36C25026Q0027.docx

36C25026Q0027

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

583-26-1-669-0009 36C25026Q0027 10-01-2025 Seevers, Courtney R.

216-791-3800 ext. 11288 10-22-2025

12:00 PM

EDT

Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490 Independence OH 44131 X 238220 $19 Million N/A X Department of Veterans Affairs Richard L. Roudebush VA Medical Center Attn: SPS 1481 W. 10th St Indianapolis IN 46202 Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490 Independence OH 44131

36C250 Department of Veterans Affairs Financial Services Center Invoices to be Submitted Electronically http://www_tungsten-network.com/customer campaigns/veterans-affairs-us/ See CONTINUATION Page The Richard L. Roudebush VA Medical Center requires services for testing on all water and steam systems utilized in the reprocessing of reusable medical devices.

All questions will be answered via Solicitation Amendment.

All questions must be submitted in writing to the Contract Specialist at Courtney.Seevers@va.gov no later than 10/08/2025, by 12:00 PM ET.

See CONTINUATION Page 583-3660162-669-854100-2543 010055590 X X X One(1) Peart, Kristina L.

Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

Courtney Seevers Courtney.Seevers@va.gov Department of Veterans Affairs Network Contracting Office (NCO) 10 6100 Oak Tree Blvd., Suite 490 Independence OH 44131 Contracting Officer Kristina L. Peart Kristina.Peart@va.gov Department of Veterans Affairs Network Contracting Office (NCO) 10 24 Frank Lloyd Wright Drive Lobby M, Suite M2200 Ann Arbor, MI 48106

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

[X] 52.232-33, Payment by Electronic Funds Transfer – System for Award Management.

3. INVOICES: Invoices shall be submitted in arrears:

c. Other: [ X ] Monthly to: https://www.tungsten-network.com/customer-campaigns/veteransaffairs

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests. Tungsten Network: https://www.tungsten-network.com/customer-campaigns/veteransaffairs

5. Late Quote Submission: Late submissions may not be considered.

6. SUBMISSION OF OFFER:

3.) The Price/Cost Schedule, Section B 4.) 52.209-7, Information Regarding Responsibility Matters 5.) 52.212-3, Representations and Certifications, or valid completion of SAM is acceptable 6.) Information shall be received by the date and time specified in Block 8 of SF 1449 in order to be considered for award.

7.) Quote Format and Structure - To provide a basis for sound evaluation by the Government, Quoters must submit a complete quote. The information provided shall be concise, factual, complete, and demonstrate the Quoter's capacity and capability to satisfactorily perform the requirements outlined in the solicitation. Quotes will be considered only from Quoters that are regularly established in the business and in the judgment of the Government, are deemed financially responsible and able to show evidence of appropriate experience.

b. By submission of an offer, the offeror acknowledges the requirement that the prospective awardee shall be registered in the System for Award Management (SAM) database prior to award. Offerors who are not registered in SAM should consider applying for registration immediately. Registration in SAM is a requirement to conduct business with the Federal Government. If the prospective awardee is not registered in SAM within the timeframe specified by the Contracting Officer, the successful offeror will be removed from further consideration for award. Offerors can register in SAM at https://www.sam.gov.

c. Simplified Acquisition Procedures of FAR Part 12 and 13 are being used to conduct this procurement.

e. Offeror must be certified in the SAM representations and certifications in FAR 52.212-3 for the NAICS Code assigned to the procurement.

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

B.2 ELECTRONIC INVOICE SUBMISSION AND INVOICING

VENDOR ELECTRONIC INVOICE SUBMISSION REQUIREMENTS AND METHODS

E-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

1. VA’s Electronic Invoice Presentment and Payment System – the FSC uses a third-party contractor, Tungsten Network (referred to OB10), to transition vendors from paper to electronic invoice submission. Please go to website: https://www.tungsten-network.com/customer-campaigns/veteransaffairs to enroll in the program and begin submitting the electronic invoices, free of charge.

1. A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI website is: http://www.x12.org

1. Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have questions about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

2. Tungsten e-Invoice Setup Information: 1-877-489-6135

2. Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

2. FSC e-Invoice Contact Information: 1-877-353-9791

2. FSC e-Invoice email: vafsccshd@va.gov

BILLING AND INVOICING

1. In accordance with this contract, all services shall be billed in arrears monthly.

2. Contractor shall only bill for services and for line-items delivered.

3. A proper invoice that is submitted for payment; shall be accepted and certified for payment if:

i. Monthly invoice is submitted in arrears, no later than the 15th business day of the following month that services were rendered.

ii. Invoice contains in addition to the information required for submission of a ‘proper’ invoice in accordance with FAR 52.212-4(g) the following information:

a. Name and Address of the Contractor

b. Invoice Date and Invoice Number

c. Contract Number

d. Contract Order Number

e. Purchase Order Number

f. Date Range of Services Provided

g. Description of Services Provided

h. Line/Sub-Line Item number(s) of services provided

i. Quantity of each Line/Sub-Line Item

j. Unit Rate for each Line/Sub-Line Item

k. Total Cost for each Line/Sub-Line Item

l. Total Invoice Cost

4. The Certifying Official will confirm the information in the submitted invoice to the contract and invoice to ensure it is correct and valid.

i. If the invoice submitted is not a proper invoice, the certifying official shall refuse the invoice with a detailed statement as to why the invoice was refused.

ii. Contractor shall make corrections and resubmit using a separate invoice number, notating the invoice number it is replacing.

B.3 CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS)

1. As prescribed in FAR Part 42.15, the Department of Veterans Affairs (VA) evaluates contractor past performance on all contracts and contracts that exceed $250,000.00 and shares those evaluations with other Federal Government contract specialists and procurement officials. The FAR requires that the contractor be provided an opportunity to comment on past performance evaluations prior to each report closing. To fulfill this requirement VA uses an online database, CPARS, which is maintained by the Naval Sea Logistics Center in Portsmouth, New Hampshire. CPARS also includes access to Federal Awardee Performance and Integrity Information System (FAPIIS). FAPIIS is a web-enabled application accessed via CPARS for contractor responsibility determination information.

2. Each contractor whose contract award is estimated to exceed $250,000.00 requires a CPARs evaluation. A government Focal Point will register your contract within 30 days after award and, at that time, you will receive and email message with a User ID (to be used when reviewing evaluations). Additional information regarding the evaluation process can be found at www.cpars.gov or if you have any questions, you may contact the Customer Support Desk at DSN: 684-1690 or COMM: 207-438-1690.

3. For contracts with a period of one year or less, the contracting officer will perform a single evaluation when the contract is complete. For contracts exceeding one year, the contracting officer will evaluate the contractor’s performance annually. Interim reports will be filed each year until the last year of the contract, when the final report will be completed. The report shall be assigned in CPARS to the contractor’s designated representative for comment. The contractor representative will have 60 days to submit any comments and re-assign the report to the CO.

4. Failure for the contractor’s representative to respond to the evaluation within those 60 days will result in the governments evaluation being placed on file in the database with a statement that the contractor failed to respond. The Contractor’s representative will be locked out of the evaluation and may no longer send comments.

B.4 PRICE/COST SCHEDULE

ITEM INFORMATION

Utility Water Chemistry Test Contract Period: Base POP Begin: 11-15-2025 POP End: 11-14-2026 PRINCIPAL NAICS CODE: 238220 - Plumbing, Heating, and Air-Conditioning Contractors PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Chemistry Test

POP Begin: 11-15-2025 POP End: 11-14-2026

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Bacteria Test

POP Begin: 11-15-2025 POP End: 11-14-2026

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Endotoxin Test

POP Begin: 11-15-2025 POP End: 11-14-2026

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Steam Water Chemistry Test

POP Begin: 11-15-2025 POP End: 11-14-2026

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Utility Water Chemistry Test Contract Period: Option 1 POP Begin: 11-15-2026 POP End: 11-14-2027

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Chemistry Test

POP Begin: 11-15-2026 POP End: 11-14-2027

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Bacteria Test

POP Begin: 11-15-2026 POP End: 11-14-2027

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Endotoxin Test

POP Begin: 11-15-2026 POP End: 11-14-2027

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Steam Water Chemistry Test

POP Begin: 11-15-2026 POP End: 11-14-2027

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Utility Water Chemistry Test Contract Period: Option 2 POP Begin: 11-15-2027 POP End: 11-14-2028

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Chemistry Test

POP Begin: 11-15-2027 POP End: 11-14-2028

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Bacteria Test

POP Begin: 11-15-2027 POP End: 11-14-2028

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Endotoxin Test

POP Begin: 11-15-2027 POP End: 11-14-2028

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Steam Water Chemistry Test

POP Begin: 11-15-2027 POP End: 11-14-2028

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Utility Water Chemistry Test Contract Period: Option 3 POP Begin: 11-15-2028 POP End: 11-14-2029

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Chemistry Test

POP Begin: 11-15-2028 POP End: 11-14-2029

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Bacteria Test

POP Begin: 11-15-2028 POP End: 11-14-2029

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Endotoxin Test

POP Begin: 11-15-2028 POP End: 11-14-2029

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Steam Water Chemistry Test

POP Begin: 11-15-2028 POP End: 11-14-2029

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Utility Water Chemistry Test Contract Period: Option 4 POP Begin: 11-15-2029 POP End: 11-14-2030

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Chemistry Test

POP Begin: 11-15-2029 POP End: 11-14-2030

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Bacteria Test

POP Begin: 11-15-2029 POP End: 11-14-2030

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Critical Water Endotoxin Test

POP Begin: 11-15-2029 POP End: 11-14-2030

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Steam Water Chemistry Test

POP Begin: 11-15-2029 POP End: 11-14-2030

PRODUCT/SERVICE CODE: H946 - Other Quality Control, Testing, and Inspection - Water Purification and Sewage Treatment Equipment

Base Year

Option Year One (1)

Option Year Two (2)

Option Year Three (3)

Option Year Four (4)

Aggregate Total (Base + Options, if exercised)

B.5 STATEMENT OF WORK

Background: The medical center is required to complete testing on all water and steam systems utilize in the reprocessing of reusable medical devices. Water impurities can have adverse effects on medical devices and patient outcomes. The requirements of Association for the Advancement of Medical Instrumentation (AAMI) ST108: Water for the Processing of Medical Devices are intended to mitigate the risks associated with water identified to be in improper quality.

Scope: The Richard L Roudebush VA Medical Center, Indianapolis requires water quality testing to meet the criteria of AAMI ST108 for reprocessing of reusable medical equipment. This is located at the Richard L Roudebush VA Medical Center, located at 1481 W. 10th Street, Indianapolis, IN 46202. Services shall be in accordance with the terms, conditions, provisions and schedule of the contract.

Specific Tasks For Testing-Deliverable Product:

1. Contractor shall provide all labor, materials, equipment, transportation, lodging and supervision necessary to collect appropriate samples and deliver to a lab meeting requirement for processing of AAMI ST108.

2. Contractor shall provide training to SPS and Engineering personnel on AAMI ST108 requirements and responsibilities within one (1) week of contract award.

3. Contractor shall provide same tester each time to avoid the need of an escort. Escort shall be provided for first month of testing.

4. Tester shall be proficient in AAMI ST108 testing methods and procedures and documentation of training shall be provided.

5. Lab shall be within one hour driving distance of VAMC to allow for emergency sample drop-off if needed by facility personnel.

6. Contractor shall provide pH hardness color metric dipsticks to the Richard L Roudebush VAMC. Contractor shall calibrate the government owned resistivity meter monthly during their testing visit and provide a calibration certification with this visit as part of the report. Contractor shall provide a detailed site-specific operation manual and training to the Richard L Roudebush VAMC SPS personnel and Engineering staff as well as training on use, results analysis, and mitigation of the tests performed.

Utility Water Testing

Critical Water Testing

Steam Testing

Performance: The Government shall document performance. Any report shall become a part of the supporting documentation for any contractual action.

General Requirements

1. All on site work shall be coordinated with the Contracting Officer Representative (COR), at least seven (7) days prior to performance of services.

2. For testing services performed during normal work hours, 7:30 a.m. to 4:00 p.m. (Not including Federal holidays) at the Richard L Roudebush VA Medical Center, contractor’s tester shall report to Sterile Processing Services Administrative Officer, Building 1, RM A-B109, 317-955-9845.

3. Federal Holidays - The eleven holidays observed by the Federal Government are New Year’s Day, Birthday of Martin Luther King, Jr., Washington’s Birthday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. Also, any other day declared by the President of the United States to be a national holiday.

4. The contractor shall respond to routine communications within 48 hours.

5. The contractor shall provide emergency response, including a site visit if requested, within 4 hours of the request, 24 hours a day, and 365 days per year.

6. Situations requiring more frequent analysis and/or special testing other than the specified requirements may arise. Contractor shall not perform any extra cost work without written authorization from the contracting officer.

7. Any deficiencies or problems noted with VA test results or with the water treatment system test results are to be reported immediately to the COR. If problems are identified, the contractor shall recommend corrective actions immediately.

Deliverables

1. The contractor shall provide complete written reports within 5 business days after each analysis and inspection.

a. The reports shall include all test results, the date of the test, testing parameters, recommendations, and a review with the COR.

b. Each report shall highlight the results with a green for pass and red for fail, indicating whether the results pass or fail the parameters specified in AAMI ST108.

c. For any products utilized in the testing process, the following shall be documented on the report: name, ingredients, control range, test procedures, physical state (liquid, powder, etc.), container size, method of delivery, compatibility with present materials being used, catalog data, Material Safety Data Sheets (MSDS) sheets.

2. The reports shall be sent to the COR.

Security and Safety Requirements:

1. Contractor shall not have access to VA Sensitive Information, patient records, or data. The Contractor's employees shall wear visible identification and company uniforms approved by the COR at all times while on the premises of the VAMC.

2. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section or from the COR. The VAMC will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

3. Smoking is prohibited inside any buildings at the VAMC.

4. Possession of weapons is prohibited.

5. Enclosed containers, including tool kits, shall be subject to search.

6. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

7. The Certification and Accreditation (C&A) requirements do not apply, and a Security Accreditation Package is not required.

8. Contractor personnel must follow all VA policies on personal protective equipment (PPE), cleanliness, and area restoration following maintenance.

Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI): The Richard L Roudebush VA Medical Center shall furnish a resistivity meter but will not furnish parts and/or any other test equipment for the performance of this contract. It is the responsibility of the contractor to bring the appropriate equipment; and/or supplies necessary to complete the work as required per this contract.

Other Pertinent Information or Special Considerations: All work shall be performed by personnel qualified to work on the specific equipment. All work performed shall be compliant with AAMI ST108 guidelines and shall be designed to assure that the Richard L Roudebush VA Medical Center is providing the best possible water to process reusable medical equipment.

Place of Performance: The Richard L Roudebush Department of Veterans Affairs Medical Center located at 1481 W. 10th Street, Indianapolis, IN 46202. AAMI ST108 testing shall take place in Sterile Processing department, Reverse Osmosis mechanical room, and GI Decontamination processing.

36C25026Q0027

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

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

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

(End of Clause)

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

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

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

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

(End of Clause)

C.4 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

(End of Clause)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause)

C.6 VAAR 852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 2022)

The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation letter shall be furnished to the Contractor.

(End of Clause)

C.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.8 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (JAN 2023) (DEVIATION)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business certification status and their proposed use of eligible certified service-disabled veteran-owned small businesses (SDVOSBs) and certified veteran-owned small…