36C26221R0057.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 58

36C26221R0057

04-23-2021

14:00 PM PDT

00262

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Suite 600

Long Beach CA 90815

X 100

X

$16.5 Million

N/A

Department of Veterans Affairs

VA San Diego Healthcare System

3350 La Jolla Village Drive

San Diego CA 92161

00262

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Financial Services Center www.ob10.com

Energy Data Tracking Services for VA San Diego Healthcare

System

X 1

Alfreda Hunter

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 PARTICIPATING FACILITIES:

B.4 STATEMENT OF WORK:

SECTION C - CONTRACT CLAUSES

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

2018)

C.2 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

C.3 52.216-18 ORDERING (AUG 2020)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.8 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.9 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.10 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JUN 2020)

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

ITEMS (OCT 2015)

E.3 252.212-2 Evaluation – Commercial Items

E.4 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (OCT 2020)

E.5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

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

ITEMS (FEB 2021)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C262, Alfreda Hunter at Alfreda.Hunter@va.gov

Network Contracting Office 22

4811 Airport Plaza Drive

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X]

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

Financial Services Center www.ob10.com

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

AMENDMENT NO DATE

mailto:Alfreda.Hunter@va http://www.ob10.com/

B.2 SCHEDULE OF SERVICES AND PRICE:

This is an indefinite delivery indefinite quantity, (IDIQ) fixed price contract. 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.

The guaranteed minimum amount for this contract is $500.00. The maximum aggregate value of the order that can be placed under this contract is $500,000.00. The Government does not guarantee that it will place any orders under contract in excess of the guaranteed minimum amount.

The previous option year pricing will apply to any extension pursuant to FAR 52.217-8.

Pricing shall be inclusive of manual entry of all energy consumption data necessary into the ENERGY

STAR database to include manual entry of the computer server room electrical sub-meter.

BASE YEAR: 01 JULY 2021 THRU 30 JUNE 2022

ITEM

DESCRIPTION UNIT UNIT PRICE

0001 Energy Star Certification Project

JB $

0002 Energy Conservation Staffing

0003 Technology Due Diligence Reviews and Reports

HRS $

OPTION YEAR ONE (1): 01 JULY 2022 THRU 30 JUNE 2023

ITEM

0002 Energy Conservation Project

OPTION YEAR TWO (2): 01 JULY 2023 THRU 30 JUNE 2024

ITEM

OPTION YEAR THREE (3): 01 JULY 2024 THRU 30 JUNE 2025

OPTION YEAR FOUR (4): 01 JULY 2025 THRU 30 JUNE 2026

B.3 PARTICIPATING FACILITIES:

B.4 STATEMENT OF WORK:

1. Notwithstanding any other provisions in this contract to the contrary, the Contractor shall provide manual entry of all energy consumption data necessary into the ENERGY STAR database to include manual entry of the computer server room electrical sub-meter to those facilities under the same terms and conditions as specified in this contract when directed to do so by the Contracting

Officer (CO).

The Contractor shall provide services to those clinics at the prices established for those same services at the parent facility. Clinic locations and estimated quantities are subject to change due to patient demand.

The Contractor shall ensure it maintains the resources necessary to respond to these changes.

The buildings to be included in this contract at the La Jolla Hospital location are: 1, 2, 11, 13, 14, 16, 18, 23, 24, 25, 27, 28(Parking Structure 1), 29, 30, 31(Parking Structure 2) and SCI/CLC Replacement

Building. Site lighting and landscape, and surface parking lots are including in the scope of this contract.

The facility has a Johnson Control Metasys Building Management System installed for control and trending of building systems data.

The contractor shall successfully accomplish ENERGY STAR certification for the VA San Diego

Healthcare System (VASDHS). Services shall include manual entry of all energy consumption data

VA San Diego Healthcare System

La Jolla Medical Center

3350 La Village Drive

San Diego CA 92161

Aspire Center

2121 San Diego Ave.

San Diego, CA 92110

Chula Vista CBOC

353 H Street

Chula Vista, CA 91910

Kearny Mesa CBOC

8875 Aero Drive

San Diego, CA 92123

Oceanside CBOC

1300 Rancho del Oro Drive

Oceanside, CA 92056 necessary into the ENERGY STAR database to include manual entry of the computer server room electrical sub-meter. The local utility will not provide an automatic “data dump” to the Energy Star database.

1. Task 1: The Contractor shall:

a. Compare energy performance of VASDHS with that of other hospitals using the national median score. The contractor shall generate a Statement of Energy Performance (SEP) including Data

Verification Checklist.

b. Gather all building information including occupancy (current census) and construction projects, energy sources, square footage changes (if any) and meter data.

c. Provide a Licensed Professional who will follow the current Licensed Professionals Guide to the ENERGY STAR for Commercial Buildings and perform a thorough site inspection, verify the reported energy data for the Application for ENERGY STAR Certification and assess the indoor environmental quality. The Licensed Professional must be familiar and will apply the standards of

ASHRAE Standard 55, ASHRAE Standard 62.1 and the IESNA Lighting Handbook.

d. Ensure the Licensed Professional will take samples throughout the VASDHS in order to verify the minimum ventilation rates and acceptable indoor air quality meet ANSI/ASHRAE Standard 62.1, Ventilation for Acceptable Indoor Air Quality. The number of samples required will range from a minimum of 10,000 square feet to 100,000 square feet per year.

e. Ensure the Licensed Professional will verify that the building meets acceptable thermal comfort ranges for indoor spaces as established by ANSI/ASHRAE Standard 55 “Thermal Environmental

Conditions for Human Occupancy”. The latest VA HVAC Design Manual is available at https://www.cfm.va.gov/til

f. Ensure the Licensed Professional will verify that the building meets acceptable illumination levels in accordance with the illumination standards of IESNA described in the Lighting Handbook.

Representative samples of vertical and horizontal illumination levels in foot-candles must be taken where different tasks are performed. Carbon dioxide meter will be used. The latest Lighting Design Manual shall be used and is available at https://www.cfm.va.gov/til .

g. Provide a professional opinion of whether the VASDHS has the capability of supplying adequate ventilation for acceptable indoor air quality, meets ASHRAE Standards thermal environmental conditions and meets the minimum recommended illumination levels.

h. Ensure the Licensed Professional successfully completes the Statement of Energy Performance and ENERGY STAR Data Verification Checklist for Commercial Building”, sign / date / stamp as the certifying professional and submit to the facility Energy Engineer.

i. Ensure the Licensed Professional records and retains measurement data and reports from the inspection in order to respond within a week to any spot audits by the US Environmental Protection

Agency. The response and all work related to the audit shall be included in the contractor’s price.

j. Meet, with their Licensed Professional, with Energy Engineer to review the following: correlate changes in Site and Source Energy Use Intensities (EUI) with HVAC, lighting and building envelope measures nationally; recommendations of Licensed Professional based on the results of the site inspection.

k. Complete the ENERGY STAR recognition form and download the Statement of Energy

Performance/ Data Verification Checklist.

https://www.cfm.va.gov/til

l. Complete the Data Verification Checklist. Ensure it is signed and stamped by the Licensed

Professional based on the results of the site inspection.

m. Obtain the signature of the Energy Engineer of the VASDHS and will upload the signed and stamped Data Verification Checklist that was completed by registered professional (Engineer/Architect) and building owner to ENERGY STAR Portfolio Manager in accordance with the updated instructions provided within the Tool.

n. Respond to any questions and concerns of the EPA Certification team. This may require obtaining additional documentation or sampling and in person meetings with the Energy Engineer.

o. Work with Energy Engineer on press release to be published on the ENERGY STAR website about the ENERGY STAR Award. This may require input from other Departments.

2. Task Two (2): The Contractor shall provide guidance on a variety of energy conservation projects that are designed and implemented for the purposes of reducing the VA Healthcare System energy and water requirements. The Contractor shall identify emerging technologies for new construction for the Energy

Engineer to discuss with project teams. Additional duties under this task may include:

a. Identify latest emerging technologies in water and energy efficiency that deliver the highest performance in healthcare facility applications. Identify opportunities for reducing water and embedded energy at the same time by building awareness of the latest water-energy nexus strategies of the State of California.

b. Work closely with Energy Engineer to assist in identifying systems or products that meet the increasing need for sustainable practices throughout VHA

c. Meet with Energy Manager to identify and share knowledge of solutions whether technologies or best practices in order to continue compliance with new VISN energy and water efficiency goals and requirements, current VA Directives and Executive Orders.

d. Review and provide continuous update of the VHA Energy and Water Management Plan.

I. This task shall include incorporation of emerging technologies that have been assessed and vetted by the VA Energy Engineer and Chief Sustainability Officer. The contractor is to propose such new measures as water loss monitoring systems and new landscape irrigation systems.

II. Water Sense-labeled products and best practices for applications in hospitals will be identified for use in major renovation and all new construction projects.

III. Update the Energy Engineer on innovative energy and water efficient products vetted by the US Department of Energy’s FEMP program, Solid State Lighting program and EPA’ s

ENERGY STAR qualified products. The products and systems categories are renewable energy projects, fleets, laboratories, alternative water, high efficiency hospital equipment for medical applications.

IV. Contractor is to recommend best practices and share information upon request in water and energy management. For example, FEMP ‘s best practices that apply to the VASDHS is to be shared with the Engineer for dissemination in staff meetings.

3. Task Three (3):

a. The contractor shall meet with VA Energy Engineer to review existing and proposed facility construction designs, provide equipment functioning as designed in situ? inspections (includes having asbestos certification for access to interstitial spaces) and to review existing spaces and conditions, and current utility usages to aid in the implementation of lighting systems, HVAC, utility metering, and general sustainability measures for the Medical Center in order to achieve ENERGY STAR certification, reduce greenhouse gas emissions and improve the energy performance of the facility annually.

b. Contractor shall provide ENERGY STAR methodology guidance on a quarterly basis to ensure the Energy Engineer stays abreast of any changes in ENERGY STAR, potential impact of any new construction projects on the energy use intensity (EUI) of the facility and the ENERGY STAR rating of the facility. Benchmark the VASDHS within the current Portfolio Manager Tool quarterly to measure progress of the energy performance of the property. Produce required Quarterly Energy Data

Worksheet for all utilities, including renewables for Energy Engineer. Any significant variation and potential effect on the ENERGY STAR score is to be reviewed with the Energy Engineer.

c. Contractor shall provide continuous review and updating of the VHA Sustainability Plan to comply with Executive Orders, VA Directives and VISN22 energy and water management goals. This includes the following sub-tasks:

I. Reviewing the Federal Mandates that VHA must comply with in contract Fiscal Year.

II. Review Executive Orders, VA Directives, VISN energy and water management goals.

III. Assist Energy Engineer in ensuring that the VHA water and energy goals are in line and current Executive Orders that the VHA must comply with this includes analyzing the impact of implementation of Orders that have been updated.

IV. Add requirements of current Executive Order(s): identify applicable solutions to be implemented during the decade starting with initial contract Fiscal Year.

V. Capture and document all action plans and accomplishments within the FY and any new required measures to be incorporated into the Plan.

VI. Assist the Energy Manager in connecting the current California-wide drought remediation mandates with the successful water efficiency measures implemented at VHA to demonstrate the VHA’s continuing leadership by example.

VII. Review the latest VA Directive(s) with Energy Manager for key targets that must be met within the Fiscal Year and next ten years. Incorporate the technologies and best practices discussed in Section 1) of this Statement of Work.

VIII Align the VHA Sustainability plan with the top priorities of improving veteran and staff satisfaction, increasing access to care and continuity and optimizing operational performance and effectiveness.

4. Task Four (4): Contractor shall adhere to the following:

a. Annually during the month of March, prepare the data required for reporting of greenhouse gases to California’s Air Resources Board (CARB). Work with Energy Engineer, GEMS or other appointed safety personnel required to submit the report. Provide guidance and coaching on proper completion of report submission using Cal-e-GGRT.

b. Implementing Instructions for Executive Order 13834, Efficient Federal Operations, Part III., Section A.5 requires that at least 15 percent of an Agency’s existing buildings meet the Guiding

Principles for Federal Leadership in High Performance and Sustainable Buildings (hereinafter Guiding

Principles) and that Agencies must make annual progress toward 100-percent conformance with Guiding

Principles goals.

c. Contractor shall assist in performing a sustainability assessment with the intent of certifying the buildings per the existing Executive Order.

d. Contractor shall perform an assessment and analysis of existing VASD buildings identified herein that are high-performing energy efficient buildings with the intent of certifying these buildings as

Sustainable and that they meet the Guiding Principles for existing buildings.

e. The assessment process will be for both Guiding Principle and Energy Star Certification, and will include:

I. Reviews, monitoring, data collection, analysis and reporting of VA facility wide buildings.

II. Building level and facility wide survey of records and evaluations.

III. On-site verification of the Guiding Principles survey, and data analysis.

IV. A written report for each building assessed for certification.

V. A certificate of compliance for each building assessed.

VI. Briefings provided to Contracting Officer’s Representative (COR) throughout the assessment.

VII. Develop a Plan of Action for each individual high-performance building assessed that is/are not compliant with the Guiding Principles or, that cannot be certified as an Energy Star building.

VIII. Assessment shall be in strict compliance with the current energy Executive Order and all instructions or guidance pertaining to Sustainable Building certification and Energy Star third party certification.

IX. Contractor shall perform site visits as required to fully satisfy the intent of this performance work scope. These visits shall not be in any way limited.

5. Badges. All Contractor personnel are required to wear identification (I.D.) badges issued by the

VASDHS security office during the entire time they are on the VASDHS grounds.

6. Hours of Services. The Contractor shall perform the services as specified herein Monday through Friday between the hours of 7:30 a.m. – 4:00 p.m. with the exception of National

Holidays listed below:

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

Veterans Day November 11th

Thanksgiving Day Fourth Thursday in November

Christmas Day December 25th

When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a legal holiday by the U.S. Government agencies. Also included, would be any other day specifically declared by the President of the United

States of America to be a National Holiday.

7. Authorized Services. Only those services specified herein are authorized under this contract. Contractor shall be cautioned that only the Contracting Officer (CO) may authorized additional services and that reimbursement shall not be made unless prior authorization is obtained.

8. Local VASDHS Policies.

a. Weapons 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.

b. Parking Policy: It is the responsibility of Contractor employees to park only in designated parking areas. Parking information is available from the VA Police. The VA shall not validate or make reimbursement for parking violations of the Contractor’s employees under any circumstances.

c. 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 healthcare facilities are smoke free.

d. COVID 19 Restrictions: It is the responsibility of the Contractor to comply with current

Executive Order on Protecting the Federal Workforce and Requiring Mask-Wearing and VASDHS mask wearing requirements as instructed by the COR to the Contractor.

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 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT

2018)

(a) Definitions. As used in this clause—

Electronic Funds Transfer (EFT) indicator means a four-character suffix to the unique entity identifier.

The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

Registered in the System for Award Management (SAM) means that—

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the

EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into

SAM;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer

Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

System for Award Management (SAM) means the primary Government repository for prospective

Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the

Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

Unique entity identifier means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See http://www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) If the solicitation for this contract contained the provision 52.204–7 with its Alternate I, and the

Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

(c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement.

The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in SAM after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d)(1)(i) If a Contractor has legally changed its business name or ‘‘doing business as’’ name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart

42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to—

(A) Change the name in SAM;

(B)Comply with the requirements of subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer.

The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the ‘‘Suspension of Payment’’ paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in SAM. Information http://www.sam.gov/ provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The

Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within

30 days after the change, so an appropriate modification can be issued to update the data on the contract.

A change in the unique entity identifier does not necessarily require a novation be accomplished.

(e) Contractors may obtain additional information on registration and annual confirmation requirements at www.sam.gov.

(END OF CLAUSE)

C.3 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from effective date through expiration date.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor— https://vaww.aams.ecms.va.gov/AAMS_Production/DAV/cvyyyybjyb_vyq0y/www.sam.gov http://www.sam.gov/

(1) Any order for a single item in excess of $100,000.00;

(2) Any order for a combination of items in excess of 200,000.00; or

(3) A series of orders from the same ordering office within five days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph

(b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the

Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the

"maximum." The Government shall order at least the quantity of supplies or services designated in the

Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the

Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after .

(End of Clause)

C.6 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 7 days.

(End of Clause)

C.7 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.8 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

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

Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic…