL VETBIZ INFORMATION:
(a) Eligibility of SDVOSBs continues to be governed by the Small Business Administration regulations, 13 CFR subparts 125.8 through 125.13, as well as the FAR, except where expressly directed otherwise by the VAAR, and 38 CFR verification regulations for SDVOSBs.
(b) At the time of submission of offer, the offeror must represent to the contracting officer that it is a—
(1) SDVOSB concern
(2) Small business concern under the North American Industry Classification System (NAICS) code assigned to the acquisition; and
(3) Verified for eligibility in the VetCert database Veteran Small Business Certification (sba.gov)
(c) A joint venture may be considered an SDVOSB or VOSB concern if
(1) At least one member of the joint venture is an SDVOSB or VOSB concern and makes the representations in paragraph (b) of this section.
(2) Each other concern is small under the size standard corresponding to the NAICS code assigned to the procurement.
(3) The joint venture meets the requirements of paragraph 7 of the size standard explanation of affiliates in FAR 19.101; and
(4) The joint venture meets the requirements of 13 CFR 125.15(b), modified to include Veteran-owned small businesses where this CFR section refers to SDVOSB concerns.
(d) Any SDVOSB or VOSB concern (nonmanufacturer) must meet the requirements in FAR 19.102(f) to receive a benefit under this program.
JOINT VENTURES: See 13 C.F.R. § 121.103(h)
(h) Affiliation based on joint ventures. A joint venture is an association of individuals and/or concerns with interests in any degree or proportion consorting to engage in and carry out no more than three specific or limited-purpose business ventures for joint profit over a two-year period, for which purpose they combine their efforts, property, money, skill, or knowledge, but not on a continuing or permanent basis for conducting business generally.
This means that a specific joint venture entity generally may not be awarded more than three contracts over a two-year period, starting from the date of the award of the first contract, without the partners to the joint venture being deemed affiliated for all purposes. Once a joint venture receives one contract, SBA will determine compliance with the three awards in two years rule for future awards as of the date of initial offer including price.
As such, an individual joint venture may be awarded more than three contracts without SBA finding general affiliation between the joint venture partners where the joint venture had received two or fewer contracts as of the date it submitted one or more additional offers which thereafter result in one or more additional contract awards. The same two (or more) entities may create additional joint ventures, and each new joint venture entity may be awarded up to three contracts in accordance with this section. At some point, however, such a longstanding inter-relationship or contractual dependence between the same joint venture partners will lead to a finding of general affiliation between and among them.
For purposes of this provision and in order to facilitate tracking of the number of contract awards made to a joint venture, a joint venture must be in writing and must do business under its own name, and it may (but need not) be in the form of a separate legal entity, and if it is a separate legal entity it may (but need not) be populated (i.e., have its own separate employees).
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