36A79720Q0007-001.docx

36A79720Q0007

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

36A79720Q0007 01-0 -2020 Michael A. Sands 708-786-5236 01-17-2020

11:59 PM (CST)

36A797 Department of Veterans Affairs National Acquisition Center Building 37 1st Avenue, One Block North of Cermak Hines IL 60141 X X 541380 $16.5 Million N/A X Multiple VA Medical Centers

36A797 Department of Veterans Affairs National Acquisition Center Building 37 1st Avenue, One Block North of Cermak Hines IL 60141

36A797 Department of Veterans Affairs National Acquisition Center Building 37 1st Avenue, One Block North of Cermak Hines IL 60141 High Tech Medical Equipment Inspection (HTME) Services for the National Acquisition Center's High-Tech Medical Equipment Ordering Division located in Hines, IL.

**VETERAN-OWNED SMALL BUSINESS SET-ASIDE**

SEE CONTINUATION PAGES

X X X

MICHAEL A. SANDS

VA-NAC-2019-2A9CC44E

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449)

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: ______________________________________ (Contractor’s Name) ______________________________________ (Address)

b. GOVERNMENT: Michael A. Sands, Contracting Officer michael.sands3@va.gov Department of Veterans Affairs VA National Contracts Service HTME Ordering Division P.O. Box 76, 1st Avenue One Block North of 22nd Street Hines, IL 60141

2. PAYMENT: All payments by the Government to the Contractor will be made in accordance with (“IAW”):

a. FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER SYSTEM – SYSTEM FOR AWARD and

b. In arrears upon acceptance of services and receipt of a properly prepared invoice.

3. INVOICES: Invoices shall be submitted by the Contractor in arrears IAW:

a. 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018);

b. See SF 1449, Block 18 for Government Invoice Address;

c. Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests;

d. For assistance setting up e-Invoice, the below information is provided:

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

* Tungsten Network e-Invoice email: VA.Registration@ob10.com <http://VA.Registration@ob10.com/>

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

* FSC e-invoice email: vafsccshd@va.gov <http://va.gov/>

e. In order to comply with the Improper Payment Elimination and Recovery Act of 2010 (IPERA), the VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Network e-Invoicing network, for submissions of all electronic invoices to VA. Tungsten Network electronic invoicing is free to all VA vendors. To submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to VA.Registration@Tungsten-Network.com or calling 1-877-752-0900 option 2 for Enrollment.

f. Contractor shall submit an electronic invoice to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.Tungsten-Network.com/Login.aspx after their itemized report has been reviewed and approved by the Contracting Officer (CO). For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

g. All invoices shall reference the vendor name and address, customer name, contract number, task order number, appropriate obligation/funding order number, description of services provided, quantity, unit price, and total invoice amount. Invoices shall also include any payment discount terms.

h. For questions regarding invoice receipt or payment, please call VAFSC directly at 1-877-353-9791 or email vafsccshd@va.gov

4. QUOTERS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED HEREIN PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED FOR AWARD.

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

5. AUTHORITY:

The Contracting Officer (CO) is the only person authorized to approve changes or modify any of the requirements of this contract. The Contractor shall communicate with the CO on all matters pertaining to contract administration. Only the CO is authorized to make commitments or issue changes that will affect price, quantity, or quality of performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the CO, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

B.2 PRICE/COST SCHEDULE

The quoter agrees to provide all Final Inspection Reports to the VA within _____ calendar days from task order issuance. If no date is provided, the default number of days will be thirty (30). If selected for award of this contract, all references in the Performance Work Statement (PWS) pertaining to the submission of the final inspection report will be updated to reflect the number inserted above. The CLINs and SUB-CLINs shown below are fixed-price. All task orders issued under this contract shall be firm-fixed-price (FFP) and include the applicable SUB-CLIN(s), quantity, unit price, and extended price.

DOA – 12/31/2020

OP Two:

1/1/2021 – 12/31/2021 OP Three:

1/1/2022 – 12/31/2022

orders

orders

orders

0003B

OCONUS

orders

orders

orders

orders

orders

orders

orders

orders

* DOA stands for Date of Award.

* NSP stands for Not Separately Priced.

* OP stands for Ordering Period.

* CLIN stands for Contract Line Item Number.

* CONUS stands for Contiguous United States and means the 48 contiguous States and the District of Columbia.

* OCONUS stands for Outside Contiguous United States and is defined as States and inhabited territories that are not part of the continental United States such as Hawaii, Alaska, Guam, Puerto Rico, America Samoa, and U.S. Saipan.

The quantities in the Est. Qty. column are estimated quantities only and shall be considered nonbinding.

The guaranteed minimum for the entire duration of the contract shall be $25,000.00.

The total maximum amount of services acquired under this contract shall not exceed $1,515,000.00.

Orders shall be placed in accordance with PWS Section 3.0(A). Any National Acquisition Center (NAC), High-Tech Medical Equipment (HTME) warranted Contracting Officer (CO) may issue task orders under this contract. The VA reserves the right to appoint Ordering Officers (OOs) at a future date who will also be authorized to place orders. If OOs are appointed by the CO, a list of VA authorized OOs will be provided to the contractor. An updated list of OOs will be provided to the contractor annually or at any lesser frequency deemed necessary by the CO.

All orders must be issued in writing via email. Such orders will contain the information contained in PWS Section 3.0(A) in addition to a Purchase Order (PO) number. This number, along with the contract and task order numbers, must be included on all invoices and correspondence.

B.3 PERFORMANCE WORK STATEMENT (PWS)

1. TITLE OF PROJECT:

High Tech Medical Equipment Inspection (HTME) Services

1.1 BACKGROUND:

The Department of Veteran Affairs (VA) purchases High Tech Medical Equipment (HTME) from original equipment manufacturers (OEMs) and distributers. The equipment is then delivered and installed at VA Medical Centers (VAMCs) but requires detailed Acceptance Testing before VA will accept the system. In order to determine if the equipment will function in accordance with OEM and VA specifications, tolerances, and requirements and to ensure that the equipment will operate within all federal guidelines, the equipment must be inspected by a Qualified Medical Physicist (QMP). Currently, the VA contracts for these inspection services on an ad-hoc basis, and this solicitation and the resulting contract will provide the VA with a continuous source for the testing of the HTME modalities listed in section 1.2 of this PWS.

1.2 SCOPE OF CONTRACT:

Provide all necessary labor, supervision, materials, and equipment for Acceptance Testing Services by a QMP for the following types of equipment modalities:

· Computed Tomography (CT)

· Positron Emission Tomography/Computed Tomography (PET/CT)

· Positron Emission Tomography/Magnetic Resonance Imaging (PET/MRI)

· Single Photon Emission Computed Tomography/Computed Tomography; Magnetic (SPECT/CT)

· Single Photon Emission Computed Tomography (SPECT)

· Magnetic Resonance Imaging (MRI)

· Mammography (MAMMO)

· Fixed Radiographic System (RAD)

· Multiple types of Labs to include

· Angiography Lab (Fixed C-Arm)

· Cardiac Cath Lab (Fixed C-Arm)

· Electrophysiology Lab (Fixed C-Arm)

· Interventional Lab (Fixed C-Arm)

· Vascular Lab (Fixed C-Arm)

· Portable Computed Tomography (PORT CT)

· Magnetic Resonance Imaging [Inside Vehicle/Trailer] (Mobile MRI)

These acceptance testing services are for newly installed systems at VAMCs throughout the United States. This contract shall not be used for periodic inspections/testing of HTME already inspected and accepted at VAMCs. All work shall be performed in accordance with this Performance Work Statement (PWS), attachments, and associated clauses and provisions.

2.0 DESCRIPTION OF SERVICES:

A. Upon request for inspection services, the contractor shall provide all necessary labor, equipment, supervision, and other resources to inspect HTME newly installed at the specified VAMC. The VA shall require inspection services at facilities within the United States, to include its inhabited territories and federal district. For the purpose of this contract, Contiguous United States (CONUS) means the 48 contiguous States and the District of Columbia. Outside Contiguous United States (OCONUS) is defined as States and territories that are not part of the continental United States such as Hawaii, Alaska, Guam, Puerto Rico, America Samoa, and U.S. Saipan. The resultant contract will be used as a continuous source for the acceptance testing services of modalities listed herein. Inspection services will be ordered on an as needed basis from time to time in such quantities as may be needed to fulfill any acceptance testing/inspection requirement.

B. VA personnel will issue a Task Order against the resulting contract that will detail the type of equipment to be inspected, the location where the equipment is to be inspected, and the time and date the inspection is required by. The inspector shall coordinate the inspection with the facility in advance to ensure minimal disruption to the facility’s workflow. Contractor may have access to OEM proprietary information. This information shall not be shared or disclosed to any party not involved in the inspection process.

C. Upon receipt of each Task Order, the contractor shall confirm receipt of the inspection request within twenty-four (24) hours via email. All parties included on the initial Task Order distribution shall be copied on the confirmation email.

D. The Inspector shall inspect the equipment to ensure that it meets the VA’s General Specification and testing protocol requirements in addition to all OEM specifications or performance guidelines identified and all applicable Federal Government safety and performance requirements at 21 CFR Chapter I, Subchapter J, and the Diagnostic X-ray Performance Standards for Electronic Products. These regulations cover the manufacturing, importing, and installation of equipment that emits electronic product radiation to achieve its intended purpose or as a byproduct of meeting its intended purpose. Specific regulations under "Diagnostic x-ray systems and their major components" (21 CFR 1020.30), "Radiographic equipment" (21 CFR 1020.31), "Fluoroscopic equipment" (21 CFR 1020.32), and "Computed tomography (CT) equipment" (21 CFR 1020.33).

E. The inspector shall create a report which (1) states the testing and inspection guidelines utilized, (2) identifies the type of equipment inspected, (3) identifies the testing equipment utilized, (4) identifies any deficiencies in the equipment and any adjustments required to equipment tolerances, (5) identifies any other problems in the equipment’s performance, and (6) verifies that all items ordered on the original delivery order or subsequent modifications have been delivered and installed. The report shall also identify the overall acceptability of the equipment for VA Clinical Use and make a recommendation for government acceptance or rejection of the equipment using. If Government acceptance is recommended, provide a date when the equipment may be put into clinical use. The attachments provided for each modality shall be followed, and each inspection report shall include information on each item or guideline listed.

F. Inspection Report templates shall be provided for each modality listed in Section 1.2 with submission of initial quotes. The VA may approve these templates as is after time of contract award or request revisions as deemed necessary. Only the CO may request changes to these reports, and only approved report templates may be used for testing/inspections under this contract. Approved reports are subject to change at any time during the duration of the contract at no additional cost to the government. If requested, the contractor shall provide a revised template to the COR and CO within 72 hours.

G. A list of all QMP’s who will be performing these inspection services must be provided to the CO with submission of initial quotes. The quoter must submit a resume or curriculum vitae (CV) for each of the QMP’s to perform inspections under the contract. The CO and COR must approve these personnel before they will be allowed to perform inspections under the contract. During performance of the contract, only CO and COR approved personnel may perform inspections. If during contract performance, the contractor wishes to revise (add or remove personnel) from their list of QMP’s, they must submit a request in writing to the CO and COR for approval. This request shall be accompanied by a resume or CV for any additions to the list. New personnel must be approved by the CO and COR before they are authorized to perform any inspections.

3.0 PERFORMANCE PERIOD:

A. This contract shall have five, twelve-month ordering periods, effective from Date of Award through December 31, 2024. During the contract period, VA personnel listed in the Schedule or provided on a list of authorized VA ordering personnel, will issue Task Orders which detail the date their inspection requirement begins and ends, the hours of operation at the facility during which the inspector can gain access, and any other administrative or reporting requirements specific to that Task Order. The VA will provide a list of authorized ordering personnel after contract award and will provide an updated list whenever changes are made to the list.

B. The contractor will not be required to provide services on the following recognized Federal Holidays:

4.0 TECHNICAL & REPORTING REQUIREMENTS:

A. Contractor personnel must be Qualified Medical Physicists (QMP) and possess at a minimum, a master’s or doctoral degree in physics, medical physics, biophysics, radiological physics, medical health physics, or equivalent disciplines from an accredited college or university and possess a certification in the applicable subfield(s) of medical physics with its associated medical health physics aspects by an appropriate national certifying body and abide by that certifying body’s requirements for continuing education.

B. All equipment to be used for Acceptance Testing services shall be calibrated and certified for use. This equipment is subject to inspection by local biomedical engineers at the VAMC.

C. Contractor personnel shall wear and properly display visible “Contractor Badges” identification at all times while on the premises of the VAMC. It is the responsibility of the contractor to park in the appropriate designated parking areas. Contractor may receive parking information from the VA point of contact at the respective VAMC. The VAMC will not invalidate or make reimbursement for parking violations of the contractor under any conditions. Smoking is prohibited on all VAMC property, including parking areas. Possession of weapons is prohibited on VA property. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

D. All inspections must be completed, and the final reports submitted to the National Acquisition Center (NAC) HTME Ordering Division within thirty (30) days of task order issuance.

5.0 QUALITY ASSURANCE:

A. The contractor’s Quality Control Plan (QCP) shall be submitted with their initial quote and be approved by the CO and COR prior to commencement of services. The approved QCP will be monitored periodically by the CO and COR to address any issues or concerns. Any issues or concerns with the original QCP shall be addressed by the CO and COR prior to commencement of services. Failure to submit a QCP with the initial quote may eliminate the quoter from consideration.

B. The contractor is responsible for the quality of all work performed. The contractor shall measure that quality through the contractor’s own QCP for all work performed under this contract. The contractor’s QCP will set forth the procedures for ensuring all Performance Standards listed in the Performance Standards section below are met. The contractor will develop and implement a performance management system with processes to assess and report its performance to the COR. All Performance Standards shown in the section below must be captured and monitored on the QCP.

C. The QCP shall also include a section which tracks customer complaints, internal remedies implemented, and resolution of complaints and/or issues within seven (7) calendar days of receipt. Each customer complaint or issue shall be given a unique tracking number and must be retained by the contractor for the entire duration of the contract. This retained record must include all information relevant to the complaint (i.e. name of VA representative which made complaint, date and time of receipt of complaint, name(s) of contractor personnel involved in complaint and its resolution, remedies taken to resolve, and resolution/closeout of complaint/issue). Compliance with this section shall be evaluated by the CO and COR on an annual basis.

D. The COR shall monitor quality and performance through monthly, annual, and random inspections. The CO will ensure results are shared with contractor and uploaded to contract file.

E. The contractor shall maintain a copy of the most current QCP and provide a copy of it to the COR or CO upon request. The Contractor shall update or revise the QCP upon request of the CO at no additional cost to the government.

6.0 PERFORMANCE STANDARDS:

A. The contractor shall maintain performance standards in accordance with the Minimum Performance Standards table below.

B. The contractor shall immediately notify both the CO and COR of any disruptions or delays which will prevent them from completing the inspection and submitting their report within the timeframe provided in the task order. This notification shall include the reason for the delay, expected duration of the delay, any mitigating factors associated with the delay, and what actions are being/will be taken to remedy the delay and prevent future occurrences.

7.0 PHYSICAL & INFORMATION SECURITY:

A. The VA will provide reasonable access to the systems and equipment to be tested. Acceptance Testing must be scheduled in advance with the VAMC, and the OEM of the system or equipment must also be invited to attend.

B. Contractor personnel will not have access to patient records or VA information systems. VAMC personnel will escort contractor personnel to testing location.

C. In the case of systems serving patient care areas, it may not, because of clinical reasons, be possible to test a given system on a particular day, regardless of the agreed upon inspection time and date. VAMC’s shall provide a minimum of 48 hours’ notice to the contractor when it is necessary to reschedule. Should this occur, the inspection will be rescheduled by the contractor and facility and will be performed by the contractor at a later date and at no additional cost to the Government. In consideration for such occurrences, the contractor shall be given a fourteen (14) calendar day time extension for completion of the inspection. For instance, if a system was scheduled to be tested on December 01, 2020, and the Government requires this service to be rescheduled due to clinical reasons, the contractor shall be allowed to complete the inspection by December 15, 2020 without any adverse consequences. Excessive rescheduling on the part of the VAMC shall be communicated by the contractor to the CO in writing. The CO, upon receipt of such notice, shall schedule a meeting with the Contracting Officer’s Representative, the VAMC individual responsible for coordinating the inspection, their immediate supervisor(s), and the contractor to develop a plan to mitigate future occurrences.

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) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.252-2 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 addresses:

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

(End of Clause)

DEC 2013

C.3 52.216-18 ORDERING (OCT 1995)

(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 Date of Contract Award through 12/31/2024.

(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) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(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 1 Line Item (Inspection), 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—

(1) Any order for a single item in excess of 3 line items (inspections);

(2) Any order for a combination of items in excess of 3 line items (inspections); or

(3) A series of orders from the same ordering office within 7 calendar 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 1 calendar 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 2/28/2025.

(End of Clause)

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage.