36C24822Q0387_1.docx

36C24822Q0387

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9.

ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE

WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15

CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT 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

675-22-2-6540-0003 36C24822Q0387 03-04-2022 Rohan McKenzie

(407) 646-4272 03-21-2022 16:00

EDT

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) Orlando VA Healthcare System 13800 Veterans Way Orlando FL 32827 X X 811310 $8 Million N/A X Department of Veterans Affairs Orlando VA Healthcare System Multiple Locations 13800 Veterans Way Orlando Fl 32827 36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) Orlando VA Healthcare System 13800 Veterans Way Orlando FL 32827

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971

(877) 353-9791

(512) 460-5429 See CONTINUATION Page

a. Reverse Osmosis Maintenance Services

b. Period of Performance:

Base period: Date of award - 03/31/2023 Option Period 1: 04/01/2023 through 03/31/2024 Option Period 2: 04/01/2024 through 03/31/2025 Option Period 3: 04/01/2025 through 03/31/2026 Option Period 4: 04/01/2026 through 03/31/2027

c. Please read 52.212-1, 52.212-2 and 852.219-77 within the solicitation prior to request for clarification and submitting a quote.

See CONTINUATION Page X X Rohan McKenzie

VA-VHA-RPOE-2019-0FBC627

Table of Contents

SECTION A – SOLICITATION/CONTRACT/ORDER FORM……………………………………….1

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:

1. CONTRACTOR:

Person administering contract for the Contractor

Address

City-State-Zip

Phone Number

Fax Number

Email Address

DUNS #

Federal Tax I.D. #

1. GOVERNMENT: Contracting Officer, 36C248, Rohan McKenzie Network Contracting Office 8 (NCO8) Department of Veterans Affairs Orlando VA Healthcare Systems 13800 Veterans Way Orlando, FL 32827-7403

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:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly, in arrears and upon acceptance of services rendered

1. In order to comply with the Improper Payment Elimination and Recovery Act of 2010 (IPERA), the VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Corporation e-Invoicing network, for submissions of all electronic invoices to VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to Tungsten Network VA.Registration@tungsten-network.com or calling (877) 752-0900 option 2 for Enrollment.

1. For assistance when setting up e-invoicing, the below information is provided:

· Tungsten Network e-invoice Registration: VA.Registration@tungsten-network.com

· Tungsten Network Customer Service: (877) 489-6135

· VAFSC – for Invoice receipt or payment questions, call: (877) 353-9791 or

· VAFSC Email: vafsccshd@va.gov

f. FACSIMILE, E-MAIL, AND SCANNED DOCUMENTS ARE NOT ACCEPTABLE FORMS OF SUBMISSION FOR PAYMENT REQUESTS

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

5. CONTRACT ADMINISTRATION: The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity, or quality of performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION: See ATTACHMENT F

B.3 PERFORMANCE WORK STATEMENT

Reverse Osmosis Water System Maintenance

1. General Information:

This is a non-personal services contract to provide reverse osmosis water system maintenance treatment for the Orlando Veterans Affairs Healthcare System (OVAHCS). The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service provider shall be accountable solely to the contractor who, in turn is responsible to the Government.

2. Background:

The Orlando VA Medical Center at Lake Nona was officially established in October 2006, the Orlando VA Medical Center serves more than 110,000 Veterans in Central Florida and includes a 120-bed Community Living Center, two Mental Health Residential Rehabilitation Treatment Programs/Domiciliary (60-beds located at the Lake Nona Campus and 58-beds at the Lake Baldwin Campus), one Health Care Center in Viera, two large multi-specialty Satellite Outpatient Clinics in Orlando (Lake Baldwin campus) and Daytona Beach, and four Community-Based Outpatient Clinics located in Clermont, Kissimmee, Orange City, and Tavares. The Orlando Veterans Affairs Healthcare Systems has a bona fide need for on-site full maintenance and certification services per the manufacturers instruction for the Reverse Osmosis (RO) Water Treatment System.

3. Objectives:

a. Maintain water quality, reduce equipment failure and extend the useful life of the RO system.

b. Be in compliant with the guidelines and parameters established by the Association for the Advancement of Medical Instrumentation (AAMI) Technical Information Report (TIR)34: 2014(r02017, “Water for Reprocessing of Medical Devices” and the Center for Medicare and Medicaid Services (CMS).

c. Monitor the frequency of quality testing and limits for the noted contaminants in utility and critical water.

d. Inspect and record data after each service

4. Type of Contract: The Government will award a firm-fixed-price contract.

5. Period of Performance: The anticipated base period of performance is date of award 2022 through March 31, 2023, with four (4) pre-priced (12) months options periods.

6. Place of Performance: OVAHCS place of performances consist of:

a. Orlando VA Medical Center (OVAMC) at Lake Nona, 13800 Veterans Way, Orlando, FL 32827.

b. OVAMC at Lake Baldwin, 5201 Raymond Street, 32814.

c. Viera VA Healthcare Center, 2900 Veteran’s Way, Viera, FL 32940.

7. Definitions & Acronyms

a. Definitions

i. Contractor. A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

ii. Contracting Officer (CO). A person with the authority to enter into, administer, and/or terminate contracts and make related findings. The Contracting Officer is the only individual who has the authority to contractually bind the Government. The Contracting Officer may designate a Government employee to act as his authorized technical representative

iii. Contracting Officer Representative (COR). The person has been designated as the authorized representative of the Contracting Officer acting within the limits of his/her authority. This individual shall not be authorized to award, agree to, or sign any contract or modification thereto, or in any way to obligate the payment of money by the Government. The COR advises the Contracting Officer on matters relating to this contract, verifies completion of the work, certifies invoices related to completed work, and ensures compliance with all provisions of the contract.

iv. Corrective Action. Action taken by the Contractor to correct a deficiency and identify the cause(s) of the deficiency.

v. Defective Service. A service output that does not meet the standard of performance associated with the Performance Work Statement.

vi. Deliverables. Anything that can be physically delivered but may include non-manufactured things such as meeting minutes or reports.

vii. Invoice/Proper Invoice. A contractor’s bill or written request for payment under the contract for services performed. An invoice that meets the minimum standards specified in the Federal Acquisition Regulation (FAR) 32.905(b).

viii. Joint Commission (JC). A national organization dedicated to improving the care, safety, and treatment of patients in health care facilities, and publishers of the Joint Commission on Accreditation Manuals.

ix. Performance Requirement Summary. performance indicator that is used to measure the acceptable quality levels that must be met.

x. Quality Control Plan (QCP). A plan that indicates the procedures and actions that will be taken by the contractor to control the production of goods or services so they will meet the requirements of a contract.

xi. Subcontractor. One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

xii. Workday. The number of hours per day the Contractor provides services in accordance with the contract.

b. Acronyms:

8. Specific Tasks

a. Compliance: Task performed shall be performed by a qualified personnel and must be in compliant with AAMI and CMS guidelines. The completed task shall be designed to assure that OVAMC at Lake Nona, Lake Baldwin and Viera VA Healthcare Center is providing the best possible water to their patients.

b. Solar Salt: The contractor shall provide monthly, 40 pound bags of coarse premium solar salt. The monthly estimated quantity for OVAMC at Lake Nona is 242 bags and 65 bags for OVAMC at Lake Baldwin. No salt is required at the Viera VA Healthcare Center. The contractor shall fill the salt brine tanks in a timely manner to prevent the forming of hard water.

c. System Performance Review: Contractor shall inspect RO water systems and document findings in the one-time service report prior to performance period, which includes inspection of the items listed below. One time service report is due 15 calendar days after contract award. The contractor shall provide an annual performance maintenance report 10 calendar days after the end of each performance period.

i. Inspect and record dialysis system reading data

ii. Inspect and record operation’s logbook data

iii. Inspect and record feed water chemistry data

iv. Inspect and record blend valve performance data

v. Inspect and record booster pump performance data

vi. Inspect and record softener data

vii. Inspect and record dealkalizer data

viii. Inspect and record storage tank data

ix. Inspect and record control panel data

x. Inspect and record distribution pump data

xi. Inspect and record UV performance data

xii. Record flow rates and document any issues

xiii. Complete pressure calibration

xiv. Inspect Carbon and water Softener

d. Cleaning and Disinfect: Contractor shall maintain water quality by rinsing and disinfecting the RO membranes, loop, and storage tanks. Contractor shall certify in writing that all disinfectant used in disinfecting the RO membrane is clear from the system. Disinfectant must be approved by the Environmental Protection Agency (EPA).

e. Safety Data Sheet (SDS): Contractor shall provide SDS for each product to be used at the facility. All SDS must be approved by the COR before use. The initial SDS must be submitted to the COR within 5 calendar days after contract award.

f. Replace Filters: The contractor shall inspect and change pre-filters.

g. DI-Exchange Tanks: The contractor shall inspect and replace DI-Exchange tanks submicron pre-UF filter.

h. Service Calls: The contractor shall provide a service call number within 5 days after contract award.

9. Maintenance Schedule

a. Maintenance Schedule and Compliance Testing for the OVAMC Lake Nona, Lake Baldwin and Viera VA Healthcare Center. Schedule and testing shall be in compliance with AAMI TIR34: 2014(r02017) and CMS.

i. See ATTACHMENT A, B and C.

10. Consumable Repair Parts

a. Consumables that are needed for preventative maintenance that are not covered in the monthly/Quarterly/Biannually or annually preventative maintenance shall be brought to the COR attention by the contractor. The COR is authorized to purchase consumables using the Government Purchase Credit Card (GPC) not exceeding $2,500 per site visit. The contractor shall not invoice through TUNGSTEN for these particular services using the obligation number assigned to each performance period. The contract shall submit a separate invoice to the COR for these type of services.

11. Government Recognized Holidays:

a. The contactor shall not perform work on federal holidays, or when the government facility closes to closes due to local or national emergencies, administrative changes, or similar government directed facility closings. Government shutdowns occur when the government refuses passage of key bills resulting in the cession of some or all operations by the government.

b. If the Department of Veteran of Affairs is affected by a government shutdown during the period of performance, the contractor shall not provide services or submit claims against the government during and after the shutdown. Recognized federal holidays are listed below.

Table 4.

Juneteenth National Independence Day

IIndeIndependence Day

12. Hours of Operations:

a. Normal hours of operation are between 8:00 a.m. to 4:30 p.m., Monday through Friday. Prior to commencing performance under this contract, the Contractor shall provide a proposed maintenance plan to the COR describing how services will be accomplished.

b. All work shall be coordinated with the COR or designated representative when accomplished during normal business hours to avoid disruptions or conflicts between the Government functions and the provision of service under this contract.

13. Emergency Maintenance:

a. Emergency maintenance will be an “As Needed Basis” both during and after normal hours of operations. The Contractor will have no more than one (1) hour to respond by phone or email after an initial call has been made by the COR or an individual on the authorized call list.

b. The contractor shall be on site no later than two (2) hours from the initial communication between the COR/designated personnel on the authorized call list and the contractor.

14. Authorized Call List:

Table 5.

15. Deliverables:

a. The below are the minimum deliverables, contractors are encouraged to outline additional and/or more specific deliverables that align with the maintenance plan.

Table 6.

16. Contractor’s Quality Control Plan (QCP):

a. The Contractor shall establish and maintain a complete quality control program to ensure the requirements of the contract are met. The contractor’s QCP is the means by which the contractor assures that the work complies with the requirement of the contract. The contractor shall develop and maintain an effective QCP to ensure services are performed in accordance herein.

b. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contactor shall provide a QCP to the COR within 30 calendar days of the contract award date. After review and proposed changes, the COR will accept the contractor’s QCP. An updated copy shall be provided to the COR as changes occur. The QCP shall include, but not be limited to the following:

i. An inspection system covering the required services. The plan shall specify the areas to be inspected on either a scheduled or unscheduled basis and how often inspections shall be accomplished.

ii. The plan shall provide methods for identifying and preventing deficiencies and how the Contractor shall prevent the level of performance from becoming unacceptable.

iii. On-site records of all inspections conducted by the Contractor and necessary corrective action taken.

iv. A system to record all inspections conducted by the Contractor and record corrective action. These documents shall be made available to the COR or designated representative during the term of the contract.

17. Performance Requirement Summary (PRS):

a. The PRS is a performance indicator that is used to measure the acceptable quality levels that must be met, who is going to check the measurements, and how these measures will define the success of our program. The below performance standards will be measured accordingly.

Table 7.

Negative CPARS

Negative CPARS

Negative CPARS

Negative CPARS

18. Post Award Conference/Periodic Progress Meeting:

a. The contractor agrees to attend any post award conference convened by the CO in accordance With the FAR Subpart 42.5. The CO, COR, and other Government personnel, as appropriate, may meet periodically with the contractor to review the contractor's performance. At these meetings the CO/COR will apprise the contractor of how the government views the contractor's performance and the contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve any outstanding issues. These meetings shall be at no additional cost to the government.

19. Invoice/Proper Invoice:

a. The contractor shall adhere to Section B.1 Contract Administration Data and the Federal Acquisition Regulation (FAR) 32.905 (b) for proper invoicing.

20. VHA Executive Order 14042:

a. During the performance of this contract, the contractor shall adhere to Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors IAW Section C. FAR Clause 52.223.99 of this solicitation.

b. If fully vaccinated, the contractor shall show proof of vaccination. Acceptable proof of vaccination includes a signed record of immunization from a health care provider or pharmacy, a copy of the COVID-19 Vaccination Record Card (CDC Form MLS-319813_r, published on September 3, 2020), or a copy of medical records documenting the vaccination.

c. If unvaccinated and granted a medical or religious exception, shall show negative COVID-19 test results dated within three calendar days prior to desired entry date. Test must be approved by the Food and Drug Administration (FDA) for emergency use or full approval. This includes tests available by a doctor’s order or an FDA approved over-the-counter test.

d. Documentation cited in this section shall be digitally or physically maintained on each contractor employee while in a VA facility and is subject to inspection prior to entry to VA facilities and after entry for spot inspections by the COR or other hospital personnel.

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

f. Contractor employees are subject to daily screening for COVID-19 and may be denied entry to VA facilities if they fail to pass screening protocols. As part of the screening process contractors may be asked screening questions found on the following website: COVID-19 Screening Tool | Veterans Affairs (va.gov). Regularly check the website for updates.

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

36C24822Q0387

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

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

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

(End of Clause)

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.4 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause) C.5 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.6 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE. (NOV 2020) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled Veteran- owned small business concern or SDVOSB”:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR part 74 and is listed in VA’s Vendor Information Pages (VIP) database; and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB unless otherwise stated in this clause.

(2) “Service-disabled Veteran” means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term “small business concern” has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term “small business concern owned and controlled by Veterans with service-connected disabilities” has the meaning given the term “small business concern owned and controlled by service-disabled Veterans” under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)), except that for a VA contract the firm must be listed in the VIP database (see paragraph (a)(1)(iv) above).

(b) General.

(1) Offers are solicited only from VIP-listed SDVOSBs. Offers received from entities that are not VIP-listed SDVOSBs at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed SDVOSB who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order, or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70.

(d) Agreement. When awarded a contract action, including orders under multiple- award contracts, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size and government contracting…