36C24423Q0164 rv.pdf

36C24423Q0164

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2021)

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

C.3 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS (JUN 2020)

C.4 52.216-18 ORDERING (AUG 2020)

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

C.6 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.7 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND

VEGETATION (APR 1984)

C.8 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.9 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.10 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

C.11 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND

COMPLIANCE (JUL 2018)

C.12 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) . 28

C.13 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

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

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

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

COMMERCIAL SERVICES (NOV 2021)

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

1998)

E.3 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

E.4 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR

PROPOSED FOR DEBARMENT (NOV 2021)

E.5 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

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

(DEVIATION)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C244

Department of Veterans Affairs

Network Contracting Office 4

Regional Procurement Office

1010 Delafield Road

Pittsburgh PA 15215

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

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

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] IAW SOW

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.

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

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT

UNIT PRICE AMOUNT

0001 880.00 EA _______________ _______________

Legionella Testing IAW SOW 3.2.1 Contract Period: Base POP Begin: 02-10-2023 POP End: 02-09-2024 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

0002 120.00 EA _______________ _______________

Legionella Testing Retest IAW SOW 3.4 Contract Period: Base POP Begin: 02-10-2023 POP End: 02-09-2024 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

1001 880.00 EA _______________ _______________

Legionella Testing IAW SOW 3.2.1 Contract Period: Base POP Begin: 02-10-2024 POP End: 02-09-2025 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

1002 120.00 EA _______________ _______________

Legionella Testing Retest IAW SOW 3.4 Contract Period: Base POP Begin: 02-10-2024 POP End: 02-09-2025 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

2001 880.00 EA _______________ _______________

Legionella Testing IAW SOW 3.2.1 Contract Period: Base POP Begin: 02-10-2025 POP End: 02-09-2026 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

2002 120.00 EA _______________ _______________

Legionella Testing Retest IAW SOW 3.4 Contract Period: Base POP Begin: 02-10-2025 POP End: 02-09-2026 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

3001 880.00 EA _______________ _______________

Legionella Testing IAW SOW 3.2.1 Contract Period: Base POP Begin: 02-10-2026 POP End: 02-09-2027 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

3002 120.00 EA _______________ _______________

Legionella Testing Retest IAW SOW 3.4 Contract Period: Base POP Begin: 02-10-2026 POP End: 02-09-2027 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

4001 880.00 EA _______________ _______________

Legionella Testing IAW SOW 3.2.1 Contract Period: Base POP Begin: 02-10-2027 POP End: 02-09-2028 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

4002 120.00 EA _______________ _______________

Legionella Testing Retest IAW SOW 3.4 Contract Period: Base POP Begin: 02-10-2027 POP End: 02-09-2028 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: F103 - Environmental Systems Protection - Water Quality Support

GRAND TOTAL _______________

B.3 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY

DELIVERY

DATE

0001 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road Coatesville, PA 19320

USA

880.00 2/10/2023- 2/9/2024

0002 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road Coatesville, PA 19320

USA

120.00 2/10/2023- 2/9/2024

1001 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road Coatesville, PA 19320

USA

880.00 2/10/2024- 2/9/2025

1002 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road Coatesville, PA 19320

USA

120.00 2/10/2024- 2/9/2025

2001 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road Coatesville, PA 19320

USA

880.00 2/10/2025- 2/9/2026

2002 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road Coatesville, PA 19320

USA

120.00 2/10/2025- 2/9/2026

3001 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road Coatesville, PA 19320

USA

880.00 2/10/2026- 2/9/2027

3002 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road Coatesville, PA 19320

USA

120.00 2/10/2026- 2/9/2027

4001 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road Coatesville, PA 19320

USA

880.00 2/10/2027- 2/9/2028

4002 SHIP TO: VAMC Coatesville 1400 Blackhorse Hill Road

120.00 2/10/2027-

Coatesville, PA 19320

USA

2/9/2028

Statement of Work for:

Legionella Sampling, Analysis, and Reporting Service

Coatesville VA Medical Center

1.0 General Intent: Contractor shall furnish all certificates, services, materials, labor, supervision, management, management support, transportation, supplies, and equipment required to provide water sample collection and analysis of the Coatesville VAMC drinking water system for

Legionella Bacteria.

2.0 Objective: The purpose of this service contract is to be compliant with the following and they are all listed in the attachments in 7.0:

2.1 Lab certifications and conditions as detailed by the Center for Disease Control (CDC)

2.2 VA Directive 1061 on Legionella

2.3 VISN 4 guidance on sampling

3.0 Scope:

3.1 Testing

3.1.1 The Coatesville VAMC shall provide the contractor with information on the various sampling points that will be tested.

3.1.1.1 Some samples will be collected at random locations from areas occupied by overnight patients. These locations will be provided upon arrival on sampling day by the Government.

3.1.1.2 Ice machine water dispensing will always be sampled in addition to a variety of other areas including drinking fountains, sinks, and showers.

3.2.1 The contractor shall collect 20 samples (10 hot and 10 cold) quarterly in typically the following buildings: 1 (currently under construction), 4 (currently under construction), 6, 7, 8

(currently empty and being used as a COVID ward for an outbreak), 9, 10, 12, 17, 39, 59, 138, 138E (currently empty and being used as a COVID ward for an outbreak), and one sample from the cooling tower in building 17. However, those building numbers are subject to change due to renovations, patient movements, or government convenience.

3.2.1.1 10 hot/ 10 cold samples each from building #1 (currently under construction).

3.2.1.2 10 hot/ 10 cold samples each from building #4 (currently under construction).

3.2.1.3 10 hot/ 10 cold samples each from building #6 A/B

3.2.1.4 10 hot/ 10 cold samples each from building #7 A/B

3.2.1.5 10 hot/ 10 cold samples each from building #8 A//B (currently empty and being used as a COVID ward for an outbreak, but will still be tested)

3.2.1.6 10 hot/ 10 cold samples each from building #9A

3.2.1.7 10 hot/ 10 cold samples each from building #10

3.2.1.8 5 hot/5 cold samples from building #12

3.2.1.9 4 from BLDG 17 Chiller Plant (when operational)

3.2.1.10 10 hot/ 10 cold samples each from building #39 A/B

3.2.1.11 10 hot/ 10 cold samples each from building #59 A/B

3.2.1.12 10 hot/ 10 cold samples each from building #138 A/B

3.2.1.13 10 hot/ 10 cold samples each from building #138 East (currently empty and being used as a COVID ward for an outbreak, but will still be tested)

3.2 Testing Intervals

3.2.1 A total of one-hundred and ten (110) cold water samples and one-hundred and ten (110) hot water samples will be collected quarterly, for the regular buildings. 234 total samples including the Chiller Plant (4 samples) and the Fire House (10 Samples) which are not temperature specific.

3.2.1.1 For routine quarterly Legionella 11731 ISO spread plate test method shall be used to identify Legionella pneumophila and non-pneumophila species (by L. pneumophila serogroup 1, 2-14 and non-pneumophila species).

3.2.1.1 Contractor to provide the following analysis for each sample at the time of collection

(in addition to legionella):

3.2.1.1.1 Temperature

3.2.1.1.2 Residual biocide (chlorine)

3.2.1.1.3 pH

3.3 Testing Requirements

3.3.1 Contractor shall provide 250 liter plastic bottles for sampling.

3.3.2 Samples will be analyzed immediately for temperature and within acceptable timeline guidelines for chlorine residual and pH.

3.3.3 Cold sampling shall be conducted before the hot samples are taken for each location/testing area.

3.4 Retesting

3.4.1 For site retests (positive Legionella test results), Legionella and Total Heterotrophic

Aerobic Bacteria (THAB) Polymerase Chain Reaction (PCR) test kits that do not require the shipment of water to the lab shall be used (sample holding time can result in significant variation in test results) in addition to the 11731 ISO spread plate method.

3.4.1.1 Polymerase Chain Reaction (PCR) culture test method for Legionella pneumophila and non-pneumophila species (by L. pneumophila serogroup 1, 2-14 and non-pneumophila species)

3.4.1.2 PCR test method for Total Heterotrophic Aerobic Bacteria

3.4.1.3 Legionella 11731 ISO spread plate method for Legionella pneumophila and non-pneumophila species (by L. pneumophila serogroup 1, 2-14 and non-pneumophila species)

3.4.5 Not to exceed 30 retest samples per quarter using both the PCR analytical method and

11731 ISO method.

3.5 Reporting

3.5.1 Chain of Custody Requirements See reporting requirement 3.5.2

3.5.2 Reporting Requirements

3.5.2.1 The contractor will use the VA standardized reporting format that is formatted with and that can be easily downloaded into the VA Water Tool developed by CEOSH.

3.5.2.1.1 See attached for the reporting spreadsheet under paragraph 7.0

3.5.2.2 The report will list out all samples, locations, fixture type and results for temperature, chlorine residuals, pH and legionella results to be used by the VA to keep track of quarterly samples.

3.5.2.3 The contractor’s investigation and final report preparation shall be under the direction of an authorized representative of the laboratory that is well versed in sample collection and analysis of water samples for legionella bacteria.

3.5.2.4 The Contractor shall provide the written report within 30 days of sampling to the

Coatesville VAMC COR, GEMS Program Manager. If the report is going to take longer than the 30 days an extension may be provided in writing by the COR or the CO.

3.5.2.5 A copy of CDC Elite and EMLAP Certificate shall be attached to each report.

3.5.2.6 The contractor will prepare a written report of its findings with recommendations for corrective action, if applicable, after all test results are collated, analyzed and summarized.

3.5.2.7 Reports shall contain all the information found in the attached documents referenced paragraph 7.0.

3.6 Quality Control

3.6.1 The contractor shall have a Quality Control Program to ensure the requirements of this contract are provided as specified to include

3.6.1.1 A procedure for sample collection and storage of samples prior to analysis to preserve the integrity of the sample in accordance with CDC sampling protocol.

4.0 Emergency Services and other tests

4.1 Emergency Services for retesting will be covered in CLIN 0002, 1002, 2002, 3002, and 4002.

4.2 In the event there is a need for quarterly retesting, pricing will be used as found on the CLINS identified in 4.1 above and include a per sample charge and charge to collect and analyze the samples and prepare the report based upon using the sampling and time zero analytical method referenced in

3.4 above.

4.2.1 Retest samples will not exceed 30 for any given quarter.

4.3 Prior to engaging in service under this paragraph the contractor shall obtain written approval from the CO (funds are not available on task order) or the Government POC/COR (funds are available task order). Email is an acceptable form of written approval. Any work performed without CO or

COR/Government POC approval shall not be approved for payment and considered and Unauthorized

Commitment. Testing shall be conducted IAW with rates found in the subject CLIN unless further discounts are applied.

5.0 Qualifications

5.1 Shall be certified by the Centers for Disease Control and Prevention (CDC) Environmental

Legionella Isolation Techniques Evaluation (ELITE) program.

5.2 Shall be able to determine if the Legionella detected in environmental samples is the species

Legionella pneumophila serogroup 1 and 2-14

5.3 Shall be currently certified and enrolled in the Environmental Microbiology Laboratory

Accreditation Program (EMLAP).

5.4 Shall be capable of concentrating water samples prior to plating the samples on selective media to increase the sensitivity of the assay.

5.5 Personnel who come to the facility and physically collect the sample shall be trained by the company and have 334 certifications from the state …

5.6 In addition, the contractor shall provide evidence of qualification when requested by the CO/COR to perform the requested services.

6.0 Other General information

6.1 Hours of Operation

6.1.1 Normal hours of work shall be Monday through Friday (excluding National Holidays), 0800 a.m. to 4:00 p.m. (0800-1600) unless other arrangements are made in advance with the COR.

6.2 Coordination

6.2.1 All site visits, inspections and testing shall be coordinated with the COR.

6.2.2 Consultation to the Coatesville VAMC on potential sources of contamination if sample results come back positive. All positive samples must be further identified as to the specific bacteria type and serogroup. Any positives as being pneumophila serogroup 1 and 2-14.

6.3 Place of Performance

6.3.11400 Blackhorse Hill Road, Coatesville, PA 19320

6.4 Reserved

6.5 Security

6.5.1 All of the contractor’s personnel assigned to the performance of this contract are to wear a name badge to clearly identify company name and employee name, including a photograph of the employee.

6.5.2 Any contractor on VA grounds will check-in at the information desk and receive a

“CONTRACTOR” badge/sticker prior to starting work.

6.6 Contractor/Government Furnished Equipment, Materials, and Information:

6.6.1 Contractor shall, at no additional cost to the Government, provide and maintain licenses, permits, vehicles, operators, equipment, and materials to properly handle, package, label, transport, and analyze water samples from the Coatesville VAMC.

6.6.2 Contractor is responsible for maintaining liability insurance for the duration of the contract.

6.6.3 The government will provide access for the Contractor to collect water samples.

6.7 Safety

6.7.1 Contractor will honestly disclose any COVID related symptoms and will immediately be turned away if they have any symptoms. COVID screening will occur at the screening area immediately upon entrance to campus.

6.7.2 Contractor will wear a face covering at all times while on campus.

6.7.2.1 Surgical masks, N-95 masks, and cloth masks which cover the nose and mouth are all acceptable masks.

6.7.2.2 Refusal to wear a mask will be grounds for removal from campus.

6.7.2.3 Face shields and/or goggles are encouraged but not required.

6.7.3 Some of these locations could possibly house COVID positive patients or patients who are being monitored for COVID.

6.7.3.1 The contractor will be given proper PPE: gown, gloves, face shield, and surgical mask.

6.7.3.2 The contractor is expected to sample in every occupied building regardless of its

COVID status.

6.7.3.3 Coatesville VAMC will provide an escort on any COVID positive floors in order to make sure that all COVID precautions are performed by the contractor, the patients, and

Coatesville VAMC staff.

6.7.3.4 Sometimes the COVID status of a floor changes before prior notification can be given to the contractor. However, prior notification will be given if the floor is under precautions the day prior to testing.

7.0 Attachments

7.1 Building Samples Spreadsheet Template

7.2 Chiller Samples Spreadsheet Template

7.3 Tower Samples Spreadsheet Template

8.0 Task Orders

8.1 All work performed under this contract shall only be performed by the contractor via Government issued task orders award against the base contract.

8.2 The Task Order will include the line items, quantities and associated pricing. All pricing shall be determined directly from the base contract Pricing Schedule.

8.3 The guaranteed minimum for this contract is $5000.00

8.4 The Task Order will include the location of the work, and an effective start and ending dates for the period of performance.

8.5 Invoices will be paid upon satisfactory completion of all project-specific tasks, requirements, and acceptance. Individual purchase order numbers will be issued on each task order for invoicing purposes.

VHA Supplemental Contract Requirements for Combatting COVID-19

1. Contractor employees who work in or travel to VHA locations must comply with the following:

a. Documentation requirements:

1) If fully vaccinated, contractors shall show proof of vaccination.

i. NOTE: Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination

Record Card (CDC Form MLS-319813_r, published on September 3, 2020), or a copy of medical records documenting the vaccination.

2) If unvaccinated, contractors shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the Food and Drug

Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the-counter test that includes an affiliated telehealth service.

3) Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by Contracting Officer Representatives (CORs) or other hospital personnel.

4) Documentation will not be collected by the VA; contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

2. Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the COVID-19 Screening Tool. Check regularly for updates.

a. Contractor employees who work away from VA locations, but who will have direct contact with VA patients shall self-screen utilizing the COVID-19 Screening Tool, in advance, each day that they will have direct patient contact and in accordance with their person or persons who coordinate COVID-19 workplace safety efforts at covered contractor workplaces. Contractors shall, at all times, adhere to and ensure compliance with federal laws designed to protect contractor employee health information and personally identifiable information.

3. Contractor must immediately notify their COR or Contracting Officer if contract performance is jeopardized due to contractor employees being denied entry into VA Facilities.

4. For indefinite delivery contracts: Contractor agrees to comply with VHA Supplemental Contract

Requirements for any task or delivery orders issued prior to this modification when performance has already commenced.

https://www.va.gov/covid19screen/ https://www.va.gov/covid19screen/

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

Government must exercise its post-acceptance rights—

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

and

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims

Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the

Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the

Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt

Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-

5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the

Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the

Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The

Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the

Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

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

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

41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with

Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service

(TOS), or similar legal instrument or agreement, that includes any clause requiring the

Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

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

(End of Clause)

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

PRODUCTS AND COMMERCIAL SERVICES

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

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

C.2 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

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

JUN 2020

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

NOV 2021

C.3 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS (JUN 2020)

(a) Definitions. As used in this clause:

“Executive” means officers, managing partners, or any other employees in management positions.

“First-tier subcontract” means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs.

“Month of award” means the month in which a contract is signed by the Contracting Officer or the month in which a first-tier subcontract is signed by the Contractor.

“Total compensation” means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

(1) Salary and bonus.

(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification

(FASB ASC) 718, Compensation-Stock Compensation.

(3) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.

(4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

(5) Above-market earnings on deferred compensation which is not tax-qualified.

(6) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

(b) Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub.

L. 109–282), as amended by section 6202 of the Government Funding Transparency Act of

2008 (Pub. L. 110–252), requires the Contractor to report information on subcontract awards.

The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public.

(c) Nothing in this clause requires the disclosure of classified information.

(d)(1) Executive compensation of the prime contractor. As a part of its annual registration requirement in the System for Award Management (SAM) (Federal Acquisition Regulation

(FAR) provision 52.204–7), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for its preceding completed fiscal year, if—

(i) In the Contractor’s preceding fiscal year, the Contractor received—

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of

Federal financial assistance; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of

Federal financial assistance; and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange

Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986.

(To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.).

(2) First-tier subcontract information. Unless otherwise directed by the Contracting Officer, or as provided in paragraph (g) of this clause, by the end of the month following the month of award of a first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, the Contractor shall report the following information at http://www.fsrs.gov for that first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to report the data.)

http://www.sec.gov/answers/execomp.htm http://www.fsrs.gov/

(i) Unique entity identifier for the subcontractor receiving the award and for the subcontractor’s parent company, if the subcontractor has a parent company.

(ii) Name of the subcontractor.

(iii) Amount of the subcontract award.

(iv) Date of the subcontract award.

(v) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract.

(vi) Subcontract number (the subcontract number assigned by the Contractor).

(vii) Subcontractor’s physical address including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(viii) Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(ix) The prime contract number, and order number if applicable.

(x) Awarding agency name and code.

(xi) Funding agency name and code.

(xii) Government contracting office code.

(xiii) Treasury account symbol (TAS) as reported in FPDS.

(xiv) The applicable North American Industry Classification System code (NAICS).

(3) Executive compensation of the first-tier subcontractor. Unless otherwise directed by the

Contracting Officer, by the end of the month following the month of award of a first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, and annually thereafter (calculated from the prime contract award date), the

Contractor shall report the names and total compensation of each of the five most highly compensated executives for that first-tier subcontractor for the first-tier subcontractor’s preceding completed fiscal year at http://www.fsrs.gov, if—

(i) In the subcontractor’s preceding fiscal year, the subcontractor received—

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of

Federal financial assistance; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of

Federal financial assistance; and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange

Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986.

(To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(e) The Contractor shall not split or break down first-tier subcontract awards to a value below the threshold specified in FAR 4.1403(a), on the date of subcontract award, to avoid the reporting requirements in paragraph (d) of this clause.

(f) The Contractor is required to report information on a first-tier subcontract covered by paragraph (d) when the subcontract is awarded. Continued reporting on the same subcontract is not required unless one of the reported data elements changes during the performance of the subcontract. The Contractor is not required to make further reports after the first-tier subcontract expires.

(g)(1) If the Contractor in the previous tax year had gross income, from all sources, under

$300,000, the Contractor is exempt from the requirement to report subcontractor awards.

(2) If a subcontractor in the previous tax year had gross income from all sources under

$300,000, the Contractor does not need to report awards for that subcontractor.

(h) The FSRS database at http://www.fsrs.gov will be prepopulated with some information from

SAM and the FPDS database. If FPDS information is incorrect, the contractor should notify the contracting officer. If the SAM information is incorrect, the contractor is responsible for correcting this information.

(End of Clause)

C.4 52.216-18 ORDERING (AUG 2020)

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

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

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

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the

Government deposits the order in the mail;

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

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or http://www.sec.gov/answers/execomp.htm

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

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

(End of Clause)

C.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 5000, 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 TBD;

(2) Any order for a combination of items in excess of TBD; or

(3) A series of orders from the same ordering office within 1 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 5 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 52.216-22 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…