36C24524Q0665 SPS Water Sampling RFQ.pdf

PAGE 1 OF 1. REQUISITION NO.

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

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

TIME

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

TELEPHONE NO. 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 ATTACHED

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

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

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

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 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

688-24-2-452-0021

REQUEST FOR QUOTE

36C24524Q0665

William Chris Galletta william.galletta@va.gov 07-19-2024

10am EDT

90c

Department of Veterans Affairs

VAMC

Services Team One

10 N Greene St

Baltimore MD 21201

X

221310

$41 Million

N/A

X

90c

Department of Veterans Affairs

DCVAMC(688) BioMed

50 Irving St

Washington DC 20422

Department of Veterans Affairs

VAMC

Services Team One

10 N Greene St

Baltimore MD 21201

Please review section E.2 Addendum Instructions

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

Washington DC VA Medical Center intends to procure sampling and testing for critical water under an Indefinite Delivery

Indefinite Quantity (IDIQ) contract.

Period of Performance:

Ordering Period One: 8/01/24-7/31/25

Ordering Period Two: 8/01/25-7/31/26

Ordering Period Three: 8/01/26-7/31/27

Ordering Period Four: 8/01/27-7/31/28

Ordering Period Five: 8/01/28-7/31/29

Proposals Due: 7/19/24

All questions or requests please email:

William.Galletta@va.gov

See CONTINUATION Page

X X

Bradley S Davis

VA-VHA-2020-8952A45B

mailto:william.galletta@va.gov mailto:William.Galletta@va.gov

Table of Contents

SECTION A

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

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2023)

C.2 52.216-18 ORDERING (AUG 2020)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

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

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

2018)

C.6 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) ... 25

C.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAY 2024)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 WAGE DETERMINATION DC

SECTION E - SOLICITATION PROVISIONS

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

COMMERCIAL SERVICES (SEP 2023)

E.2 52.212-1 ADDENDUM INSTRUCTIONS TO OFFERORS

E.3 52.204-29 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT

ORDERS—REPRESENTATION AND DISCLOSURES (DEC 2023)

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

E.5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.6 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

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 36C245 Bradley.Davis3@va.gov

Department of Veterans Affairs

VAMC

Services Team One

10 N Greene St

Baltimore MD 21201

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] Monthly

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

mailto:Bradley.Davis3@va.gov

B.2 STATEMENT OF WORK

1.0 INTRODUCTION

Washington DC VA Medical Center intends to procure sampling and testing for critical water under an Indefinite Delivery Indefinite Quantity (IDIQ) contract. The contract period of performance will be twelve (12) month base period, with four (4) twelve (12) month option periods.

The objective of this contract is to provide to Washington DC VA Medical Center, 50 Irving St

NW, Washington, DC 20422, water sampling and testing on the Sterile Processing Service

(SPS) critical water treatment systems on behalf of the SPS department in order to maintain the

SPS critical water to ANSI/AAMI ST108 standard. Contractor shall provide all parts, labor, shipping, 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 Site Point of

Contact (POC) refers to the Contracting Officer’s Representative.

Task Orders: The Contracting Officer shall issue a Request for Proposal (RFP) for each requirement identified by the medical center within the scope of this contract. The contractor shall furnish a detailed proposal to the Government, the proposal will consist of unit prices established under this contract and based on sampling services as outlined in Sections 4 through 9 of the scope of work (SOW). Upon issuance of a task order, the contractor shall promptly commence work specified therein and shall complete the work within the period of performance and price agreed upon.

The contractor shall perform no work under this contract unless a written task order has been executed by the Contracting Officer. To the extent of any inconsistency between this contract and any task order, the provisions of this contract shall control.

2.0 SCOPE

The Contractor shall provide all on-site sampling, testing, shipping, and delivery services necessary to maintain the critical water treatment system supplying the SPS department and equipment in a first-class operating condition and within the standards set by ANSI/AAMI

ST108. Contractor personnel will check in and out with the Sterile Processing Supervisor and the Healthcare Technology Management (HTM) POC. 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.

Normal Working Hours

DC VAMC’s normal working hours are Monday-Friday, 8:00 am to 4:30 pm, excluding observed

Federal holidays:

New Year’s Day Labor Day

Martin Luther King’s Birthday Columbus Day

President’s Day Veteran’s Day

Memorial Day Thanksgiving Day

Juneteenth Christmas Day

Independence Day Any other national holiday as declared by the President of the United States

3.0 SAMPLING SERVICES

a. Testing shall be in accordance with ANSI/AAMI ST108. The Contractor must meet competency requirements for water sampling. If results do not meet AAMI ST108 requirements, additional testing and disinfection may be requested.

b. Freight for overnight shipping to validated Lab for samples shall be included in pricing.

c. Define acceptable result delivery turnaround time for each testing as below.

d. Normal response time of 2 business days. Response time is defined as time the contractor is first notified until time contractor arrives on station to perform work.

Phone/email correspondence shall be responded to within 4 business hours.

e. Results shall be sent to vhawashtm@va.gov and vhawasspsleadership@va.gov.

Testing Type of Testing Location Results

Turnaround time

Bacterial Heterotrophic plate count

(using one of three methods: membrane-filtered method; the spread-plate method;

pour-plate method)

See “Sampling

Site Locations” 3 business days

Endotoxin limulus amoebocyte lysate See “Sampling 3 business days mailto:vhawashtm@va.gov mailto:vhawasspsleadership@va.gov

LAL test Site Locations” pH pH meter or Colorimetric dipsticks (sample tested within

15 minutes)

Post UV/UF Site

Sampling

Location

7 business days

Conductivity Conductivity meter

Post UV/UF Site

Sampling

Location

7 business days

Total Alkalinity Colorimetric dipsticks

Alkalinity test kit

Post UV/UF Site

Sampling

Location

7 business days

Total Hardness Determination of ppm as

CaCO3 by Colorimetric dipsticks, Titration kit, or Handheld meter

Post UV/UF Site

Sampling

Location

7 business days

Sampling Locations. The contractor and their representatives must be competent with drawing water samples from water ports at the “Sampling Site Locations”. Site Sampling

Locations include:

i. Loop Out

ii. Loop Return

iii. Post UV/UF

iv. Point of Use locations:

i. Sink #1 – AMSCO 70 Adjustable Sink

ii. Sink #2 - AMSCO 70 Adjustable Sink

iii. Sink #3 - AMSCO 70 Adjustable Sink

iv. Sink #4 - AMSCO 70 Adjustable Sink

v. Washer #1 - AMSCO Washer Disinfector 5052

vi. Washer #2 - AMSCO Washer Disinfector 5052

vii. Washer #3 - AMSCO Washer Disinfector 5052

viii. Ultrasonic Washer - Innowave PCF

ix. Medivators #1 – DSD Edge

x. Medivators #2 – DSD Edge

xi. Medivators #3 – DSD 201

xii. Medivators #4 – DSD 201

Manufacturer Model Quantity

Steris AMSCO 73 Reprocessing Sink 2

Steris AMSCO 70 Adjustable Sink 2

Steris Innowave PCF (Sample Port added inline immediately before device inlet)

Steris AMSCO Washer Disinfector 5052 3

Ameriwater MRO4X RO Product port 1

Medivators DSD Edge 2

Medivators DSD 201 2

Water Sampling. The Contractor shall provide a water sampling procedure (SOP) to the

Site POC upon award of this contract. The sampling SOP at a minimum shall include on-site personnel qualifications, aseptic technique, testing port flushing procedure, and a sampling collection procedure. (Note: if sampling hoses are used for water sample collection, the SOP must include relevant procedure).

Laboratory Requirements. Laboratories that process microbial water samples must be accredited by a recognized regional, national, or international accrediting body.

Examples of such accrediting bodies include the National Environmental Laboratory

Accreditation Program (NELAP); the American Association for Laboratory Accreditation

(A2LA); the Environmental Microbiology Laboratory Accreditation Program (EMLAP);

and the American National Standards Institute (ANSI)-American Society for Quality

(ASQ) National Accreditation Board (ACLASS).

Contractor must submit laboratory certification documentation to the Site POC upon contract award and/or any time the Contractor chooses to use another laboratory for microbial sample processing.

4.0 EMERGENCY SERVICE (Same Day)

a. For each emergency service visit, initiated at the request of the Site POC, the Contractor shall furnish all labor, parts, consumables 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 Contractor shall provide relevant pricing to the site POC for submission to receive a separate PO prior to commencing/resuming work. Any services done without an associated Purchase Order/Task

Order shall be at the Contractor’s own cost.

c. After each service call, the Contractor shall submit documentation per Reports and

Documentation section below.

d. Emergency response time of four (4) hours. Response time is defined as time the contractor is first notified until time contractor arrives on station.

5.0 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.

6.0 SPECIAL WORK REQUIREMENTS

a. The Contractor shall provide the Site POC with a phone list for contractor POCs with alternates in the event of unavailability of primary POCs.

b. Upon receipt of a task order the Contractor shall submit a schedule of work to the Site POC within 2 business days. The plan shall contain a schedule detailing when sampling and testing is to be performed. Should the contractor elect to change the work schedule during the course of the contract, a revised work plan shall be submitted to the Site POC for written approval prior to any schedule changes.

c. Contractor shall perform sampling and testing to industry standards and ANSI/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.

7.0. COMPETENCY OF PERSONNEL

a. 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 in accordance with AAMI Standards. The contractor shall provide proof of past performance and references to demonstrate customer satisfaction and technical competency completing the work identified in this SOW.

b. Contractor shall ensure that only fully qualified field engineers and technicians (FQFET) perform any and all work under this contract. FQFET have completed Original Equipment

Manufacturer (OEM) or comparable third-party service schools for the above-mentioned equipment, as applicable, and can provide proof of completion upon request. Proof of completion shall be provided in writing no later than 5 business days from request. Proof of competency shall be provided for each representative of the contractor prior to them providing any services for which competency is required.

c. Contractor shall demonstrate that it follows SOPs for critical water sampling and testing.

This SOP must explicitly state steps to be taken and be in line with industry best practices for water sampling and system disinfection. SOP for sample collection shall be provided prior to award.

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

8.0 REPORTS AND DOCUMENTATION

The Contractor shall provide all reports to vhawashtm@va.gov within 5 business days of completion of work:

a. Field service reports shall include all costs associated with accomplishing the job to include parts, supplies, labor hours, and labor rates.

a. At minimum, the report shall contain the following information: service technician name, sample collection date, sample beginning and completion time, sample ship time, shipping tracking number, and time sample received by lab for processing.

b. Field service reports shall be submitted to vhawashtm@va.gov for review prior to invoice submittal.

c. Noncontract Charges: The contractor shall not perform any service that will result in additional charges without prior approval from the Contracting Officer.

d. Payment will be made in arrears, and upon receipt of a properly prepared invoice:

a. References the period for which payment is due and exactly matches submitted written field service report.

b. Itemizes all services rendered, labor costs, and the equipment serviced, as appropriate.

c. Identifies quantity of sampling and sample tests completed.

d. Lists the contract number and/or assigned purchase order number.

e. Includes the correct payment address.

f. All invoices from the contractor shall be submitted electronically in accordance with

VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

378.00 JB __________________ __________________

Bacterial Testing(Includes travel, parts, and labor) Ordering Period One

POP Begin: 08-01-2024 POP End: 07-31-2025 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation

Systems PRODUCT/SERVICE CODE: Z1NE - Maintenance of Water Supply Facilities

Endotoxin Testing (Includes travel, parts, and labor)

Ordering Period One POP Begin: 08-01-2024 POP End: 07-31-2025

PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

60.00 JB __________________ __________________

AAMI Testing(includes travel, parts, and labor) Ordering Period One

POP Begin: 08-01-2024 POP End: 07-31-2025 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

30.00 JB __________________ __________________

Freight for overnight shipping to DCI Lab for samples

Ordering Period One POP Begin: 08-01-2024 POP End: 07-31-2025

PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Two POP Begin: 08-01-2025 POP End: 07-31-2026 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation

Systems

Ordering Period Two POP Begin: 08-01-2025

POP End: 07-31-2026 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Two POP Begin: 08-01-2025 POP End: 07-31-2026 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation

Systems

Ordering Period Two POP Begin: 08-01-2025

POP End: 07-31-2026 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Three POP Begin: 08-01-2026 POP End: 07-31-2027 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation

Systems

Ordering Period Three

POP Begin: 08-01-2026 POP End: 07-31-2027 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Three POP Begin: 08-01-2026 POP End: 07-31-2027

PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Three

POP Begin: 08-01-2026 POP End: 07-31-2027 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Four POP Begin: 08-01-2027 POP End: 07-31-2028

PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Endotoxin Testing (Includes travel, parts, and labor) Ordering Period Four

POP Begin: 08-01-2027 POP End: 07-31-2028 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Four POP Begin: 08-01-2027 POP End: 07-31-2028

PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Four

POP Begin: 08-01-2027 POP End: 07-31-2028 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Bacterial Testing (Includes travel, parts, and labor)

Ordering Period Five POP Begin: 08-01-2028 POP End: 07-31-2029

PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Five

POP Begin: 08-01-2028 POP End: 07-31-2029 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Five POP Begin: 08-01-2028 POP End: 07-31-2029

PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Ordering Period Five POP Begin: 08-01-2028

POP End: 07-31-2029 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

GRAND TOTAL __________________

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 through .

(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 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than , 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 ;

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

(3) A series of orders from the same ordering office within 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 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.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 .

(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 Administrative Contracting Officer

(ACO) for the purpose of performing certain tasks/duties in the administration of the contract.

Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.7 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

FAR

Number

Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS NOV 2023

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE DEC 2022

852.203-70 COMMERCIAL ADVERTISING MAY 2018

(End of Addendum to 52.212-4)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or

Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further

Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR

2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting

Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with

Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C.

3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment

Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the

American Recovery and Reinvestment Act of 2009.)

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712);

this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[X] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards

(JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved]

[] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts

(OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply

Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023)

(Pub. L. 115–390, title II).

[X] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition.

(DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[X] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters

(OCT 2018) (41 U.S.C. 2313).

[] (14) [Reserved]

[] (15) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15

U.S.C. 657a).

[] (16) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (17) [Reserved]

[] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(i) 52.219–9, Small Business Subcontracting…