36C24424Q0601_1.docx

36C24424Q0601

GENERAL INFORMATION

Network Contracting Office 4 Regional Procurement Office East 1010 Delafield Rd

POINT OF CONTACT*

Contract Specialist Lakeisiha Davenport Lakeisiha.Davenport@va.gov 412-822-3777

PLACE OF PERFORMANCE

Pittsburgh VAMC

University Drive C

Pittsburgh PA

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS

General Information

Contracting Office Address 1010 Delafield Road, Pittsburgh, PA 15215

Description This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6 in conjunction with Part 13 of Federal Acquisition Regulation (FAR), as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued. This Solicitation is issued as a Request for Quote (RFQ), and the solicitation number is 36C24424Q0601.

This notice incorporates provisions and clauses in effect through Federal Acquisition Circular (FAC) 2024-03 effective 23 February 2024, and the Veterans Affairs Acquisition Regulations (VAAR). The complete text of any of the clauses and provisions may be accessed in full text at FAR | Acquisition.GOV.

This Solicitation is being competed as a SDVOSB Set-Aside. The NAICS Code is 541380 Testing Laboratories and Services and the Product Service Code (PSC) is J046 - Maintenance, Repair, and Rebuilding of Equipment – Water Purification and Sewage Treatment Equipment and the business size standard is $19 million.

The Pittsburgh Contracting Office is seeking a Critical Water and Utility Testing contract, for the Pittsburgh VAMC.

The terms and conditions and Statement of Work (SOW) are included in Attachment 1.

The Cost Price Schedule is included in Attachment 2.

AMMI Standards is included in Attachment 3.

Service Contract Act Wage Determinations applies to this acquisition and is provided in Attachment 4.

Complete instructions for submitting a response to this solicitation are found in 52.212-1 Addendum -Instructions to Offerors. All offerors are advised to pay careful attention to the quote submission instructions as there are very specific instructions as what is required to be provided.

Lowest Price Technically Acceptable will be the evaluation method used for this requirement.

The guaranteed minimum for this contract is $5000.00

The period of performance (POP) is ESTIMATED to begin May 2024 – May 2029.

The Government intends to award a Five-Year IDIQ contract based on LPTA in response to this solicitation. Any award resulting from this solicitation will be issued on a Standard Form 1449.

NOTE: To receive an award resulting from this solicitation, offerors MUST be registered in the System for Award Management (SAM) database. Registration may be done online at: www.acquisition.gov or www.sam.gov.

Contractors are advised that any and all questions concerning this solicitation must be sent in writing to the Contracting Office via email to Lakeisiha.Davenport@va.gov. No questions will be answered after May 9, 2024 @10:00am EST. Any questions relating to previous (or current) award information shall be directed to the appropriate FOIA office.

Quote Submission Instructions:

A. Failure to follow the instructions below may result in elimination from award consideration or a non-responsive determination.

1) Quotes shall be submitted through via email.

2) All quotes shall include one (1) separate electronic copy of each of the Section listed below. Attachments shall include separated documents and titled similar to the below:

a) Section I

b) Section II

c) Section III Any additional attachments, in addition to the above, will be identified below. The vendors are able to separate the Sections into additional parts (Section I - Part A, Section I Part B, etc.) if they find their attachments are too large.

3) No price information shall be included in the technical section. If pricing information is found in the technical section, the quote may automatically be considered non-responsive and not evaluated.

A. Section I Administrative/Regulatory Page limit: None. Please be advised that this Section is not sent for technical evaluation.

1) Completed certifications and representations located at FAR 52.212-3, or an indication that said certifications and representations are current and located in the SAM database. Signed acknowledgements of amendments (SF30). Applicable only if any amendments are issued against this solicitation. If exception to 52.222-41 applies in accordance with 52.204-8(c)(2)(v) or 52.212-3(k)(1) or 52.204-8(c)(2)(vi) or 52.212-3(k)(2) response shall include the certification as to which exception is applicable and why.

2) Vendors are advised that the requirements of 13 CFR § 125.6 are applicable to this solicitation and shall respond accordingly. The vendor shall include a breakdown regarding what tasks the prime will perform and what tasks the subcontractors will perform. The response shall also provide the subcontractor’s business name and SAM/DUNS. If the offeror does not plan to use subcontractors, they need to respond accordingly. Failure to provide the requested information regarding 13 CFR 125.6 may result in a non-responsive determination.

3) Completed Certificate of Compliance for Services and Construction 852.219-75 shall be submitted. Failure to complete, sign and submit this certification will automatically result in a non-responsive determination and no further consideration for award.

4) In accordance with FAR 4.1102 and FAR 52.204-7 (b)(1) offerors must be registered in the System for Award Management (SAM) database at time of quote submission and at time of award. Registration may be done online at: www.acquisition.gov or www.sam.gov.

C. Section II Technical Please Note this section is not sent for Technical Evaluation. Page limit: 5 pages including any coversheets and table of contents. Exclusions to the page count are noted below.

1) Vendors shall provide a narrative which fully demonstrates how the offeror intends to meet the requirements of the Statement of Work (SOW). The following should also be submitted/addressed:

a) Detailed explanation as to how the laboratory meets the qualifications of SOW Certifications shall be submitted. (Certifications are not included in the page count and shall be included as a separate documented labeled “Section II Certifications”)

b) Detailed explanation of the contractor’s employees qualifications as described in SOW Section 3.3.1.

c) Sample Testing Report (not included in the page count and shall be included as a separate document labeled “Section II Testing Report Sample”)

d) Sample Chain of Custody Document (not included in the page count and shall be included as a separate document labeled “Section II Chain of Custody Sample”) e). A statement certifying that all employees and laboratories used will, for the life of the resultant contract, hold the same or better qualifications and certifications than those proposed in their technical quote.

D. Section III Price. Please note, this section is not sent to the technical evaluators. Failure to follow these instructors may result in a non-responsive determination. Vendors shall include:

1) Completed (Pricing Sheet).

a) Please only input unit prices and verify calculations on pricing schedule.

b) It is not permissible for offerors to use offeror created CLINs or SUBCLINs.

II. 52.212-2 - Evaluation of Quotations Offers IAW FAR 13.106-2

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

Combined Synopsis/Solicitation Notice

SERVICE CONTRACT SCOPE OF WORK

Sterile Processing Service AAMI ST108 Water Testing Requirement VA Pittsburgh Healthcare System University Drive C Pittsburgh, PA 15240

1.0 General

This scope of work is to request a non-personal services contract to provide water testing in the Sterile Processing Services areas (SPS) at the VA Pittsburgh Healthcare System (VAPHS). This is a non-personal services contract to provide water testing in the Sterile Processing Services (SPS) Decontamination Room required for our facility to be compliant with VA Regulations Association and the AAMI ST108 Standards. The tests will be performed monthly. The tests will be performed in accordance with this Scope of Work.

This service contract will be issued as a Five-Year Indefinite Delivery, Indefinite Quantity Contract IDIQ contract.

1.1 The Contractor shall provide all personnel, equipment, materials, facilities, transportation, tools, and supervision to perform these services for the "SPS Water Testing” Service Contract.

2.0 Objective

The purpose of this service contract is to be compliant with the following:

1. Association for the Advancement of Medical Instrumentation (AAMI ST108).

2. Memorandum 2020-08-28 Required critical water systems for testing and report for Sterile Processing Services (SPS)

3. American National Standard Institute ANSI/AAMI ST 79_2017 & 2020

2.1 VA Pittsburgh Healthcare System - Sterile Processing Service is requesting to enter into a contract to fulfill the critical monthly water testing requirements needed to ensure water used on reusable medical devices used on patients do not fall within negative levels to avoid the occurrences of patient safety issues per the Association for the Advancement of Medical Instrumentation (AAMI ST108).

2.2 This testing is done to ensure critical water is safe for use when reprocessing surgical instruments/ ophthalmology instruments (reusable medical devices.) without safe critical water- sterile processing is non-compliant. This testing is required monthly. The inability to test this monthly will impeding patient safety for numerous area in Sterile Processing Services.

3.0 Scope

3.1 Testing shall be conducted:

a. ST108 Compliance Testing – CRITICAL & UTILITY WATER TESTING All testing shall include sample collection and transport.

b. Pricing is inclusive of all materials.

1. CRITICAL WATER TESTING Monthly shall consist of (3 monthly sample points) Water testing for 3 points at the VA Pittsburgh Healthcare System (VAPHS) at the University Drive campus; Bldg. 1 - AA117 as well as any additional Points and areas for new SPS equipment during the contract period at VAPHS locations referenced in 3.2.1 & 3.2.4 for the following items:

1. Alkalinity

2. Chlorides

3. Conductivity

4. Hardness

5. HPC (bacteria)

6. pH

7. Total Organic Carbon

8. LAL/Endotoxins

2. Quarterly Utility Water Testing is required to be conducted for 15 points, all located at the VA Pittsburgh Healthcare System (VAPHS) at the University Drive campus; Bldg. 1 as well as any additional Points and areas for new SPS equipment during the contract period at VAPHS locations referenced in 3.2.5 & 3.2.8 for the following items:

1. Alkalinity

2. Chlorides

3. Conductivity

4. Hardness

5. HPC (bacteria)

6. pH

7. Total Organic Carbon

8. LAL/Endotoxins

UTILITY WATER TESTING (Quarterly Testing) shall be conducted at least 75 days from previous quarterly testing and will coincide with the monthly testing.

3. Quarterly Testing for Ionic Testing is required to be conducted at VAPHS all 18 points in SPS locations referenced in 3.2.9 & 3.2.12 for the following items:

a. ST108 Ionic Contaminants to include:

1. Aluminum

2. Copper

3. Iron

4. Manganese

5. Nitrate

6. Phosphate

7. Sulfate

8. Silicate

9. Zinc

Quarterly Ionic Testing shall be conducted at least 75 days from previous quarterly testing and will coincide with the monthly testing.

Testing areas shall include the points mentioned in section 3.2.9 & 3.2.12 as well as any additional points and areas where new SPS equipment is installed during the contract period at VAPHS locations - UD Bldg. 1.

4. On Demand Retesting

a. Heterotrophic Plate Count (HPCs) & Endotoxins

1. After system modifications

2. After repeat positives for bacteria.

3. After Installation of New Equipment

4. As requested by designated program representative

5. Timeframe should follow the referenced guidelines listed in the 3.0 Scope and specifically in sections 3.3.5 through 3.4.3 of this contract

a. In the event that retesting is required, the contractor must be available to draw samples and begin retesting within 48 hours of notification or on the next testing day as described in this SOW.

b. Retesting is at the discretion of the designated program official and will be based on accurate findings at the same rate as the initial test.

c. If the retesting is on one of the Medivators the samples will then be drawn from 2 bowls inside the machine.

Sterile Processing Services staff shall cycle Medivators per IFU for collection and collect samples from within bowls. Retesting will not be conducted on Saturdays, Sundays, or Holidays

5. Testing requirements (reference this SOW, AAMI TIR)

a. Ensure all points are flushed/ running for sixty (60) seconds prior to sample collecting into the container.

b. Container requirements shall follow all required standards.

1. Sterile, endotoxin-free container.

2. Shall not be made of polypropylene.

3. Shall follow transport and temperature requirements per this SOW.

6. Reporting Chain of Custody (COC) Requirements

a. The form will be a paper or electronic document and shall have actual wet signatures or digital if electronic for transfer.

b. The form shall have the date and time of all transfers.

c. The form shall include temperature of the samples requiring temperature control at the point of sampling and each transfer.

d. Note time sensitive samples from sample collection to plating must follow all standards in this SOW.

e. Report form shall have column titles at the top of each column that identify standards for low to high limits.

f. If the document is paper, it can be given to the POCs listed in section 5.0.

g. If the document is electronic, the COC document can be sent via email to the government POCs referenced in section 5.0 of this contract.

7. Reporting requirements

a. At the time of sampling, the contractor shall provide the following:

1. Name of person collecting the sample

2. Date & time

3. Identification of the samples listed in SOW details in entire Scope section 3.0

4. Date of analysis

5. Laboratory and person responsible for performing the analysis.

6. Analytical technique/method used.

7. Results of analysis

8. Temperature of sample

9. Building number, room number, room name

3.2 Testing shall be collected and conducted at VA Pittsburgh Healthcare System – Sterile Processing Service in Sample Testing Points 3 in the following locations:

3.2.1 Area #1 - CRITICAL WATER TESTING Monthly is required in the SPS Proper area of the hospital on the ground floor. AAMI TIR SPS results are given monthly reports at the Water Safety Meeting. Areas to be tested are listed in the chart below.

3.2.2 Testing frequency shall consist of 3 points mentioned above as well as any additional points and areas for new SPS equipment acquired during the contract period at VAPHS locations UD Bldg. 1 Points and locations listed in sections 3.2 – 3.2.4.

3.2.3 MONTHLY Sample Collection/Travel (required once per month) of the current 3 sample points. Testing areas shall include: any additional Points and areas for new SPS equipment during the contract period at VAPHS locations UD Bldg. 1.

3.2.4 Monthly testing shall consist of the following parameters Alkalinity, Chlorides, Conductivity, Hardness, HPC (bacteria), pH, TOC (Total Organic Carbon), and LAL/Endotoxins.

3.2.5 Area #2 - Quarterly Utility Water Testing which is a separate testing for areas as listed below. AAMI ST108 results are reported via a recurring action item at the VISN level for areas where High-level disinfection is performed on endoscopes in the following locations:

3.2.6 Testing areas shall include the 18 points mentioned in section 3.2.5 as well as any additional points and areas where new SPS equipment is installed during the contract period at VAPHS locations - UD Bldg. 1.

3.2.7 Conducted at least 75 days from previous quarterly testing and will coincide with the monthly testing requirement included in the 3.0 entire Scope of this agreement.

3.2.8 Testing shall consist of the following parameters Alkalinity, Chlorides, Conductivity, Hardness, HPC (bacteria), pH, TOC (Total Organic Carbon), and LAL/Endotoxins.

3.2.9 Quarterly Ionic Testing is a separate testing for 18 points as listed below. AAMI ST108 ASU results are reported via a recurring action item at the VISN level for areas where the reprocessing of reusable medical devices occur.

Quarterly Testing for Ionic Testing

3.2.10 Conducted at least 75 days from previous quarterly testing and will coincide with the monthly testing requirement included in the 3.0 entire Scope of this agreement.

3.2.11 ST108 Ionic Contaminants Testing shall consist of the following parameters: (Aluminum, Copper, Iron, Manganese, Nitrate, Phosphate, Sulfate, Silicate, Zinc)

3.2.12 Testing areas shall include the 18 points mentioned in section 3.2 as well as any additional points and areas where new SPS equipment is installed during the contract period at VAPHS locations - UD Bldg. 1.3.

3.3.0 The contractor shall supply all equipment to complete testing. Equipment may include but is not limited to the following:

1. Hach DR1900 and DR3900 Spectrophotometers

2. YSI Multi Lab 4010-W3

3. reactor/heat block, autoclave

4. pH meter

5. TDS meter

6. Colorimeter

7. Shaker

8. incubator

9. pipettors

10. ICP/MS for low lever metals (yearly).

3.3.1 Vendor shall coordinate and provide a certified analyst to come to VA Pittsburgh Healthcare System onsite. Vendor qualifications shall include EPA, CDC and ISO (17025) certifications primarily for water testing. Vendor quality assurance plan for services must include the ability to perform quality control procedures on reagents and supplies (for sterility and product efficacy), document equipment performance and maintain equipment to manufacturer recommendations.

Vendor analysts and contractors must be trained in best practices of sample collection and preservation and must be able to perform on-site testing when necessary (such as for pH which must be analyzed at the time of collection.)

3.3.2 Pre-scheduled sample collections shall occur monthly prior to the last business day of every month. Samples must be collected during normal business hours between 8:00am-3:30pm, Monday thru Friday excluding Federal Holidays.

Vendor laboratory proximity to VA Pittsburgh Healthcare hospital must allow for prompt collection of the samples and return to lab for immediate analysis. Although some of the required tests do allow for a hold time (time between collection and analysis) of 24 hours or longer, it is preferable to minimize this time in accordance with best practices.

3.3.5 Samples collected are transported back to vendor laboratories and the bacterial analysis is started immediately as that is the most time sensitive and requires 72 hours of incubation. Afterwards, vendor will process the samples for the other parameters after calibrating the necessary equipment as required by the standard methods.

3.3.6 VA Pittsburgh requires results returned within 4 days following sample collection including weekends. Results are required to be reported via email to the VA Pittsburgh Chief Sterile Processing Service within 72-96 hours (4 days)

3.3.7 Frequency of the service provided by vendor will be monthly as early as the 15th of every month and no later than the last business day of every month; to be coordinated by the SPS Chief and the collecting vendor analyst and shall not impact workflow (or minimize the departmental interruption as much as possible).

4.0 Period of Performance

VA Pittsburgh Healthcare System Sterile Processing Service needs to have this contract in place to commence water testing required monthly. Estimated POP May 2024.

5.0 Delivery Location

Results of the testing are via email to SPS Chief, VA Pittsburgh Healthcare System.

6.0 Security Requirements

· Have VA approved form of identifications to include a driver’s license or photo ID; Symplr badge and/or Government PIV Contractor Identification card as it applies.

· Will need to wear a mask while on the premises and be screened on the way in each day.

· Contractor Personnel Security Requirements

· Contractor may not have access to the VA network or any VA sensitive information under this contract.

· Contractor owned computer equipment including laptops are not permitted to be connected to the VA network. Any removable storage device used in medical equipment must be scanned by Biomed or OIT.

1. DESIGNATED PROGRAM REPRESENTATIVEA compliant ID badge must be worn by Contractors at all times while on VA premises mention in 7.0 #1.

2. Contractor may not have access to the VA network or any VA sensitive information under this contract.

3. All Contractors must receive Privacy training annually using one of the following methods:

· Complete “VA Privacy Training for Personnel without Access to VA Computer Systems or Direct Access to or Use to VA Sensitive Information” training by using VA’s TMS system (https://www.tms.va.gov/SecureAuth35/).

· Contractors may use the TMS Managed Self Enrollment method to complete the training in TMS. The DESIGNATED PROGRAM REPRESENTATIVE must ensure that all contractors are validated in the PIH domain.

· Complete the hard copy version of “VA Privacy Training for Personnel without Access to VA Computer Systems or Direct Access to or Use to VA Sensitive Information”.

· Signed training documents must be submitted to the DESIGNATED PROGRAM REPRESENTATIVE.

· Training must be completed prior to the performance of the contract and annually thereafter.

· Proof of training completion must be verified and tracked by the DESIGNATED PROGRAM REPRESENTATIVE.

7.0 Records Management Language

1. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

2. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

3. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

4. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

5. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

6. The Government Agency owns the rights to all data/records produced as part of this contract.

7. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

8. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

9. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

10. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

8.0 SYMPLR Requirement for On-Site Appointments

Vendor access to the VA Pittsburgh Healthcare System and sister locations are by appointment only and requires credentialing through our vendor credentialing partner Symplr.

Symplr is a cost to each vendor, vendor representative or vendor contractor requiring entry to:

VA Pittsburgh Healthcare System, University Drive C. Pittsburgh PA 15240

Each person entering campuses must obtain the required credentialing as advertised on the Symplr site. The link to the Symplr site is as follows: https://www.symplr.com

Vendor, vendor representatives or vendor contractors must login to the Symplr site:

1. Create an account on the Symplr Site

1. Select the plan pertaining to the contract requirements for the on-site visit at:

VA Pittsburgh Healthcare System, University Drive C. Pittsburgh PA 15240

1. Each person, vendor, vendor representative, vendor contractor must pay for plan to begin the required credentialing on Symplr.

1. Vendor, contractors, or vendor representatives must be in a green light status on Symplr to be permitted to proceed with on-site appointments. In the event a vendor is red lighted, a replacement vendor must be substituted and in a green light status or the appointment will be cancelled.

1. All vendors are required to check in at the Symplr kiosk using their smart phone (University Drive) or desktop check-in with Symplr login (Heinz) and obtain a day badge which will include date, time, and location of approved appointment. Company badge with photo ID is also always required to be worn while onsite.

1. Vendors are only permitted to visit the location identified on their badge and must exit the facility promptly, checking out via their smart phone once appointment has ended.

Plan Costs to Vendor is as advertised on the Symplr Website for options listed below starting at $299 but may increase based on Symplr:

1. Clinical Vendors (entering patient care areas/direct patient involvement)

1. Service (Non-Clinical) Vendors

All vendors are required to check in at the Symplr kiosk using their smart phone (University Drive) or desktop check-in with Symplr login (Heinz) and obtain a day badge which will include date, time, and location of approved appointment. Company badge with photo ID is also always required to be worn while onsite. Vendors are only permitted to visit the location identified on their badge and must exit the facility promptly, checking out via their smart phone once appointment has ended.

9.0 INFLUENZA VACCINATION: VHA Directive 1192 requires all health care personnel (HCP) to participate in the seasonal influenza prevention program and outlines the key implementation steps. Health care personnel is defined in VHA Directive 1192 as all VA licensed and unlicensed, clinical, and administrative, paid, and unpaid, full- and part-time employees, intermittent employees, fee basis employees, VA contractors, students, researchers, volunteers, and trainees who work in VHA locations. HCP covered by the policy are expected to receive annual influenza vaccination. This requirement is extended to all Contractor personnel with potential to come into minimal contact (passing in the corridor) with any patients, visitors, or staff members at VAPHS.

1. Those individuals unable or unwilling to be vaccinated are required to wear a face mask throughout the influenza season. Masks are available at entrances throughout the medical center.

1. It is the responsibility of the contractor to ensure that all contract staff is compliant with the requirements outlined in VHA Directive 1192. The contractor shall maintain the following documentation:

1. Documentation of vaccination, e.g., signed record of immunization from a health care provider or pharmacy, or a copy of medical records documenting the vaccination.

1. Completed Health Care Personnel Influenza Vaccination Form (Attachment B of VHA Directive 1192) if unwilling or unable to receive the vaccine.

1. The contractor is required to submit annual certification in the form of a memorandum to the Designated Program Representative that all contract staff performing services at VA facilities are in compliance with VHA Directive 1192.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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; 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…