36C24220R0017-009.pdf

PAGE 1 OF 1. REQUISITION NO.

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

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

TIME

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

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

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

SEE ADDENDUM

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

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

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

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

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

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

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

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

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 55

36C24220R0017 03-03-2020

Brooks Campbell, Janice 718-741-4320 04-08-2020

36C242

Department of Veterans Affairs

Network Contracting Office 2

James J. Peters VA Medical Center

130 West Kingsbridge Road

Bronx NY 10468-3904

X

621511

$35 Million

N/A

X

See Delivery Schedule

36C242

James J. Peters VA Medical Center

Network Contracting Office 2

Tungsten Network http://www.tungsten-network.com/us/en

/veterans-affairs

See CONTINUATION Page

Provide Prognostics, Molecular Diagnostics, and Therapeutic

Referral Laboratory Services for the VISN 2 VA Healthcare

System.

This solicitation and resulting Requirement Agreement are in accordance with Federal Acquisition Regulation (FAR)

Part 15.

Please review the Performance Work Statement on page 4-10 and complete the Price Cost Schedule attached to the solicitation.

The deadline for submittal of all questions is March 19, 2020, 10:00AM EST.

Contractors should pay close attention to section: 52.212-1, 52.212-2 and Section D1 thru D7 before submitting an offer.

X X

X 1

Janice Brooks Campbell

Contracting Officer

36C24220R0017

Table of Contents

SECTION A

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

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PEFORMANCE WORK STATEMENT

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

C.3 MANDATORY WRITTEN DISCLOSURES

C.4 52.216-18 ORDERING (OCT 1995)

C.5 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.6 52.216-21 REQUIREMENTS (OCT 1995)

C.7 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.8 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.9 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

C.10 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

C.12 VAAR 852.237-75 KEY PERSONNEL (OCT 2019)

C.13 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN 2008)

C.14 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 2019)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 ESOTERIC AND GENETIC TESTING COST SCHEDULE 2-6-2020

D.2 DUTCHESS WAGE DETERMINATION

D.3 ESSEX WAGE DETERMINATION

D.4 NEW YORK WAGE DETERMINATION

D.5 SOMERSET WAGE DETERMINATION

D.6 SUFFOLK WAGE DETERMINATION

D.7 BUSINESS ASSOCIATE AGREEMENT

D.8 QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

E.3 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.4 52.216-1 TYPE OF CONTRACT (APR 1984)

E.5 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

E.6 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.7 VAAR 852.209-70 ORGANIZATIONAL CONFLICTS OF INTEREST (JAN 2008)

E.8 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION (OCT 2018)

E.9 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.10 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.11 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS

(DEC 2019)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C242 – Janice Brooks – Janice.Brooks@va.gov – 718-741-4320

Network Contracting Office 2

James J. Peters VA Medical Center

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

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

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other []

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 http://www.tungsten-network.com/us/en/veterans-affairs

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the

Solicitation numbered and dated as follows:

AMENDMENT NO DATE

mailto:Janice.Brooks@va.gov http://www.tungsten-network.com/us/en/veterans-affairs

B.2 PEFORMANCE WORK STATEMENT

PEFORMANCE WORK STATEMENT

1. Description of Services

a. The Contractor shall provide a full range of Prognostics, Molecular Diagnostics, and

Therapeutic referral laboratory services for the Veterans Integrated Service Network 2, herein after designated as VISN 2 South. VISN 2 South is comprised of the five (5) VA medical center facilities listed below:

• JJP VA Medical Center Bronx, NY

• VA New Jersey Health Care System

• VA Hudson Valley Healthcare System

• VA NY Harbor Healthcare System

• Northport VA Medical Center

b. Basic services shall include the transportation of clinical laboratory specimens to the

Contractor’s laboratory(s), performance of analytical testing as defined by the Contractor’s reference test manual, reporting of analytical test results, and consultative services as required to provide the full scope of its laboratory operations for VISN 2 South.

c. All requirements and provisions defined in the specifications of this Performance Work

Statement (PWS) will apply to any laboratory, i.e. branch, division, sub-contractor, etc.

performing reference testing on behalf of the Contractor.

2. Definitions

a. Specialized Test: A test that is performed in low volume, but the technology, expense, or time-consuming nature of each test is such that some delay is expected. The delay usually occurs to allow tests received from different centers to be batched to make the operation cost effective.

A type of reference lab dedicated to a particular type of 'esoteric' testing–eg, allergy, coagulation, drugs–especially drugs of abuse, endocrinology, genetics, paternity, virology, etc.

b. Esoteric Test: A test that is similar to specialized tests except they are only done in a few laboratories throughout the country. The analysis of 'rare' substances or molecules that are not performed in a routine clinical lab.

c. TAT (Turn-around time): The length of elapsed time between pick-up or dispatch of specimen from the contractor’s laboratory until the receipt of the completed printed report back in the lab.

d. Qualified Staff: pertaining to a health professional or health facility that is formally recognized by an appropriate agency or organization as meeting certain standards of performance related to the professional competence of an individual or the eligibility of an institution to participate in an approved health care program. Contractor employees shall not be considered government employees for any purpose under this contract.

e. Critical (Panic) Value: Now reads “Those test results that require immediate evaluation by a physician or other health care provider. The following diagnosis requires notification of Flow

Cytometric results of Acute Leukemia or High-Grade Lymphomas. Failure to immediately communicate verified test results of critical values may adversely contribute to increased patient morbidity and/or mortality.

f. Proficiency Testing: An assessment of the accuracy of testing by a laboratory based on the analysis of an unknown specimen analyzed by a large number of other labs. The proficiency survey is conducted by an organization or agency authorized by the Department of Health and

Human Services to do so.

3. Licensures

a. The reference laboratory must be licensed/accredited by the College of American Pathologists, the Nuclear Regulatory Commission, and Center for Disease Control, Medicare and/or other state regulatory agencies as mandated by federal and state statutes. In addition, the Laboratory must be certified as meeting the requirements of the Clinical Laboratory Improvement Act of

1988.

b. Copies of all relevant permits/licenses and certification inclusive of any sanctions current or pending throughout the United States of America must be supplied to each VA Medical Center identified in this PWS. These documents must be updated immediately by providing current certificates as they become available throughout the life of the contract. The above documents must be supplied also for each reference laboratory that is a subcontractor of the primary

Contractor.

4. Quality Assurance / Control

a. Quality Control Testing - To ensure proper handling and test performance, quality control tests should be conducted by the contractor, based on the recommendations of the manufacturer.

b. Test data should include, but not limited to:

i. Coefficient of variation, when applicable, of quality control samples of all tests that the

Contractor and subcontracted perform.

ii. List of tests that are classified as unacceptable on the survey evaluation for the past two years (or whatever duration is decided upon). The Contractor shall notify the VA of any test that is classified as unacceptable based on Proficiency testing performance and evaluation during the contract period.

iii. List of address of processing sites under contract, including subcontractor testing location sites.

c. The Government reserves the right to physically inspect the reference laboratory(s) prior to a contract award and at any time during the performance period to insure the reference laboratory’s compliance with accreditation and quality assurance practices and requirements.

5. Minimal Data Transfer/Receiving Need/Requirements

The contractor will at a minimum be able to transfer results/reports in either one or multiple forms of the following media:

a. Facsimile

b. US Postal Mail (hard copy)

6. Implementation Dependencies and Requirements

a. Rules of Behavior - All contractors must read and agree to VA “Contractor Rules of

Behavior” agreement (Attachment D.2). See VA Handbook, “Appendix D” documents.

b. Site Commitment – Management at both contracting company and VA sites actively support and are engaged with the interface efforts.

c. Site Resources – Adequate qualified staff at both contractor and VA sites are committed to accomplishing the effort (including site lab staff and IRM staff).

d. Contractor Scheduling – Adequate qualified staff commit to accomplishing the effort

(including site lab and IRM staff).

e. Training – All qualified staff must have been trained as appropriate. Contractor shall provide a roadmap of how they will provide and insure customer training for IT Support staff or end user lab technicians. Must comply with APPENDIX C of VA Handbook 6500.6 as specified below.

f. Site Readiness—Snapshot of level of site readiness and required preparation for implementation.

g. Security- All primary and sub-contracting staff shall comply with all applicable VA security and privacy regulations, as well as applicable non-VA laws and regulations, such as HIPPA.

Must comply with APPENDIX C of VA Handbook.

h. License/Accreditation- The Contractor and all subcontracted staff shall have all licenses, permits, accreditation and certificates required by law. Current copies of these must be available. Must comply with the Department of Veterans Affairs Information Security requirements including system certification and background security checks on ALL employees.

7. Customer Service-Support and Ongoing Requirements

a. The Contractor shall provide a single account representative or designee to each of the VISN 2

South facilities. This account representative shall act as a client service consultant and be available Monday through Friday during the normal business hours listed in Section 12/e below for inquiries regarding any of the services required under the scope of this contract.

b. The Contractor shall provide monthly to each facility a statistical analysis of the VISN 2 South facilities’ workload testing volumes to assist in the monitoring of ordering trends and utilization patterns.

c. The contractor shall provide 24/7 secure access to a web-based online support system that includes both interactive customer service and a user-friendly help module in conformance to the standards set forth in this PWS.

d. The Contractor shall offer a robust customer service program, which assist the VISN 2 South facilities with the usage of the Contractor’s products/services in the most cost-efficient manner.

e. Contractor shall provide a list, to each VISN-2 South facility with the Contractor’s critical values, and a copy of the Contractor’s Critical Value Policy.

f. A Contractor provision to add LOINC codes for each test. This will allow association of send out tests with facility’s name test.

g. The contractor shall provide the establishment and update of a test dictionary.

8. Service Add-ons

a. Services not detailed in this PWS cannot be performed as part of the requirement. If there are services that are determined to be within scope but not specifically required in the PWS, then they may be evaluated. If the contracting officer determines that it is appropriate, then they may incorporate additional services via modification to the existing contract.

b. Modification of this agreement must be in writing and mutually authorized by the VISN 2

South Contracting Officer and an authorized official of the Contractor.

9. Testing and Storage of Laboratory Samples

a. Specimen Testing: The Contractor shall provide timely and appropriate testing of patient specimens as requested by VISN 2 South facilities.

b. Specimen Storage: The Contractor shall store the specimens a minimum of seven days after the test is reported in the event that subsequent action is necessitated (i.e., problem solving, repeat testing, add-on tests).

c. For testing that involves the creation or processing of cell, tissue blocks and slides, the

Contractor shall return the specimen at no cost to the requesting VA facility.

d. For specimens returns, all cell and tissue blocks and slides are to be returned within 30 days of completion of all testing via expedited shipping in cushioned mailers to preserve the integrity of the samples.

e. The Contractor shall not charge VISN 2 South for repetitive testing performed on a specimen to verify questionable initial results.

f. The Contractor shall provide an adequate supply of specimen collection materials and forms for such testing that dictates special handling requisition forms and transportation packaging

(i.e. dry ice, stabilizing tablets, ice packets, etc.) necessary to properly submit specimens for testing.

g. The Contractor shall provide routine scheduled courier services every day excluding weekends and Federal holidays between VISN 2 South facilities and contracted laboratory. If required, week-end, urgent, and/or Holiday specimen pick-up should be arranged between the facility and the Contractor. When new clinics require services or a clinic relocates, the contract will be modified bilaterally. Service will include at least one (1) pick-up per day at each VISN 2

South facility. The precise hours of pick-up will be determined by the authorized VA person at each facility when award is made. Priority consideration will be given to maintenance of specimen integrity and optimization of efficiency and test turnaround time. Regular duty hours are Monday through Friday, 8AM to 4PM Eastern Standard Time. Off duty hours are any times other than the regular duty hours mentioned before. When one of the holidays falls on

Sunday, the following Monday shall be observed as a Federal Holiday. When a holiday falls on a Saturday, the preceding Friday shall be observed as a Federal Holiday. A list of Federal

Holidays is below:

o New Year’s Day o (observance of) Birthday of Martin Luther King, Jr.

o Washington’s Birthday o Memorial Day o Independence Day o Labor Day o Columbus Day o Veterans Day o Thanksgiving Day o Christmas Day

10. Reporting of Results

a. A report is defined as a printed final copy in duplicate of laboratory testing results. This report will be received through facsimile, encrypted email or trackable U.S. postal mail.

b. Each test report shall at minimum indicate the following information:

i. Patient’s name, date of birth, and identification number (last four of Social Security number)

ii. Physician’s name (if supplied)

iii. VISN 2 South medical record number or laboratory accession number (if supplied)

iv. VISN 2 South submitting facility name

v. Test ordered

vi. Date/time of specimen collection

vii. Date/time test completed

viii. Test result and interpretation, if applicable

ix. Reference intervals and units

x. Toxic and therapeutic ranges, if applicable

xi. Flagged abnormal values

xii. Critical Values

xiii. Reference laboratory specimen number

xiv. Name of testing laboratory, if other than contractor

xv. Any supplemental information the reference laboratory has, that may influence the interpretation of reported test results

xvi. Unsatisfactory specimen shall be reported by the contractor lab within 24- hours of pick-up time with documentation supporting its unsuitability for testing

xvii. Date/time specimen received by Reference Lab

c. Routine test results are to be received within 48 hours following specimen pick-up either by hard copy or electronic report transmission. It is recognized that certain specialized tests will require a longer turnaround time than the 48 hours. Under these circumstances, test results are expected to be received no later than 24 hours after verification of the test. Critical result (see previous definition) must be called to the ordering pathologist or designee, no later than 24 hours of the report being verified, i.e. acute leukemia or High-Grade Lymphoma.

d. Contractor shall provide preliminary reports on incomplete specimens, indicating their processing status.

11. Required Tests

a. See Attachment for tests and volumes turn-around-times (TAT) for all VISN 2 South medical centers. The CPT code number, nomenclature, and annual volume are listed for each test.

b. The Contractor will detail pricing for each Technical Component, Professional

Component and Global (both) Component for the tests offered.

Various conditions and disease states require specialized testing and stains. For example:

Hematologic conditions:

FISH (variety of different chromosomal tests)

Cytogenetics

PCR – variety of PCR based assays

Flow cytometry

Solid tumor prognostic/therapeutic marker testing:

PCR – Variety of PCR based assays, most important are KRAS, EGFR and

BRAF

HER2 IHC Global

PD-L1 IHC Global

FISH – most important are ALK and ROS1

Next generation sequencing

c. The Contractor will detail the specific IHC (Immunohistochemical) and ISH (insitu hybridization) stains they are capable of performing in their response document.

d. The Contractor will detail the specific Flow Cytometry Antibodies they are capable of performing in their response document.

e. The Contractor will detail the specific FISH (Fluorescent in situ hybridization) they are capable of performing.

f. The Contractor will detail the specific prognostic and therapeutic tests/stains they are capable of perming for breast cancer, colorectal cancer, non-small cell lung cancer, gastric cancer, and other cancers.

12. Period of Performance

Period of performance is estimated as:

Base period: 1 July 2020 – 30 June 2021

Option period 1: 1 July 2021 – 30 June 2022

Option period 2: 1 July 2022 – 30 June 2023

Option period 3: 1 July 2023 – 30 June 2024

Option period 4: 1 July 2024 – 30 June 2025

13. Kickoff Meeting

At the Government’s request, the contractor shall participate in the kickoff meeting via teleconference within 10 days of issuance of a task order(s).

14. Administration

On behalf of the Contracting Officer, the CORs are responsible for the general administration of individual Task Orders, review/acceptance of all deliverables, and technical direction required under said Task Order. The CORs will serve as the Government point of contact concerning information exchange, submission review, and payment. Nothing said by the CORs shall be construed to change contract requirements unless supported in writing in advance by the CO.

15. Records Management Language for Contracts Required

a. General

Contractors, Contractor personnel, Subcontractors, and Subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

b. Training

1. All Contractor employees and Subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

a. Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the Contractor Rules of Behavior, Appendix D relating to access to VA information and information systems;

b. Successfully complete the VA Cyber Security Awareness and Rules of Behavior training and annually complete required security training;

c. Successfully complete the appropriate VA privacy training and annually complete required privacy training; and

d. Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access

2. The Contractor shall provide to the contracting officer and/or the COR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

3. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until the training and documents are complete.

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 address(es):

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

(End of Clause)

FAR

Number

Title Date

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST DEC 2011

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

APR 2014

52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT

REQUIRE CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS—REPRESENTATION

JAN 2017

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

JAN 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE JUL 2016

MAINTENANCE

52.224-1 PRIVACY ACT NOTIFICATION APR 1984

52.224-2 PRIVACY ACT APR 1984

52.227-14 RIGHTS IN DATA—GENERAL MAY 2014

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

52.237-3 CONTINUITY OF SERVICES JAN 1991

(End of Addendum to 52.212-4)

C.3 MANDATORY WRITTEN DISCLOSURES

Mandatory written disclosures required by FAR clause 52.203-13 to the Department of Veterans Affairs, Office of Inspector General (OIG) must be made electronically through the VA OIG Hotline at http://www.va.gov/oig/contacts/hotline.asp and clicking on "FAR clause 52.203-13 Reporting." If you experience difficulty accessing the website, call the Hotline at 1-800-488-8244 for further instructions.

C.4 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 4/1/2020 through 3/31/2025.

(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.5 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 $14.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $1,765,580.00;

(2) A series of orders from the same ordering office within 365 days that together call for quantities exceeding the limitation in paragraph (b)(1).

(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 30 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.6 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the

Government's requirements do not result in orders in the quantities described as "estimated" or

"maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

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

Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) 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 five (5) years.

(End of Clause)

C.7 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days from the end of the current contract period.

C.8 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days from the end of the current contract period; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.9 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 6/30/2025. The

Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 6/30/2025, until funds are made available to the Contracting Officer for performance and until the

Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.10 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the

Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.11 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

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

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

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

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

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

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the

Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

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

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment…