36C24823Q0893_1.docx

36C24823Q0893

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. 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

675-23-3-6060-0046 36C24823Q0893 04-06-2023 Rohan McKenzie 407-631-8720 04-24-2023 14:00

EDT

36C248 Department of Veterans Affairs Network Contracting Office 8 (NCO 8) Orlando VA Healthcare System 13800 Veterans Way Orlando FL 32827 X X Y 541380 $16.5 Million N/A X Department of Veterans Affairs Orlando VA Healthcare System 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

1. Indefinite Delivery, Indefinite Quantity Requirements Contracts for Air Exchange Pressure Test & Laboratory Hoods Certifications.

2. Period of Performance:

a. Ordering Period 1: 06-08-2023 through 06-07-2024

b. Ordering Period 2: 06-08-2024 through 06-07-2025

c. Ordering Period 3: 06-08-2025 through 06-07-2026

d. Ordering Period 4: 06-08-2026 through 06-07-2027

e. Ordering Period 5: 06-08-2027 through 06-07-2028

3. Please read Section E.1 52.212-1 Instructions to offers- Commercial Items (MAR 2023) prior to submitting your questions and quote.

See CONTINUATION Page X Rohan McKenzie

VA-VHA-RPOE-2019-0FB8C627

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

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

UEI #

Federal Tax I.D. #

1. GOVERNMENT: Contracting Officer, 36C248, Rohan McKenzie, Network Contracting Office 8 (NCO8). Contractor must email all correspondences to rohan.mckenzie@va.gov.

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:

1. 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

1. FACSIMILE, E-MAIL, AND SCANNED DOCUMENTS ARE NOT ACCEPTABLE FORMS OF

SUBMISSION FOR PAYMENT REQUESTS

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

1. 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

Contractor Shall Perform Air Exchange Pressure Test IAW the Performance Work Statement. Estimate Quantity of 252 rooms.

Contract Period: Base POP Begin: 06-08-2023 POP End: 06-07-2024 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: H166 - Quality Control - Instruments and Laboratory Equipment ORDERING PERIOD 1. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Contractor Shall Perform Semi-annual Medical Laboratory Hood Certification IAW the Performance Work Statement. Estimate Quantity of 34 Hoods.

POP Begin: 06-08-2023 POP End: 06-07-2024 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services

ORDERING PERIOD 1. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Contractor Shall Perform Air Exchange Pressure Test IAW the Performance Work Statement. Estimate Quantity of 252 rooms.

POP Begin: 06-08-2024 POP End: 06-07-2025 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services

ORDERING PERIOD 2. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Contractor Shall Perform Semi-annual Medical Laboratory Hood Certification IAW the Performance Work Statement. Estimate Quantity of 34 Hoods.

POP Begin: 06-08-2024 POP End: 06-07-2025 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services

ORDERING PERIOD 2. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Contractor Shall Perform Air Exchange Pressure Test IAW the Performance Work Statement. Estimate Quantity of 252 rooms.

POP Begin: 06-08-2025 POP End: 06-07-2026 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services

ORDERING PERIOD 3. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Contractor Shall Perform Semi-annual Medical Laboratory Hood Certification IAW the Performance Work Statement. Estimate Quantity of 34 Hoods.

POP Begin: 06-08-2025 POP End: 06-07-2026 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services

ORDERING PERIOD 3. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Contractor Shall Perform Air Exchange Pressure Test IAW the Performance Work Statement. Estimate Quantity of 252 rooms.

POP Begin: 06-08-2026 POP End: 06-07-2027 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services

ORDERING PERIOD 4. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Contractor Shall Perform Semi-annual Medical Laboratory Hood Certification IAW the Performance Work Statement. Estimate Quantity of 34 Hoods.

POP Begin: 06-08-2026 POP End: 06-07-2027 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services

ORDERING PERIOD 4. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Contractor Shall Perform Air Exchange Pressure Test IAW the Performance Work Statement. Estimate Quantity of 252 rooms.

POP Begin: 06-08-2027 POP End: 06-07-2028 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services

ORDERING PERIOD 5. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Contractor Shall Perform Semi-annual Medical Laboratory Hood Certification IAW the Performance Work Statement. Estimate Quantity of 34 Hoods.

POP Begin: 06-08-2027 POP End: 06-07-2028 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services

ORDERING PERIOD 5. Any services to be furnished under this contract shall be ordered by issuance of task orders by a Contracting Officer from the Network Contracting Office 08, Orlando Services Team.

Page 1 of

B.3 PERFORMANCE WORK STATEMENT

Air Exchange Pressure Test and Laboratory Hoods Certifications

I. Introduction

a. The Orlando VA Medical Center (OVAMC) Lake Nona and Lake Baldwin campuses along with the outpatient clinics (Viera and Daytona Beach) have several areas with operating rooms, ante rooms, chemical/IV prep rooms, isolation rooms, sterile storage rooms, decontamination rooms, patient rooms, etc. that require room pressurization and air changes per hour (ACH) to be maintained at specific levels. Maintaining room pressurization and ACHs at these levels is critical to infection control and to preventing the spread of diseases. To ensure that these rooms remain in calibration and that their air exchange rates and pressurizations are within the required range, annual testing must be performed.

II. Objective

a. The objective is to maintain laboratory hoods air exhaust flows to properly exhaust noxious agent fumes, function properly and to ensure proper and adequate performance and correct any abnormal airflows.

III. Scope of Work

a. Contractor shall furnish all services, equipment, and personnel to test, measure, and report room air exchange rates and pressurizations for approximately 252 rooms for the locations listed in table 1. This includes providing all services, personnel, and equipment annually to test, measure, and report room air exchange rate and pressurization for isolation rooms.

b. The air exchange rate and room pressure testing results shall be recorded on a Microsoft Excel spreadsheet indicating on separate columns the room numbers, room description, room pressure, airflow rate (w/Supply CFMs & Return/Exhaust CFM’s), and whether it meets the criteria for the space. Rooms not in compliance with the required air flows and pressurizations shall be reported to the Contracting Officer Representative (COR) no later than close of business the same day and be noted in the contractor’s final report.

c. Contractor shall refer to the latest version ANSI/ASHRAE/ASHE Standard 170-2017, Ventilation of Health Care Facilities ANSI/ASHRAE/ASHE Standard 170-2017, Ventilation of Health Care Facilities, for minimum air exchanges for both ventilation air (outdoor air) and total supply air.

d. For laboratory hoods, Contractor shall test and certify approximately twenty six (26) laboratory hoods semi-annually to maintain certification. Contractor shall use properly calibrated measuring equipment (per NEBB standards) to measure and record the air flow rate and pressurization for these areas. Depending on the bio-safety level of each hood, Contractor shall take appropriate precautions as necessary and wear personal protective equipment (PPE) when servicing these hood.

IV. Background

a. There is a maintenance contract to provide airflow testing and laboratory hood certifications. The contract is due to expire on June 07, 2023. Table 1 listed in paragraph IV. b. represents the last testing dates for airflow rates and room pressurization at each location and ATTACHMENT D represents the air exchange and lab hood inventory at each facility.

b. Table 1.

V. Type of Contract Contemplated

a. The Government contemplates awarding a firm-fixed-price contract.

VI. Period of Performance

a. The period of performance of this contract consists of five (5) ordering period consisting of twelve (12) months for each ordering period.

VII. Place of Performance:

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

b. Orlando VA Medical Center Lake Baldwin, 5201 Raymond St., Orlando, Fl 32803.

c. Viera VA Health Care Center, 2900 Veterans Way, Viera, FL 32940.

d. William V. Chappell, Jr., Multispecialty Outpatient Clinic, 551 National Health Care Dr., Daytona Beach, FL 32114.

VIII. Holidays

a. Government holidays are observed on the following days. See table 2. Below.

b. Table 2.

IX. Specific Requirements

a. Contractor testing the rooms shall be either a member of the Associated Air Balance Council, (AABC) or an experienced technician of the agency certified by the National Environmental Balancing Bureau (NEBB). The certification shall be maintained for the entire duration of duties specified herein. If, for any reason, the specialist loses subject certification during this period, the Contractor shall immediately notify the COR and submit another Testing Adjusting and Balancing (TAB) Specialist for approval. Any individual that has been the subject of disciplinary action by either the AABC or the NEBB within the five years preceding Contract Award shall not be eligible to perform any duties related to the heating, ventilation, and air conditioning (HVAC) systems, including TAB. All work specified in this scope of work performed by the TAB specialist shall be considered invalid if the TAB specialist loses its certification prior to Contract completion and must be performed by an approved successor.

b. Contractor shall provide a list of all employees working on-site prior to the start date for access to the facility.

c. Special procedure rooms including, but not limited to, operating rooms, sterile supply areas, gastrointestinal clinics, and any type of isolation rooms will be coordinated through the COR & HVAC supervisor before performance of any testing.

X. Tasks

a. Task One: Rooms and laboratory hoods shall be tested during normal business hours 7:30 am to 4:00 pm, Monday through Friday. Otherwise, testing shall be conducted during weekends, holidays, evenings and nights (WHEN) to limit interference with facility operations. Prior to each inspections, the Contractor shall communicate the start date with COR.

b. Task Two: Rooms and/or hoods found deficient during the testing and measuring process shall be reported to the COR no later than close-of-business the same day the hoods were found to be deficient.

c. Task Three: Upon completion of the work, contractor shall provide a copy of the report of findings to the COR and VA maintenance HVAC foreman. Report shall include airflow readings from each register and room pressurization. Rooms not in compliance with required airflow rates must be noted on the report and corrective action prescribed.

d. Task Four: Contractor shall submit a copy of the final report to the COR no later than 14 calendar days after completion of all inspections.

XI. Security Requirements:

a. The Contractor will be escorted by a VA employee or the COR during the testing, inspection, certification and in areas where sensitive information is kept.

XII. VHA Supplemental Contract Requirements for Combatting COVID-19

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

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

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

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 Contracting Officer Representatives (CORs) 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. Check regularly 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.

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

i. For indefinite delivery contracts: Contractor agrees to comply with VHA Supplemental Contract Requirements for any task or delivery orders issued prior to this modification when performance has already commenced.

XIII. Records Management Obligations

a. Applicability

This clause applies to all Contractors whose employees create, work with, or otherwise handle Federal records, as defined in Section B, regardless of the medium in which the record exists.

b. Definitions

“Federal record” as defined in 44 U.S.C. § 3301, includes all recorded information, regardless of form or characteristics, made or received by a Federal agency under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the United States Government or because of the informational value of data in them.

The term Federal Record:

1. Includes VHA records

2. Does not include personal materials

3. Applies to records created, received, or maintained by Contractors pursuant to their VHA contract

4. May include deliverables and documentation associated with deliverables

c. Requirements

1. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

2. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

3. In accordance with 36 CFR 1222.32, the Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

4. VHA and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of VHA or destroyed except in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage, or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, the Contractor must report to VHA. The agency must report promptly to NARA in accordance with 36 CFR 1230.

5. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records, or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the [contract vehicle]. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records, and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records, and/or equipment is no longer required, it shall be returned to VHA control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand-carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

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

7. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with VHA policy. The Contractor shall not create or maintain any records containing any non-public VHA information that is not specifically tied to or authorized by the contract.

8. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

9. The VHA owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which VHA shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

10. Training. All Contractor employees assigned to this contract who create, work with, or otherwise handle records are required to take VHA-provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

**VHA training for contractors is available in Talent Management System (TMS): Records Management for Records Officers and Liaisons, Item #3873736

d. Flow Down of Requirements to Subcontractors

1. The Contractor shall incorporate the substance of this clause, its terms, and requirements including this paragraph, in all subcontracts under this [contract vehicle], and require written subcontractor acknowledgment of same.

2. Violation by a subcontractor of any provision set forth in this clause will be attributed to the Contractor.

XIV. Notice to Contractors

a. All information and data related to this contract that the contractor gathers or obtains will be both protected from unauthorized release and considered the property of the government. The CO will be the sole authorized official to release.

XV. Performance Requirements Summary (PRS) Matrix

Inspection and compliance.

Inspection and compliance.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 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 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a Fixed–Price Requirements contract resulting from this solicitation.

(End of Provision)

C.3 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 date of award through June 7, 2028.

(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.4 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 $1,000, 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 $250,000;

(2) Any order for a combination of items in excess of $250,000; or

(3) A series of orders from the same ordering office within 2 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 3 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.5 52.216-21 REQUIREMENTS (OCT 1995)

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