36C26220R0097-009.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 71

600-20-3-5665-0046

36C26220R0097 Apr 8, 2020

Danielle Carroll 4/15/2020 3pm

36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

X 100

X

541620

$15 Million

X

N/A

X

36C600

Department of Veterans Affairs VA Long Beach Healthcare (VALBHS) 5901 E. 7th St.

Long Beach CA 90822

36C262

Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

36C262

Department of Veterans Affairs Contractor shall bill in arrears to:

Tungsten Network Website: http://www.tungsten-network,com

1-877-489-6135

See CONTINUATION Page

Semi Annual Cooling Tower Cleaning, Disinfection and Sanitizing Services, see subsequent pages.

See CONTINUATION Page

X X

X 1

Danielle Carroll Contracting Officer

36C26220R0097

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 SCHEDULE OF SERVICES AND PRICE

B.3 PERFORMANCE WORK STATEMENT

SECTION C - CONTRACT CLAUSES

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

2018)

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.5 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)

C.6 52.219-14 LIMITATIONS ON SUBCONTRACTING (JAN 2017)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.8 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN 2008) . 20

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2020)

SECTION D – CONTRACT DOCUMENTS, EXHIBITS, AND ATTACHMENTS

D.1 WAGE DETERMINATION – LOS ANGELES COUNTY

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JAN 2017)

E.2 ADDENDUM TO FAR 52.212-1 INSTRUCTIONS TO OFFERORS — COMMERCIAL

ITEMS

E.3 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.4 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.5 52.216-1 TYPE OF CONTRACT (APR 1984)

E.6 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (OCT 2018)

E.7 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.8 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION

(OCT 2018)

E.9 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (JAN 1998)

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: Department of Veterans Affairs, Network Contracting Office -22 Danielle Carroll, Contract Specialist 4811 Airport Plaza Drive Suite 600, Long Beach, CA 90815 Telephone number: 562-766-2240 Email: Danielle.carroll4@va.gov

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

[X] 52.232-34, Payment by Electronic Funds Transfer— System for Award Management, [] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually [X]

c. Other []:

4. GOVERNMENT INVOICE ADDRESS: 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. If you have any questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

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

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

• FSC e-Invoice Contact Information: 1-877-353-9791

• FSC e-Invoice email: vafsccshd@va.gov

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

AMENDMENT NO DATE

mailto:VA.Registration@Tungsten-Network.com mailto:vafsccshd@va.gov

B.2 SCHEDULE OF SERVICES AND PRICE

This is a firm fixed-price contract for disinfection, cleaning and sanitization of cooling towers for the Veteran Affairs Long Beach Healthcare System (VALBHS). Prices in this schedule represent an all-inclusive rate including labor, incidental costs, overhead, and insurance premium payments for applicable insurance coverage. Costs not incorporated into the contractor’s price will not be reimbursed by the Government.

BASE YEAR: MAY 1, 2020 – APRIL 30, 2021

ITEM

NUMBER

DESCRIPTION

OF SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Semi Annual Cooling Tower Cleaning, Disinfection and Sanitizing Services per the SOW

2.00 JB

GRAND TOTAL:

OPTION YEAR 1: MAY 1, 2021 – APRIL 30, 2022

ITEM

NUMBER

DESCRIPTION

OF SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1001 Semi Annual Cooling Tower Cleaning, Disinfection and Sanitizing Services per

OPTION YEAR 2: MAY 1, 2022 – APRIL 30, 2023

NUMBER

DESCRIPTION

OF SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

2001 Semi Annual Cooling Tower Cleaning, Disinfection and Sanitizing Services per

OPTION YEAR 3: MAY 1, 2023 – APRIL 30, 2024

NUMBER

DESCRIPTION

OF SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

3001 Semi Annual Cooling Tower Cleaning, Disinfection and Sanitizing Services per

OPTION YEAR 4: MAY 1, 2024 – APRIL 30, 2025

NUMBER

DESCRIPTION

OF SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

4001 Semi Annual Cooling Tower Cleaning, Disinfection and Sanitizing Services per

GRAND TOTAL

Base Year: $

Option Year 1: $

Option Year 2: $

Option Year 3: $

Option Year 4: $

AGGREGATE TOTAL: $

B.3 PERFORMANCE WORK STATEMENT

1. GENERAL PROCEDURE.

1.1. Annual Cooling Tower cleaning, disinfection and validation (by providing test results, pictures of the cooling towers before and after the cleaning. Contractor shall perform these services semi-annually.

Contractor shall provide supervision, labor, equipment, and tools to perform semi-annual sanitization, cleaning, disinfection, and validation of the Government cooling tower locate at 5901 E. 7th St. Building 5, Long Beach, CA 90822.

1.2. Pre-cleaning Disinfection Process. Prior to the physical cleaning of the system, it is imperative that the routine Water Treatment Program be in normal operation to help ensure control of the microbial environments. Once the Contractor arrives onsite, additional disinfectant will be added under the direction of the Contractor’s project specialist. During this process, the fans must be off in the off-line systems and the recirculation pumps will be on. To begin disinfection, (if elevated levels of an oxidizing biocide will be added, per Cooling Technologies Institute (CTI) recommendations. A bio dispersant or deposit release chemistry will be added to increase the performance of the disinfection by breaking-up and removing organic material, bacteria, and slime that are in the fill. Chemistry will be monitored and documented by the Contractor’s Project Manager.

1.2.1. Contractor shall provide the following information:

1.2.1.1. What Guidelines are being used (Cooling Technologies Institute).

1.2.1.2. What chemicals are being used, the amount of chemicals being use.

1.2.1.3. What is being achieved by the chemicals.

1.2.1.4. Testing and results must be recorded. This can be achieved by keeping a log sheet of the results and actions. see example below

Example:

Time Conductivity (umhos) Free residual Chlorine (ppm)

Action taken

0900 1800 .02 Added 5 gal of Hypochlorite

1.3. Physical System Cleaning. The Cooling Tower will be isolated and drained for the Manual Cleaning Process under the guidance of Facility Personnel. Facility Personnel will assist Contractor in system Lockout/Tag-out and system draining. During the Physical System Cleaning Process, Contractor will use High Pressure Washers to clean the entire internal and external areas. The physical cleaning will include the cleaning of the Drift Eliminator areas, Internal Sump, Basin, and Fan Plenum areas. The intent of the Physical Cleaning Process is to remove dirt, bacteria, and organic material that have collected on the surfaces. Using High-Pressure Washers, the Debris will be pushed towards the Basin. Once the Debris has been isolated to the Basin, it will be disposed of in a facility dumpster.

1.3.1. Contractor shall provide a timetable of the services performed on the cooling towers:

Example:

1.3.1.1. Arrived on site at 0700 reported to HVAC shop

1.3.1.2. 0730 stage equipment while HVAC drains basin in cooling tower.

1.3.1.3. 0830 done PPE lock out and tag equipment (per company policy and VA policy)

1.3.1.4. 0900 take before pictures of area, picture should be clearly label before pictures and also label which cooling tower

1.3.1.5. 0930 commence physical cleaning. Clean entire internal and external area.

1.3.1.6. 1400 completed physical cleaning of cooling tower.

1.3.1.7. 1430 clean all debris and trash from basin and bagged and dispose in facility dumpster.

1.3.1.8. 1500 contact HVAC to inspect cooling tower. Take after pictures. Pictures should be clearly label “after pictures” and also which cooling tower.

1.3.2 Contractor shall take before and after pictures. Pictures shall identify the cooling tower being serviced and shall clearly be labeled “before” and “after”.

1.4. Final System Disinfection. Following the Manual Cleaning Process of the entire system, the Cooling Tower will be completely refilled, and Contractor shall disinfect the system again per Part “1.2” (Pre-cleaning disinfection). At this point, the Basin may require another drain and refill, depending on system turbidity, which will be performed by the Contractor if required. Afterwards, the Normal Water Treatment Program should be started again to re-passivate the metal and reduce the potential for Flash Corrosion. If necessary, Contractor shall coordinate this process with the existing Chemical Water Treatment supplier.

1.4.1. The process will only be performed at the request of HVAC supervisor if not requested, Contractor shall note this on report “no further testing or cleaning was requested”.

1.5. Project Validation. Once the project is completed, Contractor shall provide thorough written documentation of the Disinfection Process for VALB records. The documentation shall include an Inspection Report, a detailed review of the procedures used, and an Executive Summary of the completed work. The Project Validation will also include digital “Before and After” photos to document results. Contractor shall submit Project Validation Report within ten (10) business days after the services have been performed. This report should include any permits used, and comments on discrepancies that require immediate corrective action.

2. REQUIREMENTS.

2.1. Contractor shall provide chemicals for chlorination, pumps, manpower, pressure washer equipment and safety gear.

2.2. Contractor shall do hyper chlorination and disinfection 24 hours prior to the cleaning process.

2.3. Contractor shall pump out the water in the basin before doing the cleaning.

2.4. Contractor shall collect the debris, dirt, foreign objects, and mud and place in plastic bag for disposal.

2.5. Contractor is responsible for the disposal of collected objects in the plastic bag.

2.6. Contractor shall pressure wash the top ceramic fill, the walls, the drift media, fans, fan shrouds, the bottom of the ceramic fill blocks, interior surface and the basin.

2.7. Contractor shall clean the sump boxes, remove and scoop debris and mud at the bottom of the sump boxes.

2.8. Contractor shall wash the interior and exterior of the cooling tower.

2.9. Contractor shall provide pictures before and after the cleaning process.

2.10. Contractor shall do online (meaning the cooling towers are not turned off) disinfection twice a year staggered between the cleaning process. (90 days after the Chlorination and cleaning process)

2.11. Contractor shall provide a written summary and validation report after the disinfection and cleaning is completed.

2.12. Contractor shall check in with the HVAC shop or the shop supervisor.

2.13. Contractor shall inform the HVAC shop supervisor on discrepancy that requires immediate corrective action.

2.14. Contractor shall provide the materials to clean, disinfect and sanitize the equipment.

3. WORK HOURS:

3.1. Normal Working hours: 7am to 4pm, (1) hour lunch

3.2. In accordance with 5 U.S.C. 6103, Executive Order 11582 and Public Law 94-97 the following national holidays are observed and for the purpose of this contract are defined as “Legal Federal official holidays”.

3.2.1.

New Year’s Day January 1st Martin Luther King’s Birthday Third Monday in January President’s Day Third Monday in February Memorial Day Last Monday in May Independence Day July 4th Labor Day First Monday in September Columbus Day Second Monday in October

Veteran’s Day November 11th Thanksgiving Day Fourth Thursday in November Christmas Day December 25th

3.2.2. When a holiday falls on a Sunday, the following Monday will be observed as a National Holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a National Holiday by U.S. Government Agencies. Also included would be any day specifically declared by the President of the United States of America as a National holiday.

4. CHANGES TO CONTRACT: Only those services specified herein are authorized. Changes to the contract are not authorized and reimbursement shall not be made for any work or services performed outside the scope of this contract, unless prior authorization is obtained in writing from the Contracting Officer.

5. QUALITY ASSURANCE: The Contractor shall comply with all applicable regulations and guidelines of the Joint Commission (JC), Occupational Safety and Health Administration (OSHA), California Public Utility Commission and/or any other pertinent federal, state, and local policies relating to the herein mentioned work. All tasks accomplished by the Contractor personnel shall be performed to preclude damage or defacement to patient or Government-owned property, equipment and facilities.

The Contractor shall report any damage caused by the Contractor personnel to the COR. The Contractor shall replace items or repair property, equipment or facilities to previous condition, if the Contractor is determined to be at fault for the damage.

6. MONITORING PROCEDURES: The Contracting Officer Representative (COR) shall be responsible for monitoring the Contractor's performance. Performance deficiencies or poor performance identified during the term of the contract shall be reported to the Contractor. Upon notification of deficiencies or poor performance, the Contractor shall be given a reasonable time to take corrective action. If determined appropriate, the Contracting Officer, COR and/or other VA staff members shall meet with representatives of the Contractor to review performance and resolve issues.

7. CONTRACTING OFFICER REPRESENTATIVE (COR): Delegation of Authority letter(s) shall be forwarded to the Contractor after contract award identifying the COR(s) and all representatives of VAMC authorized to order services and to accept or reject services from the Contractor. This designation shall be furnished in writing to the Contractor prior to commencement of the contract.

8. CONTRACTOR POINT OF CONTACT:

8.1. The Contractor shall designate one (1) employee as the Point of Contact (POC) responsible for administrative matters in the performance of services under this contract. The POC shall have authority to act for Contractor on all matters relating to the daily performance of this contract.

An alternate may be designated, but the Contractor shall notify the Contracting Officer and COR in writing those times when the alternate shall act as the POC.

8.2. The Contractor shall provide the name and telephone number of the person designated as Point of Contact and Alternate on the space below:

8.2.1. Point of Contact, Name:

8.2.2. Telephone Number:

8.2.3. Alternate Point of Contact, Name:

8.2.4. Telephone Number:

9. PERSONNEL POLICY: The Contractor has full responsibility for the protection of its personnel furnishing services under this contract, such as providing Workers' Compensation, professional liability insurance, health examination and social security payments. Payment for any leave, including sick leave or vacation time is considered the responsibility of the Contractor. The Contractor shall follow all existing local, state, federal employment laws and/or union regulations relevant to fringe benefits and premium pay for their employees.

10. SERVICE CONTRACT ACT: The resulting contract shall be subject to the Service Contract Act of

1965 (as amended). Service employees performing under this contract shall be paid no less than the wages as indicated in the applicable Wage Determination incorporated by reference herein.

11. CONTRACTOR SUBMITTALS/INSURANCE REQUIREMENTS:

11.1. The Contractor shall comply with Federal and State Workers Compensation and liability insurance. Reference FAR clause 52.228-5-Insurance and Subpart 28.307-2-Liability.

11.2. The Contractor shall furnish to the Contracting Officer within fifteen (15) days of award an

Official Certification from the insurance company indicating that the coverage has been obtained and that it may not be changed or cancelled without guaranteed thirty (30) day notice to the Contracting Officer. New certifications shall be furnished at least thirty (30) days prior to the expiration date of the current insurance policy. The phrase “will endeavor” is not acceptable terms to the Government and such coverage carrying that phrase will be rejected and services may not be rendered until proper certificate is issued.

12. BACKGROUND SCREENING: In accordance with VHA Directive 0710 all Contractor personnel providing services under this contract shall be the subject to a background screening and shall receive favorable adjudication from the VA prior to contract performance. The level of screening for this contract is: Special Agency Check (SAC) only unless a National Agency Check is determined to be required by the VA ISO and/or Privacy Officer for contract personnel assigned to a low risk/non-sensitive position is expected to work more than 180 days. Any employee whose background investigation yields unfavorable results shall be removed immediately from performance under this contract. In the event the screening is not completed prior to contract performance; the Contractor shall be responsible for the actions of those individuals performing under the contract.

13. SMOKING POLICY: Smoking is strictly prohibited on the grounds of any VHA facility. Per VHA

Directive 1085 dated March 5, 2019, it is VHA policy that all VHA health care facilities, including hospitals, community clinics, administrative offices and Vet Centers, will be smoke-free for patients, visitors, contractors, volunteers, and vendors effective October 1, 2019. There will no longer be designated smoking areas. VA facilities are now considered Smoke-Free.

14. BADGES: All Contractor personnel shall wear VA provided identification (I.D.) badges above the waist at all times while on the VA grounds. Contractor shall coordinate with COR in order to obtain the VA provided I.D. badges for all drivers. All VA provided I.D. badges shall be returned at the end of the contract or upon completion of service. Failure to wear ID badges may result in removal from Federal Property.

15. DENIAL/TERMINATION OF SERVICES: Action to limit, suspend or revoke service contract shall be in accordance with the procedures outlined in VA guidelines, the Federal Acquisition Regulations (FAR) and Veterans Affairs Acquisition Regulation (VAAR). The Contractor shall be notified by the CO, when the necessity becomes apparent to exercise such authority. The CO shall provide the Contractor with copies of documentation initiating the revocation (termination) process if such action becomes apparent. The Government reserves the right to refuse acceptance of service provided by the Contractor due to poor performance or failure to comply with the requirements specified herein. The Contractor and COR shall work together to resolve complaints concerning unacceptable performance. However, the CO has the final authority on validating complaints. In the event that Contractor is involved and named in a validated complaint, the Government reserves the right to refuse acceptance of the services of such Contractor. The CO shall be the final authority on questions of acceptability.

16. PARKING POLICY. It is the responsibility of contractor personnel to park only in designated parking areas. Parking information is available from the VA Police. The VA shall not invalidate or make reimbursement for parking violations of contractor’s personnel under any circumstances.

17. DRUG/ALCOHOL POLICY. Contractor shall ensure that all staff performing under this contract comply with the participating VA alcohol and drug free workplace policy. The Contractor shall be expected to conduct random alcohol and drug tests on all contractor staff. Random alcohol and drug tests shall be conducted at least once a year on each employee performing under the resulting contract.

Contractor staff shall also be subject to drug and alcohol testing when reasons exist to suspect the use of illegal drugs and/or alcohol while on duty that impaired judgment, performance, and the safety of

Veteran patients. Upon request, the Contractor shall be expected to provide evidence or copy of the results of employee drug and alcohol testing.

18. VA POLICY. Possession of weapons is prohibited. Enclosed containers, including tool kits, are subject to search. Violations of VA regulations may result in citations answerable in the United States (Federal) District Court.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (OCT 2018)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

EFT.

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;

18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

FAR

Number

Title Date

52.204-13 52.232-40

SYSTEM FOR AWARD MANAGEMENT MAINTENANCE

PROVIDING ACCELERATED PAYMENT TO SMALL

BUSINESS SUBCONTRACTORS

OCT 2018

DEC 2013

C.3 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.

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR

2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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.5 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)

(a) Definition. "Small business concern," as used in this clause, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation.

(b) Applicability. This clause applies only to—

(1) Contracts that have been totally set aside or reserved for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(d) Agreement. A small business concern submitting an offer in its own name shall furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States or its outlying areas. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This paragraph does not apply to construction or service contracts.

(End of Clause)

C.6 52.219-14 LIMITATIONS ON SUBCONTRACTING (JAN 2017)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Applicability. This clause applies only to—

(1) Contracts that have been set aside or reserved for small business concerns or 8(a) participants;

(2) Part or parts of a multiple-award contract that have been set aside for small business concerns or 8(a) participants; and

(3) Orders set aside for small business or 8(a) participants under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for—

(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.

(2) Supplies (other than procurement from a nonmanufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

(3) General construction. The concern will perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees.

(4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees.

(End of Clause)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity.

This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause.

Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.8 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS

(JAN 2008)

The contracting officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee's authority. A copy of the designation shall be furnished to the contractor.

(End of Clause)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 2020)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108- 78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved]

[] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved]

[] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C.

657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price…