S02 - 36C24723Q0018.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. EMAIL ADDRESS (No Spam) 8. OFFER DUE DATE/LOCAL

TIME

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

TELEPHONE NO. UEI: EFT:

PHONE: FAX:

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

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

SEE ADDENDUM

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

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

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

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

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

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

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION (REV. NOV 2021)

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

7. FOR SOLICITATION

INFORMATION EMAIL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

508-23-1-528-0003

36C24723Q0018 08-31-2022

CURTIS, BRIAN C. brian.curtis2@va.gov 09-16-2022

13:00 EDT

36C247 Department of Veterans Affairs RPO-E, Network Contracting Office 7 2008 Weems Rd LaVista Business Park - Bldg A Tucker GA 30084-5207

X 100

X

Y

484210

$30 Million

N/A

X

36C508

Department of Veterans Affairs Atlanta VA Health Care System Various CBOC Locations 1670 Clairmont Road Decatur GA 30033-4004

36C247

Department of Veterans Affairs RPO-E, Network Contracting Office 2 2008 Weems Rd LaVista Business Park - Bldg A Tucker GA 30084-5207

VAFSC

Department of Veteran Affairs

FMS-VA-2 (101)

Financial Services Center PO Box 149971 Austin TX 78714-8971

(877) 353-9791 (512) 460-5545

See CONTINUATION Page

Provide services in accordance with the Performance Work Statement.

This is a one-time service contract that consists of moving furniture / equipment from two CBOC's to the New Cobb CBOC.

The Question Period for this solicitation shall end at midnight on September 8, 2022. An amendment shall be issued after answering all questions asked. All times are EST. No questions shall be answered if received after this deadline.

Vendor DUNS number is no longer accepted. Please ensure you submit SAM UEI in your offer. See E.5 EVALUATION PROCESS

Contract is subject to Service Contract Labor Standards (SCLS), and the Wage Determination Rates for Cobb County, GA are attached in Section D. Wage Determination 2015-4471

Please contact the Contracting Officer, Brian C. Curtis, for any questions regarding this RFQ at brian.curtis2@va.gov.

See CONTINUATION Page

X X

X ONE

Brian C. Curtis

VA-VHA-RPOE-2019-8A66D680

36C24723Q0018

Table of Contents

SECTION A

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

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PERFORMANCE WORK STATEMENT

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

B.4 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2021)

C.2 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.4 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—

CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (SEP 2021)

(DEVIATION)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) ... 21

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAY 2022) (JUL 2020) (DEVIATION)

C.8 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR

FEDERAL CONTRACTORS (OCT 2021) (DEVIATION)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021)

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

E.3 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.4 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.5 EVALUATION PROCESS—INSTRUCTIONS TO OFFERORS

E.6 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2022) (JUL 2020)

(DEVIATION)

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: Title:

Name:

Phone:

Email:

b. GOVERNMENT: Contracting Officer 36C247 Brian C. Curtis

Department of Veterans Affairs

RPO-E, Network Contracting Office 7

2008 Weems Rd

LaVista Business Park - Bldg A

Tucker GA 30084-5207

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

[X] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Certified Invoice, In Arrears

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

TUNGSTEN NETWORK

https://authentication.tungsten-network.com/login

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

AMENDMENT NO DATE

B.2 PERFORMANCE WORK STATEMENT

Furniture Moving Services

Furniture Management and Relocation Services

Atlanta VA Health Care System

1.0 Contract Scope: The Atlanta VA Health Care System (AVAHCS) has a requirement for Furniture Management and Office Relocation Services. The contractor shall provide a full range of services for installation and relocation of furniture and supportive equipment for Atlanta VAHCS and their Community Based Outpatient Clinics (CBOCs).

2.0 GSA Vendors with the following Specialty Item Numbers are eligible to bid:

This is Open Market. Disregard Language Specific to GSA Vendors and focus only on the skills.

2.0.1 712-2 Assets Management (Furniture and Furnishings Related) Supply customer agencies with inventory documents that are updated weekly. Follow VA guidelines for disposing of property at all times.

2.0.2 712-3 Reconfiguration/Relocation Management (Furniture and Furniture Related) Services for reorganizing, consolidating, warehousing and/or opening new facilities. Furniture, office equipment and furnishings included.

2.0.3 712-6 Assets Maintenance (Furniture and Furniture Related) —Services for repairing and cleaning of office furnishings and equipment.

2.0.4 712-97 Ancillary Repair and Alterations — Repair and Alterations ancillary to existing SINS under this Schedule (71 Il K). Ancillary Repair and Alterations projects are those (1) solely associated with repair, alteration, delivery or installation of products or services.

2.1 Period of Performance (POP): Upon award of contract.

2.2 Hours of Performance — The Contractor shall perform duties during normal work hours which is Monday through Friday, 8:00 am to 4:30 pm excluding holidays for Northeast Cobb and after normal work hours on Friday 4pm to 8pm and 8:00 am to 4:30 pm on Saturday and Sunday for South Cobb.

Federal Holidays

New Year's Day January 1st Martin Luther King's Birthday 3rd Monday in January President's Day 3rd Monday in February Memorial Day Independence Day Juneteenth

Last Monday in May July 4th 3rd Monday in June

Labor Day 1st Monday in September Columbus Day 2nd Monday in October Veteran's Day November 11th Thanksgiving Day Last Thursday in November Christmas Day December 25th

2.3 Contracting Officer's Representative (COR) will be assigned to represent the Contracting Officer (CO) in furnishing technical guidance and advice under this contract. The delegation letter will specify the limits of the COR's authority. The letter is not to be construed as authorization to interpret or furnish advice and information to the Contractor relative to the financial or legal aspects of the contract. Those matters are the responsibility of the CO and shall not be delegated.

2.4 Contractor Key Personnel: The Contractor shall provide a list of employees that are key to the organization and who will provide services under this contract. Provide full name, position, title and the required certifications.

2.5 The Contractor shall designate a Contract Liaison (CL) to work with the COR The CL shall have a comprehensive knowledge of furniture moving, installation, storage, repair and cleaning services and possess administration skills. The CL shall have at least five years of experience in this type of work

2.5.1 The CL shall have the authority to negotiate and accept job requests on the Contractor's behalf. The CL shall have technical and administrative knowledge of all job requests pending, in-progress and completed.

2.6 The Contractor shall maintain sufficient staff to be responsive to job requests. The Contractor's staff shall be US citizens or have appropriate work permits. The Contractor shall comply with VA security, access and badging requirements. The Contractor shall wear company attire that clearly identifies them as Contractors and present a professional appearance at all times.

2.7 The Contractor shall assure that staff are trained and knowledgeable in the field of installation of systems furniture, repairs and moves to perform their duties as assigned.

3.0 Contract Objectives:

3.1 All work will be provided based on the requirements of the individual job. The Contractor shall provide supervision, staffing, equipment, vehicles, transportation, storage, packing supplies and materials and ancillary services necessary to perform moving and relocation services. The Contractor shall perform all relocation services as requested by COR or designated representative.

The services shall include, but are not limited to, pre-move planning, relocation plan designing, assembly/disassembly of furniture, providing packaging materials, packing/crating (personal items excluded), loading, unloading, and miscellaneous wall-mounted item removal and replacement. The services shall be provided to the following facility locations.

3.1.1 Atlanta VA Health Care system, 1670 Clairmont Road, Decatur, GA30033

3.1.2 North East Cobb CBOC, 2217 Roswell Rd, Marietta, GA 30062

3.1.3 South Cobb CBOC, 2400 Herodian Way, Smyrna, GA 30080

3.1.4 Cobb County VA Multi-Specialty Clinic, 1263 Cobb Parkway North, Marietta, GA 30066

3.2.1 Requests for Services: The COR will coordinate with the CL on each relocation project to ensure that all resources assigned to the project are properly managed as required.

3.2.2 The Contractor and the COR shall work together in estimating the cost of project prior to performance. The estimate shall adhere to the Price Delivery Schedule CLIN items. Once approved by the CO, the project shall commence as scheduled. Typical questions that will be asked of the Contractor will include, but not be limited to the following:

3.2.2.1 How many hours will the project require from start to finish?

3.2.2.2 How many and what type of Contractor staff will be required to perform the task?

3.2.2.3 What type of materials will be required to properly relocate/move the items?

3.2.2.4 What is the estimated cost of the project cost — labor and materials?

3.2.3 Contractor Availability: The Contractor shall be available within 24 hours of notification of job requests and furniture deliveries. Due to the dynamic nature of the AVAHCS mission, a high degree of flexibility is required to meet changing needs that occur daily. The 24-hour notification is applicable for business day moves.

3.2.4 Requests for service will be coordinated by the COR or designated representative. The COR will provide to the CL a list of individuals by name who will be authorized to "Request Services and receive calls from the CL." The list will always be updated whenever there are changes to the list.

3.3. The Contractor shall ensure that requests for services are received from authorized health care system personnel. Services rendered in response to requests from other than authorized personnel shall be at the risk of the Contractor and any cost related thereto shall be borne by the Contractor.

3.4 Overtime Work: The Contractor may be required to perform during off-duty hours. When this occurs, overtime must be approved by the COR prior to performance.

34.1 Overtime Projects: Some projects may only be performed during non-duty hours due to the changing dynamics of AVAHCS and to avoid possible disruptions to patient care. Overtime work must be first approved and assigned by the COR.

3.5 Federal Holidays: The Contractor shall not work on Federal Holidays which includes New Year's Day, Martin Luther King's Birthday, Presidents Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving, Christmas and any other day specifically declared by the President of the United States to be a Federal holiday.

3.6 Contingency/Back-Up Plan: The Contractor shall have a contingency and/or back-up plan in the event the Contractor is unable to perform services or have services performed as required. The Contractor shall immediately notify the COR or designated representative and provide a justification for non-performance and institute the contingency-back-up plan as quickly as possible.

4.0 Contractor Responsibilities

4.1 The Contractor shall take necessary precautions to avoid damaging walls, floors, elevators and elevator lobbies when performing move activities. The Contractor shall be responsible for all costs associated with damages related to move activities.

4.2 The Contractor shall provide a communications system, available at all times during the period of performance, to communicate requirements such as changes to location or objects of the movement, etc. with the VA. Use of this communication system will be mutually agreed upon after award, but prior to contract performance.

4.3 The Contractor shall provide sufficient and appropriate vehicles to meet the AVAHCS's requirements for the pick-up and delivery of equipment, furniture, etc. in accordance with the terms, conditions and schedule of the contract.

4.4 The Contractor's vehicles shall meet current applicable Federal, State and local specifications and regulations including, but not limited to, licensing, registration and safety standards.

4.4.1 Contractor's vehicles shall be clean and maintained in good repair in accordance with (IAW) manufacturer's instructions and specifications at all times. All vehicles shall be smoke free.

4.5 The Contractor's drivers shall possess valid and applicable operator's licenses IAW with Federal, State and local government laws.

5.0 Elements of Move Management

5.1 Furniture Moves: Moving single or multiple units including file and storage cabinets, pedestals, tables, chairs, lounge seating, desk units, panel systems, broken furniture items or other excess items.

5.1.1 The above items will be either transported on campus, between campuses, to on-campus recycle/trash bins or placed into inventory storage.

5.1.2 Move tasks include removing and dismantling all office furnishings. Reinstallation when necessary or to be placed in inventory and record updated.

5.1.3 Storage Facility: The Contractor will store furniture in VA provided storage facility when instructed by the COR. Such times may be due to unforeseen circumstances. The Contractor shall provide and supply all appropriate moving and protection equipment and materials necessary for the completion of each move without damage to furniture, buildings or property.

5.1.3.1 The Contractor shall wear appropriate safety and personal protective equipment during moves and take precautions regarding fire and life safety and comply with all occupational, safety and health (OSHA]CALOSHA) laws/regulations for the protection of employees.

52 Installations: The Contractor staff who will install furniture may be required to be experienced and have knowledge to move, take apart, or put together large systems furniture such as Steelcase, Herman Miller, Krug, etc..

5.2.1 Installation tasks include assembly of new and used furniture components from existing inventory or shipments Received. Assemble and install workstations, desk systems, panel systems, ergonomic accessories, storage and other units requiring field assembly. Modification may be required to pull parts from other stocked components to complete installations.

5.2.2 The Contractor equipment or tools shall not block exits, corridors, or impede access to entrances/exits or rooms and shall be in the control of the contractor at all times. When leaving the work site, tools shall be removed and secured.

5.2.3 The Contractor shall verify that electrical connections are made, wiring and cords are available and accessible, and any deficiencies are corrected.

5.2.4 Any and all debris shall be removed and disposed on a daily basis. Items such as cardboard, plastic, wood etc. shall be recycled.

5.3 Transportation: The Contractor shall provide the necessary transports when moving to and from the VA facilities and warehouse or storage facility.

5.3.1 The Contractor shall provide the moving equipment and tools necessary to transport the furniture. Such tools and equipment include, but not limited to dollies, floats, wheel carts, roller lifts, heavy lifting equipment, stair crawlers, ladders and levelers. Tractor-trailer rigs may be required based on the scope of the request. All equipment must be operable and in good working condition. Additional personnel for transportation to be provided for added manpower, as work requires.

5.4 Types of Projects: The Contractor shall support the various types of projects in support of Major, Minor, Non-Recurring Maintenance or Station-Level in which all work and purchases that support that project are tracked and invoiced separately to properly allocate all project costs to the Project.

5.4.1 Activation Projects. These projects are those in which all items that are required to establish new spaces are delivered and installed. This type of project is typically scheduled months in advance to secure proper support equipment, transportation and manpower. The Contractor shall attend planning and coordination meetings with the VA Project Manager, affected personnel and construction contractors.

5.5.1.2 The Contractor shall deliver all packing lists or pans lists from incoming shipments and purchase orders when product is received, unboxed and placed either in storage or delivered to intended site.

5.6 Storage Facility. AVAHCS storage is on site at the campus of 1670 Clairmont Road.

5.6.1 Typical items to be stored include used or new furniture.

5.6.2 Project furniture, typically comprised of new furniture, but at times used furniture being held for a specific move, may be stored in bulk pending project activation. Items shall remain palletized and shrink wrapped to assure that product remains undamaged and kept together for the specific project.

5.7 Repairs, Reconfiguration, Modifications and Cleaning during Installs. -the Contractor shall perform repairs, reconfigurations, or modifications to existing furniture as required during installs.

Minor modifications shall include, but not limited to tightening or loosening screws on pieces to resolve sticking or realignment, any reconfiguration required for furniture to be functional in new location and adjusting locking mechanisms, etc. Repairs due to damage during installations shall include, but not be limited to providing materials, parts (screws, glide stops, washers, wing nuts, wheels, etc.) and tools (hammers, mallets, screw drivers, drills, braces, etc.) necessary to accomplish the service. Cleaning services are performed during installs and include washing down and removing all dirt, smudges, gum and tape residue from furniture. Contractor shall perform on-site steam cleaning of upholstery, panel facing, and used seating as required.

6.0 Administrative Requirements:

6.1 The Contractor shall provide an inventory list for all stored items as appropriate.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1.00 JB __________________ __________________

Moving Services: See SOW / PWS for details.

PRINCIPAL NAICS CODE: 484210 - Used Household and Office Goods Moving PRODUCT/SERVICE CODE: V301 - Transportation/Travel/Relocation - Relocation: Relocation

GRAND TOTAL __________________

B.4 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY DELIVERY DATE

0001 SHIP TO: Department of Veterans Affairs Atlanta VA Healthcare System 1670 Clairmont Road Decatur, GA 30033 4004

USA

1.00 Begin after

10/01/2022

MARK FOR: COR: Darryl Gwaltney 404-321-6111 x592006 darryl.gwaltney@va.gov

INSTRUCTIONS: Additional Locations for Service in

Section 3.1 of the Performance Work Statement. This is a multi-facility moving contract.

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

and

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 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.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

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

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

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

[] 852.271–74, Inspection.

[X] 852.271–75, Extension of Contract Period.

[X] 852.273–70, Late Offers.

[X] 852.273–71, Alternative Negotiation Techniques.

[X] 852.273–72, Alternative Evaluation.

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

[X] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause)

C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—

MONITORING AND COMPLIANCE (JUL 2018)

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

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.4 VAAR 852.219-77 VA NOTICE OF LIMITATIONS ON

SUBCONTRACTING—CERTIFICATE OF COMPLIANCE FOR SERVICES AND

CONSTRUCTION (SEP 2021) (DEVIATION)

(a) Pursuant to 38 U.S.C. 8127(k)(2), the offeror certifies that—

(1) If awarded a contract (see FAR 2.101 definition), it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract, as follows:

(i) [X] Services. In the case of a contract for services (except construction), the contractor will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 50% subcontract amount that cannot be exceeded. Other direct costs may be excluded to the extent they are not the principal purpose of the acquisition and small business concerns do not provide the service as set forth in 13 CFR 125.6.

(ii) [] General construction. In the case of a contract for general construction, the contractor will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated VIP-listed subcontractor further subcontracts will count towards the 85% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(iii) [] Special trade construction contractors. In the case of a contract for special trade contractors, the contractor will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs as set forth in 852.219-10 or VOSBs as set forth in 852.219-11. Any work that a similarly situated subcontractor further subcontracts will count towards the 75% subcontract amount that cannot be exceeded. Cost of materials are excluded and not considered to be subcontracted.

(2) The offeror acknowledges that this certification concerns a matter within the jurisdiction of an Agency of the United States. The offeror further acknowledges that this certification is subject to Title 18, United States Code, Section 1001, and, as such, a false, fictitious, or fraudulent certification may render the offeror subject to criminal, civil, or administrative penalties, including prosecution.

(3) If VA determines that an SDVOSB/VOSB awarded a contract pursuant to 38 U.S.C. 8127 did not act in good faith, such SDVOSB/VOSB shall be subject to any or all of the following:

(i) Referral to the VA Suspension and Debarment Committee;

(ii) A fine under section 16(g)(1) of the Small Business Act (15 U.S.C. 645(g)(1)); and

(iii) Prosecution for violating section 1001 of title 18.

(b) The offeror represents and understands that by submission of its offer and award of a contract it may be required to provide copies of documents or records to VA that VA may review to determine whether the offeror complied with the limitations on subcontracting requirement specified in the contract. The Contracting Officer may, at their discretion, require the Contractor to demonstrate its compliance with the limitations on subcontracting at any time during performance and upon completion of a contract if the information regarding such compliance is not already available to the Contracting Officer. Evidence of compliance includes, but is not limited to, invoices, copies of subcontracts, or a list of the value of tasks performed.

(c) The offeror further agrees to cooperate fully and make available any documents or records as may be required to enable VA to determine compliance with the limitations on subcontracting requirement. The offeror understands that failure to provide documents as requested by VA may result in remedial action as the Government deems appropriate.

(d) Offeror completed certification/fill-in required. The formal certification must be completed, signed, and returned with the offeror’s bid, quotation, or proposal. The Government will not consider offers for award from offerors that do not provide the certification, and all such responses will be deemed ineligible for evaluation and award.

Certification:

I hereby certify that if awarded the contract, [insert name of offeror] will comply with the limitations on subcontracting specified in this clause and in the resultant contract. I further certify that I am authorized to execute this certification on behalf of [insert name of offeror].

Printed Name of Signee:________________________________________

Printed Title of Signee:_________________________________________

Signature:___________________________________________________

Date:_____________________

Company Name and Address:________________________________________

(End of Clause)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT

2020) The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract.

Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.6 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 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.232-18 AVAILABILITY OF FUNDS APR 1984

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

NOV 2021

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (MAY 2022) (JUL 2020)

(DEVIATION)

(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 products and commercial services:

(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 (NOV 2021) (Section 1634 of Pub. L.

115–91).

(3…