36C24921Q0003_1.docx

36C24921Q0003

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 ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C24921Q0003 Olonzo Haynes 615-225-6959 08-31-2020 14:00 90C Department of Veterans Affairs Network Contracting Office 9 (90C)

NCO 9

1639 Medical Center Parkway, Suite 400 Murfreesboro TN 37129 X 811219 N/A X Department of Veterans Affairs Lexington VA Health Care System Troy (Primary) & Franklin (Secondary) 1101 Veterans Drive/2250 Leestown Road Lexington KY 40502-2235 90C Network Contracting Office 9 Department of Veterans Affairs Network Contracting Office (90C) 1639 Medical Center Parkway Suite 400 Murfreesboro TN 37129

90C FSC e-Invoicing Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 Invoice must be submitted electronically

Setup 1-877-489-6135 See CONTINUATION Page Lexington VA Medical Centers, Request for Quote IAW the Statement of Work to maintain, test, and decontaminate an existing Reverse Osmosis and Deionization (RO/DI) system.

This RFQ will result in a five (5) year Blanket Purchase Agreement (BPA), conisiting of five (5), one (1) year ordering periods.

Period of Performance: 10/1/2020 through 9/30/2025 Any Contractors claiming SDVOSB/VOSB must have a current VETS 4212 report on file with the Department of Labor, registered in SAM, and must be CVE verified in VetBiz when quote is received , and at time of award.

See CONTINUATION Page X X Shawn M. Hendricks

NCO915L2-4043

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Maintenance agreement for the water purification equipment for the SPS service (Troy Bowling Campus) Contract Period: Base Period POP Begin: 10-01-2020 POP End: 09-30-2021

Emergency Services of RO/DI Systems Contract Period: Base Period

POP End: 09-30-2021

Maintenance, Testing, Decontamination of RO/DI system for the SPS service (Troy Bowling Campus) Contract Period: Ordering Period 1 POP Begin: 10-01-2021 POP End: 09-30-2022

Emergency Services of RO/DI Systems

POP Begin: 10-01-2021

Maintenance, Testing, Decontamination of RO/DI system for the SPS service (Franklin R. Sousley Campus)

Maintenance, Testing, Decontamination of RO/DI system for the SPS service (Troy Bowling Campus) Contract Period: Ordering Period 2 POP Begin: 10-01-2022 POP End: 09-30-2023

Emergency Services of RO/DI Systems

Maintenance, Testing, Decontamination of RO/DI system for the SPS service (Franklin R. Sousley Campus)

Maintenance, Testing, Decontamination of RO/DI system for the SPS service (Troy Bowling Campus) Contract Period: Ordering Period 3 POP Begin: 10-01-2023 POP End: 09-30-2024

Emergency Services of RO/DI Systems

Maintenance, Testing, Decontamination of RO/DI system for the SPS service (Franklin R. Sousley Campus)

Maintenance, Testing, Decontamination of RO/DI system for the SPS service (Troy Bowling Campus) Contract Period: Ordering Period 4 POP Begin: 10-01-2024 POP End: 09-30-2025

Emergency Services of RO/DI Systems

Maintenance, Testing, Decontamination of RO/DI system for the SPS service (Franklin R. Sousley Campus)

B.2 STATEMENT OF WORK

STATEMENT OF WORK (SOW)

Modification and Maintenance of Reverse Osmosis and Deionization (RO/DI) System Sterile Processing Services (SPS) Lexington VA Health Care System Lexington, Kentucky Troy Bowling Campus / Frank R. Sousley Campus

1. GENERAL: This is a service BPA to maintain an existing reverse osmosis and deionization (RO/DI) system Model # HCR02 and Model # 00HC-2046. Project includes maintenance of a complete RODI system to include equipment, reserve tank, continuous loop and other components necessary for a fully functional system that is capable of meeting minimum requirements for critical water as outlined in Association for the Advancement of Medical Instrumentation. (AAMI) TIR 34.

1.1 Description of Services/Introduction: The contractor shall provide all personnel, equipment, supplies, transportation, tools, materials, supervision, and other items and services necessary to perform routine maintenance of RO/DI system as defined in this Statement of Work (SOW) except for those items specified as government furnished property and services. The contractor shall perform to the standards outline in this BPA.

1.2 Background: The existing RO/DI system is located in room B009A (Troy Campus) and supplies the following equipment/sinks in room B005, soiled receiving decontamination area; two (2) total sink faucets, two (2) total pistol water spray guns, one (1) Ultra Sonic DaVinci, two (2) Steris Washer/Disinfectors. Building 28 SPS (Frank Campus) is estimated to be completed 9/30/2021, at which time this system will be cover under warranty for one-year parts only. It will consist of one (1) Amsco 50 reprocessing sink, one (1) InnoWave Unity Ultrasonic Irrigator, two (2) Amsco 5052 Single-Chamber Washer/Disinfector, one (1) Steris Automated Pass-Through Window, one (1) Amsco 400 Small Steam Sterilizer, one (1) Amsco Evolution-NA Medium Steam Sterilizer, one (1) Amsco V-Pro Max 2 Low Temperature Sterilization System, two (2) Steris Dosing System, and one (1) Acu-Hold System.

1.3 Objectives: Maintain RO/DI system, provide monthly maintenance, system performance review, change filters, take water cultures, visual inspections, system sanitation and sterilization routine maintenance as specified at the intervals outline in Section 1.6 of this SOW. Contractor will be required to provide a 24hour emergency service, and provide the primary and secondary point of contact responsible for this service.

1.4 (Quote Item 1) Routine Maintenance Service and Supply Scope: Contractor to provide a detailed quality control plan when submitting their quotes. It should list all maintenance activities to include frequency for any certain task. Contractor will do routine maintenance on the system and provide all documentation to the Contracting Officers Representative (COR). Anticipated tasks of routine maintenance are as follows but not limited to; system performance review (Monthly), inspect and replace all applicable filters, monitor and record performance data, perform monthly culture tests to include AMMI chemical test, Bacterial test, LAL/endotoxin tests, clean, sanitize, sterilize system components as needed to include storage tank and distribution loop, preventative maintenance, routine maintenance in accordance with manufactures instructions and 24hour emergency service calls. Contractor to supply all consumables such as filters, UV lights, disinfectants, test kits, test strips, etc. Any items needed for maintenance and continued operation to return a RODI system to its fully operational state that are not provided by contractor or provided by contractor and installed by other, shall be clearly delineated in contractor’s quote. Prospective contractors submitting quotes will be expected to visit the site and conduct a full review of the current system, its components, and the medical center operational procedures during a predetermined site visit date that will be outlined in the solicitation. Site visits requested outside of the established date and time per the solicitation must be scheduled in advance with the Contracting Officer (CO).

1.5 (Quote Item 2) 24-Hour Emergency Service Calls: The VA is a 24/7 Medical Center and SPS functions are imperative to continued operations in a Medical Center environment. Contractor will be required to respond to 24-hour service calls throughout contract performance period. Contractor will be expected to be on site within 8 hours after call is received. Contractor quote should itemize cost per each emergency service call. A total of no more than five (5) emergency service calls are anticipated per calendar year and should be included in quote. In the event that five (5) emergency service calls are exceeded per calendar year, the initial quoted itemized cost per each will be the set price for compensation to the contractor for additional emergency service calls. Again, for the purpose of submitting a quote, include pricing for a total of five (5) service calls which will be billable upon request and use.

1.6 Services Performed Under Maintenance Plan

Month Month Month Month Month Month Month Month Month Month

1.7 Additional Requirements: Meets most recent standards for AAMI TIR34 - Water for the reprocessing of Medical Devices, ANSI, and ISO and critical water minimum requirements defined within. Ensure System provides treated water for Sterile Processing Service operating 24 hours a day. Contractor to display customer support information in all logical area inside RODI treatment room.

1.8 Period of Performance

This BPA will consist of one guaranteed base ordering period for one-year, with four (4) optional one-year ordering periods. Base period of performance will begin upon receipt of initial call order and last 365 days from issuance. Exercising optional ordering periods will be at the sole discretion of the VA and may include evaluation of contractor’s performance as a determination factor.

Base Ordering Period: 10/1/2020 through 9/30/2021 Ordering Period 1: 10/1/2021 through 9/30/2022 Ordering Period 2: 10/1/2022 through 9/30/2023 Ordering Period 3: 10/1/2023 through 9/30/2024 Ordering Period 4: 10/1/2024 through 9/30/2025

1.9 Schedule for maintenance/frequencies: Schedule for maintenance/frequencies: The contractor shall submit a detailed schedule for maintenance activities to include all tasks to be performed and frequency of performance as outlined in Section 1.6 of this SOW. Upon award this schedule must be submitted to COR for approval prior to the performance of work. At time of award, this schedule should be updated to show accurate dates for maintenance; all maintenance procedures should be itemized per scheduled date and frequency of task as outlined in Section 1.6 of this SOW.

2.0 Quality Control: The contractor shall submit as outlined in Section 1.4 and maintain an effective quality control program to ensure services are performed in accordance with this SOW. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is the means by which he assures himself their work complies with the requirements outlined in this SOW. After acceptance of the quality control plan it is the contractor’s responsibility to submit a written request for changes to the Contracting Officer for approval prior to executing any proposed change to the existing QC plan.

2.1 Recognized Holidays: Holiday work is not anticipated (for work other than emergencies) and should be considered when developing maintenance schedule.

2.2 Hours of Operation: The contractor is responsible for conducting business, between the hours of 8:00AM-4:30PM Monday through Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. The contractor will not be reimbursed when the Government facility is closed for the above reasons. The contractor must maintain an adequate workforce to prevent any interruption of performance as defined within this SOW when there is a local or nation emergencies and this facility is considered essential and does not close for the above reasons. When hiring personnel, the contractor shall keep in mind that the stability and continuity of the workforce are essential. Contractor may be required to conduct work outside of the above listed hours of operations on emergency basis only or if work can’t be accomplished during these hours due to nature of work to be performed. In an emergency situation, the contractor must notify the COR immediately when work will be conducted outside the hours of operations outlined above.

2.3 Place of Performance: The work to be performed under this BPA will be performed in the Sterile Processing Service (SPS) at both campuses in the Lexington VA Health Care System.

2.4 Security Requirements:

a) Upon arrival to site; contractors must check in at the Kiosk machine located at the information desk at the main entrance, in-order to get a temporary badge assigned. Temporary badges are valid for one day only.

b) General Contractor employees shall not enter the project site without appropriate badge. They may also be subject to inspection of their personal belongings when entering or leaving the project site.

c) Sterile Processing Service (SPS) is a secured area, staff liaison will be assigned to escort contractor for scheduled install and maintenance visits. Contractor must check-in at SPS administrative office upon arrival. All scheduled install work and scheduled maintenance should also be approved by the COR and using service well in advance (excluding emergency calls).

d) Contractor work outside of administrative hours shall also be scheduled with the COR. Contractor shall sign-in/out at the Police dispatch for all work outside of normal business hours.

e) All employees of General Contractor and subcontractors shall comply with the VA’s security management program and obtain permission of the VA police, by identity of project and employer, and restricted from unauthorized access.

f) No photography of VA premises is allowed without written permission of the Contracting Officer (CO).

g) Key Control: No keys will be issued for this requirement.

2.5 INFECTION CONTROL: The contractor shall be responsible for ensuring infection control measures are in place during installation and maintenance procedures. Any work creating dust or debris will require containment to prevent contamination. Contractors will be required to dress out prior to entering controlled sterile processing areas. Dress out attire is provided for use at the entrance of each of these areas.

2.6 PHYSICAL SECURITY: The contractor shall be responsible for safeguarding all government equipment, information and property provided for contractor use. At the close of each work period, government facilities, equipment, and materials shall be secured.

2.7 PARKING: Parking in the VA garage is prohibited. There will be no assigned spots for the contractor, however, designated parking spots for service contractors and venders is available at the rear of the facility. These said spots are on a “first come first serve” basis. Contractor is to contact COR if no parking is available to make other arrangements. Contractor to limit vehicles on site to “no more than two”, since space is limited.

2.8 STORAGE: Storage is only permitted in designated areas, no areas have been defined in this SOW, any such areas needed must be submitted to COR for approval.

2.9 GOVERNMENT FURNISHED PROPERTY: Any Government furnished property (additional from existing) or labor needed for systems maintenance, such as installation or modification to plumbing, electrical, architectural components shall be clearly delineated in contractor’s quote.

3.0 Post Award Conference/Periodic Progress Meetings: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation Subpart 42.5. The Contracting Officer, Contracting Officers Representative (COR), and other Government personnel, as appropriate, will conduct quarterly meeting with the contractor to review the contractor's performance. At these meetings the Contracting Officer 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 outstanding issues. These meetings shall be at no additional cost to the government and may be conducted telephonically.

3.1 Contracting Officer Representative (COR): The (COR) will be identified by separate delegation letter. The COR will be responsible for monitoring all technical aspects of this BPA and assists in contract administration The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the BPA by conducting inspections as necessary in connection with contract performance: maintain written and oral communications with the contractor concerning technical aspects of the contract: issue written interpretations of technical requirements, including Government drawings, designs, specifications: monitor contractor's performance and notifies both the Contracting Officer and contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the contractor, states the responsibilities and limitations of the COR, especially regarding changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

3.2 Critical Water (RO) minimum requirements at Point of Use (POU):

a) Hardness: < 1 mg/L

b) Conductivity (mg/L = ppm): < 1 μS/cm

c) PH:5-7

d) Chlorides: < 1 mg/L

e) Bacteria: < 10 cfu/mL

f) Endotoxin: < 10 EU/mL

END OF STATEMENT OF WORK

B.3 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs:

B.4 ADMINISTRATIVE DATA

A Blanket Purchase Agreement (BPA) is hereby established between and the Department of Veterans Affairs under the following terms and conditions incorporated in this BPA:

Primary Point of Contact:

Alternate Point of Contact:

DUNS NUMBER:

Cognizant Office (Include complete address):

Department of Veterans Affairs Network Contracting Office 9 (90C)

NCO 9

1639 Medical Center Parkway, Suite 400 Murfreesboro TN 37129

B.5 PRICING DATA

1. The prices included on the BPA list (or applicable "discounted" rates submitted in a quote response to an RFQ resulting in award) that are in effect on the effective date of an order shall govern that order's basic performance period. With regard to any option years, which are later exercised, the proposed option year rates as incorporated into the order award are in effect until such time, if applicable, that the contractor has been authorized a rate increase culminating from a negotiation with the Contracting Officer.

2. The BPA holder can voluntarily reduce quoted prices at any time by giving 24-hour advance notice (by facsimile or electronic-mail) to the Department of Veterans Affairs/Contracting Officer. This BPA also allows for additional discounts if a "large order" is placed at one time. An advanced notice is not required for discounts quoted for only an individual order. Whether an order is large enough to warrant such a discount is subject to the discretion of the BPA holder.

3. The BPA holder may also increase BPA prices at any time. Any BPA price increase shall not take effect until the Department of Veterans Affairs Contracting Officer receives written notification (U.S. mail, facsimile, or electronic-mail). Any order already issued shall not be affected by any change to BPA pricing. The prices quoted under this BPA will undergo annual review by the Department of Veterans Affairs Contracting Officer.

B.6 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 30 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended BPA shall be considered to include this option provision.

B.7 SEGREGATION OF COSTS

a. The "Payments under Time-and-Materials and Labor-Hour Contracts" clause provides for reimbursement to the contractor of costs incurred for certain items and services purchased directly for the contract, subject to certain limitations set forth in the clause. Such items may include the lease/purchase of equipment, travel expenses for Government- directed travel, consumable materials, tuition and registration fees for specialized training, and other services or items acquired for the Government's account under the Government Property clause. The items and services which the BPA holder is authorized to purchase on a cost- reimbursement basis shall be limited to only those specific items and services described in the order(s) issued to the BPA holder as authorized for purchase.

b. The BPA holder shall segregate costs associated with materials and other items authorized to be purchased on a cost-reimbursement basis (to be specified in each order) from other costs associated with the performance of this contract in such a manner that at any time the costs subject to reimbursement under each order shall be readily ascertainable.

c. The "Ceiling Price" referred to in the "Payments under Time and Materials and Labor-Hour Contracts" clause shall be the ceiling price as stated in each order.

B.8 GENERAL SERVICES ORDERS

a. The BPA holder shall furnish all the necessary qualified personnel, materials, facilities and management resources to furnish the services set forth in the Statement of Objectives (SOO) or the Performance Work Statement (PWS) within the terms specified and at the price(s) stated.

b. It is understood and agreed that the BPA holder shall provide Fixed-Price quote when requested by the Contracting Officer (CO). The contractor's quote shall be priced using labor rates and labor categories here in provided. The CO will issue Fixed Priced Orders upon completion of negotiations of contractor quote.

B.9 NONPERSONAL SERVICES

a. In performance of this contract, the BPA holder will provide services as required by program offices to support management of their overall mission. This will be based upon the order's performance work statement for the specific effort. Orders will be formally issued to the BPA holder as opposed to individual BPA holder employees.

b. The services required under the Agreement constitute professional and management services within the definition provided by FAR 37.201. Under this Agreement the Government will obtain professional services, which are essential to the Department of Veterans Affairs mission but not otherwise available within Department of Veterans Affairs.

c. The Government will neither supervise BPA holder employees nor control the method by which the BPA holder performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual BPA holder employees. It shall be the responsibility of the BPA holder to manage their employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the BPA holder feels that any actions constitute, or are perceived to constitute personal services, it shall be the BPA holder's further responsibility to notify the Contracting Officer immediately.

d. These services shall not be used to perform work of a policy/ decision making or management nature. All decisions relative to programs supported by BPA holders will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

B.10 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $88,000.00/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at $440,000.00 over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.11 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

B.12 PERIOD OF PERFORMANCE

This BPA expires on 09-30-2025 or such later ending date as determined by the exercise of any option.

B.13 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

DVA authorizes the following entities to place orders:

NCO-09 Contracting Officers

B.14 ORDER FORMAT

Orders will be placed against this BPA via e-mail, Electronic Data Interchange (EDI), FAX, or in hardcopy format. Each individual BPA Order will describe the tasks, services and deliverables required.

B.15 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

Shawn.Hendricks@va.gov The Primary Contracting Officer's Representative (COR) for projects under this Agreement is:

The Primary COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR and the Contractor's Representative shall work together to ensure that all contractual requirements are being met. The COR will interpret specifications or technical portions of the work. The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government. Only a warranted Contracting Officer is authorized to obligate funds on this or any other contract action.

The contractor shall immediately notify the Contracting Officer in writing if the COR has taken an action (or fails to take action) or issues directions (written or oral) that the contractor considers to exceed the above limitations.

The contractor shall provide the Contracting Officer information copies of all correspondence to the COR.

B.16 FEDERAL HOLIDAYS

Unless specifically authorized in writing by the Contracting Officer, no services will be provided and no charges will be incurred and/or billed to any order on this contract on any of the Federal Holidays listed below.

B.17 PROHIBIT ACTIVITIES

The BPA holder shall not perform tasks under any resultant order which involve the following:

(a) preparation of any statement of requirements, objectives, or needs to be procured by the Government for RO/DI Services services, whether to be acquired by future orders under the current program, or by any other contract action at Department of Veterans Affairs;

(b) evaluation of the qualifications of a potential source or any quote for a contract or order by the Government for RO/DI Services services or any other supplies or services;

(c) formulation of "best value" criteria, acquisition plans, solicitations or strategies for the purchase of RO/DI Services-like services;

(d) preparation of documentation for future orders for RO/DI Services services.

B.18 BPA EMPLOYEE IDENTIFICATION

All support BPA holder personnel will be required to wear company identification badges in order to distinguish themselves from Government (organic) employees. When conversing with Government personnel during business meetings and over the telephone, support BPA holder personnel shall identify themselves as such to avoid situations arising where sensitive topics might be better discussed solely between Government employees. Where practicable, support BPA holders occupying collocated space with their Government program customer should identify their workspace area with their name and company affiliation.

B.19 INVOICES

a. Inspection and acceptance shall be accomplished as follows: The Government, for all services furnished under any resulting order, hereby designates the COR in the program office as the point of final inspection and acceptance. The BPA holder will submit each invoice, including all back-up data, to the Contracting Officer (CO) for review and signature. When the CO receives an accurate and complete invoice, he/she will return a signed copy to the BPA holder within five (5) working days. If the invoice is incomplete or inaccurate, the CO will return the unsigned invoice to the BPA holder for correction. The Contracting Officer will then forward the signed invoice to the Chief Financial Officer (CFO) for payment. Final payment for each order will be accomplished by final invoice accompanied by a receiving report.

b. An itemized invoice shall be submitted to the CO at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. Copies of delivery tickets shall support these invoices. "Approved-for-payment" invoices will be submitted to the payment address specified on each individual order issued under this BPA.

B.20 PRECEDENCE

36C24921Q0003 The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(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 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 quoted;

(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 32.608-2 of the Federal Acquisition Regulation 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…