36C24524Q0128_1.docx

36C24524Q0128

GENERAL INFORMATION

SET-ASIDE

Louis A Johnson, VAMC Contracting Office (90C) 1 Med Center DR Clarksburg WV 26301-4199

POINT OF CONTACT*

Contracting Officer Timothy Russell timothy.russell@va.gov

304.623.3461 Ext. 3895

PLACE OF PERFORMANCE

50 Irving Street NW

Washington DC

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

FBO Description Veterans Health Administration, Network Contracting Office 5, is issuing Request for Quotes (RFQ) for a three year Requirements contract in which 12 month Task Orders will be issued yearly at contracted rates (see Price Schedule), from vendors that have the resources and capabilities to provide on-site maintenance, and water testing in line with AAMI ST108 water systems at the Washington DC VA Medical Center, 50 Irving St NW, Washington, DC 20422, in accordance with Performance Work Statement incorporated.

Site Visit will be available Friday (12/6) from 10-12:30pm. POC for Site Visit is Marisa Flores, Marisa.Flores3@va.gov Combined Synopsis/Solicitation Notice

Combined Synopsis/Solicitation Notice Description of Work: The Contractor shall provide an on-site maintenance, testing, and repair services necessary to maintain the DI water treatment system suppling DI water to the sterile processing department and equipment in a first-class operating condition and within the standards set by AAMI ST108. Contractor personnel will check in and out with the Sterile Processing Supervisor and the Bio-Med Supervisor. Services shall be funded through task orders according to a mutually agreed upon price list. Hours of operation for the Washington DC SPS department are from 6:00 a.m. to 11:00 p.m. Monday through Friday excluding holidays, services may be required outside of normal working hours or on weekends to avoid interruptions to Sterile Processing operations.

Combined Synopsis/Solicitation Notice

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3.

AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF

SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF

REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTA

CHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNAT

URE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C24524Q0128 12-06-2023 Timothy Russell

304.623.3461 Ext.389

12-13-2023 16:00

EST

Department of Veterans Affairs Louis A Johnson, VAMC Contracting Office (90C) 1 Med Center DR Clarksburg WV 26301-4199 X 541690 $19 Million N/A X DC VA Medical Center 50 Irving Street NW Washington DC 20422 Department of Veterans Affairs Louis A Johnson, VAMC Contracting Office (90C) 1 Med Center DR Clarksburg WV 26301-4199

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 See CONTINUATION Page Veterans Health Administration, Network Contracting Office 5 is issuing Request for Quotes (RFQ) for a three year Requirements contract in which 12-month Task Orders will be issued yearly at contracted rates (see Price Schedule), from vendors that have the resources and capabilities to provide on-site maintenance, and water testing in line with AAMI ST108 water systems at the Washington DC VA Medical Center, 50 Irving St NW, Washington, DC 20422, in accordance with Performance Work Statement (PWS) incorporated.

Period of Performance will be 12/15/2023 through 12/14/2026.

Site Visit wil l be available Friday (12/6) from 10-12:30pm POC for Site Visit is; Marisa Flores, Marisa.Flores3@va.gov See CONTINUATION Page X Timothy Russell Page 1 of Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

INCORPORATED HEREIN

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: TBD

b. GOVERNMENT: Contracting Officer 36C245 Department of Veterans Affairs Louis A Johnson, VAMC Contracting Office (90C) 1 Med Center DR Clarksburg WV 26301-4199

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION- ESTIMATED QUANTITIES

Monthly Service PRINCIPAL NAICS CODE: 541690 - Other Scientific and Technical Consulting Services PRODUCT/SERVICE CODE: J049 - Maintenance, Repair, and Rebuilding of Equipment - Maintenance and Repair Shop Equipment

Quarterly Service

PRODUCT/SERVICE CODE: J049 - Maintenance, Repair, and Rebuilding of Equipment - Maintenance and Repair Shop Equipment

Semi Annual Service

PRODUCT/SERVICE CODE: J049 - Maintenance, Repair, and Rebuilding of Equipment - Maintenance and Repair Shop Equipment

Annual Service

PRODUCT/SERVICE CODE: J049 - Maintenance, Repair, and Rebuilding of Equipment - Maintenance and Repair Shop Equipment

Bacterial Testing

PRODUCT/SERVICE CODE: J049 - Maintenance, Repair, and Rebuilding of Equipment - Maintenance and Repair Shop Equipment

Endotoxin Testing

PRODUCT/SERVICE CODE: J049 - Maintenance, Repair, and Rebuilding of Equipment - Maintenance and Repair Shop Equipment

AAMI Chemical Testing

PRODUCT/SERVICE CODE: J049 - Maintenance, Repair, and Rebuilding of Equipment - Maintenance and Repair Shop Equipment

Freight for overnight shipping to DCI Lab for Samples

PRODUCT/SERVICE CODE: J049 - Maintenance, Repair, and Rebuilding of Equipment - Maintenance and Repair Shop Equipment

Labor Hours PRINCIPAL NAICS CODE: 541690 - Other Scientific and Technical Consulting Services PRODUCT/SERVICE CODE: J049 - Maintenance, Repair, and Rebuilding of Equipment - Maintenance and Repair Shop Equipment

B.3 STATEMENT OF WORK

1.0 INTRODUCTION

Provide to Washington DC VA Medical Center, 50 Irving St NW, Washington, DC 20422, maintenance, water testing in line with AAMI ST108, and service on the Sterile Processing Services Deionized (DI) water treatment system located in the sterile processing department to maintain it to the standard of AAMI ST108. Contractor shall provide all parts, labor, and transportation necessary to perform this service as per the attached price list. For clarification purposes, CO in this contract refers to the Contracting Officer and COR refers to the Contracting Officer’s Representative.

2.0 SCOPE

The Contractor shall provide an on-site maintenance, testing, and repair services necessary to maintain the DI water treatment system suppling DI water to the sterile processing department and equipment in a first-class operating condition and within the standards set by AAMI ST108. Contractor personnel will check in and out with the Sterile Processing Supervisor and the Bio-Med Supervisor. Services shall be funded through task orders according to a mutually agreed upon price list. Hours of operation for the Washington DC SPS department are from 6:00 a.m. to 11:00 p.m. Monday through Friday excluding holidays, services may be required outside of normal working hours or on weekends to avoid interruptions to Sterile Processing operations.

3.0 EQUIPMENT

185 Gallon Storage Tank with High Flow Pump

20-3021 Tank Vent Submicron Bacterial Filter

4.0 MAINTENANCE SERVICES

a. Preventive Maintenance (PM) shall be performed by a "fully qualified" service representative or service technician. Preventive maintenance visits shall include complete inspection and testing of all equipment and shall conform to Original Equipment Manufacturer (OEM) specifications. The contractor shall clean, adjust, and lubricate equipment, determine the nature and extent of any trouble, and restore the system to satisfactory service by repairing or replacing defective parts or components. Any calibration procedures or adjustments necessary to assure accurate and reliable equipment operation shall be performed at this time. Sufficient time shall be allowed to permit a thorough inspection and test of each device comprising the overall system.

b. Preventive Maintenance shall include the following:

Quarterly Service:

Chemically disinfecting RO system, storage tank, loop piping Exchange Di packs Replace carbon block filters Top off anti-scalant container

Exchange Di packs Replace carbon block filters.

Top off anti-scalant container.

Replace (4) 50-203 Ultrafilters

Annual Service:

Chemically disinfecting RO system, storage tank, loop piping Exchange Di packs Replace carbon block filters Top off anti-scalant container Replace (4) 50-203 Ultrafilters Replace storage tank vent filter Replace UV light bulbs and sleeves (2 units)

Standard Labor (8am-4:30PM)

As needed for testing, Repair, and disinfection

c. Parts Parts List 95-0013 Peracidin , 4 (1) gallon Containers

DI-2101C DI Regeneration Certificate, Standard

DI-2101S DI Packs for Regeneration, Standard for Mixing and Rinsing (Type II)

20-5105 Carbon Block Filter, 10-micron, 4.5" x 20"

20-3021 Tank Vent Submicron Bacterial Filter Cartridge, 0.2-micron, 2.5" x 10", DOE

95810128 PT401 Super Concentrate, two (2) Quart Pack (Makes 60 Gallons)

QL-600 Viqua VP600 Replacement UV bulb & Sleeve Kit

279-20-005 50-203 Fiber Flo Hollow Fiber Cartridge Filter, 20" 0.05 Micron, 222 O-Ring

5.0 EMERGENCY SERVICE (Same Day)

a. For each emergency service visit, initiated at the request of the VA Medical Center, the Contractor shall furnish all labor, parts, and consumables as listed in this contract, equipment (not to include operating supplies) and travel necessary to correct any equipment malfunctions and return equipment to operational condition.

b. If a part, material, component, or service is not included on the price list the vendor shall provide relevant pricing to the CO and receive a separate PO prior to commencing/resuming work. Any services done without an associated Purchase Order/Task Order shall be at the vendor’s own cost.

After each service call, the Contractor shall submit the service report for repairs and identify each part that was used for the emergency service promptly (within 5 days).

c. Four (4) hour response time during Business Hours 8AM to 6pm Monday through Friday is required. Response time is defined as time the contractor is first notified until time contractor arrives on station. Telephone response is 30 minutes.

6.0 PARTS

a. The contractor shall maintain sufficient stock of all parts that meet or exceed the original manufacturer's design, and specification to ensure that equipment downtime will not be increased due to non-availability or slow delivery of parts. Parts shall be made available within three (3) calendar days to make necessary repairs.

7.0 EXCLUDED SERVICES

a. Contractor will not be obligated to provide services for damage or destruction of equipment where such damage or destruction is:

· A result of or caused by fire or explosion of any origin, riot, civil commotion, aircraft, war, or any Act of God including but not limited to lightning, windstorm, hail, flood, of earthquake.

· Caused by the VAMC misuse or abuse of such instrument.

· Contamination due to spillage.

· Interpretation of data.

· Installation of unauthorized field modifications.

b. In the event of service/parts/components being required that are not covered under this contract the Contractor shall submit pricing to be included into the contract for subsequent task orders so long as it is within the intended scope of the contract as determined by the CO.

c. The contractor is not responsible for daily monitoring of Conductivity or daily visual inspection of equipment as called for in ST108 these will be performed by VA staff. They are responsible for a visual and general inspection whenever they are onsite performing any other services.

d. Disinfections of the system shall be in line with best industry practices, manufactures recommendations, and AAMI ST108, it shall include testing disinfectant concentration levels at each point of use to ensure complete disinfection of the entire system, loop, and points of use.

8.0 SPECIAL WORK REQUIREMENTS

a. The Contractor shall provide the COR with a phone list for contact with alternates in the event of unavailability of POCs.

b. Upon receipt of a task order the vendor shall submit a schedule of work to the COR within 10 business days. The plan shall contain a schedule detailing when preventative maintenance, routine and periodic service are to be performed. Should the contractor elect to change his work schedule during the contract, a revised work plan shall be submitted to the COR for written approval prior to any schedule changes.

c. Contractor shall perform service repair/preventive maintenance to industry standards and AAMI ST108.

d. Contractor shall obtain and make available to its field service personnel all operational and technical documentation such as operation and service manuals, schematics, and parts lists necessary to meet the performance requirements of this contract. No work will be allowed on equipment for which the contractor’s service representative does not have technical documentation.

9.0 TESTING

a. Testing shall be in accordance with AAMI ST108, task orders shall be issued to ensure the below frequency is maintained. The Contractor must have the capacity to take samples and provide results for the below at the specified frequency. If results do not meet ST108 requirements additional testing and disinfection may be required and shall be funded in a separate task order.

dipsticks (sample tested within 15 minutes)

distribution loop enters.

the processing area or first POU on the distribution loop

by measurement of a collected sample), At the point the distribution loop enters the processing area or first POU on the distribution loop

Alkalinity test kit

step, storage tanks (if used) At the point the distribution loop enters.

the processing area or first POU on the distribution loop

by Colorimetric dipsticks, Titration kit, or Handheld meter

Step

a. Sampling Locations the contractor and their representatives must be capable of drawing water samples from water ports at the Deionized water loop return and post treatment prior to the water entering the Sterile processing area. Water Samples must also be taken from the below equipment following manufacturer’s guidance for deionized water sampling.

10. COMPETENCY OF PERSONNEL

b. Each respondent must have an established business, with an office and full-time staff. The staff shall include a "fully qualified" field service engineer. The Firm shall have at least three years’ experience across multiple facilities within 200 miles of service location in maintaining equivalent systems in sterile processing settings in a healthcare sterile processing environment. The contractor shall provide proof of past performance and references to demonstrate customer satisfaction and technical competency.

c. Contractor shall ensure that only fully qualified field engineers and technicians, who have completed Original Equipment Manufacturer (OEM) or comparable third-party service schools for the above-mentioned equipment and provide proof of completion, shall be employed in the performance of any and all work performed under this contract. Proof of competency shall be provided for each representative of the contractor prior to them providing any services for which competency is required.

d. Fully qualified is based upon training and on experience in the field. For training, the field service engineer(s) has successfully completed a formalized training program. For field experience, the field service engineer(s)/technician should demonstrate specialized experience with respect to scheduled and unscheduled preventive and remedial maintenance.

e. Field service engineer(s)/technician shall be authorized by the Contractor to perform the maintenance services. All work shall be performed by "fully qualified" competent field service engineer(s)/technician. The Contractor shall provide written assurance of the competency of their personnel and a list of credentials of approved field service engineer(s)/technician The Contracting Officer may authenticate the training requirements, and request training certificates or credentials from the Contractor at any time for any personnel who are servicing or installing the equipment. The Contracting Officer and/or the Contracting Officer's Technical Representative (COR) specifically reserve the right to reject any of the Contractor's personnel and refuse them permission to work on the equipment.

f. Contractor shall demonstrate that it follows standard operating procedures (SOP) for test sampling and disinfection, they shall provide their SOP for Disinfection and sample collection prior to award, this SOP must explicitly state steps to be taken and be in line with industry best practices for water sampling and system disinfection.

g. Personnel must demonstrate they are able to meet response time requirements through proximity to the facility.

10.0 REPORTS AND DOCUMENTATION

The Contractor shall provide the COR the following reports:

a. Service Report for Preventive Maintenance: The contractor shall provide a monthly written report detailing services performed within 5 (five) business days of the end of each month.

b. Service Report for Repair Services: The report shall include all costs associated with accomplishing the repair to include parts, supplies and labor hours and labor rates. At minimum, the report shall contain the following information: service technician name, date, time, equipment unit number, problem reported and discovered, action taken, beginning and completion time. This written report shall be submitted to the COR for review and approval prior to invoice submittal. No invoice shall be certified for payment until the COR has provided written acceptance to the contractor and the CO.

11.0 PERFORMANCE STANDARDS SUMMARY

Performance standards define desired services. The Government performs surveillance to determine if the contractor exceeds, meets, or does not meet these standards.

Threshold

Incentive: Favorable contractor performance evaluation.

Disincentive: A Contract Discrepancy Report (CDR) will be issued on the first instance of failure to provide the acceptable level of service. Three or more issued CDRs may result in reduction of the monthly invoice of 10%. Unfavorable performance evaluation.

Disincentive: A Contract Discrepancy Report (CDR) will be issued on the first instance of failure to provide the acceptable level of service. Five or more issued CDRs may result in reduction of the monthly invoice of 10%. Unfavorable performance evaluations.

COR/CO Periodic Surveillance Incentive: Favorable contractor performance evaluation.

Disincentive: A Contract Discrepancy Report (CDR) will be issued on the first instance of failure to provide the acceptable level of service. Three or more issued CDRs may result in reduction of the monthly invoice of 5%. Unfavorable performance evaluations.

Disincentive: A Contract Discrepancy Report (CDR) will be issued on the first instance of failure to provide the acceptable level of service. Five or more issued CDRs may result in reduction of the monthly invoice of 5%. Unfavorable performance evaluations.

36C24524Q0128

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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 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 52.216-18 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 12/15/2023 through 12/14/2026.

(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

(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.3 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

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

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

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

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

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 12/14/2026. (End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 12/14/2026. (End of Clause)

C.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

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

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

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

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

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

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

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

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above. (End of Clause)

C.6 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an…