36C25219Q0427-001.docx

36C25219Q0427

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

36C25219Q0427 03-20-2019

GAYLES,ANTAEUS

224-610-3913 03-27-2019 36C252 Department of Veterans Affairs Captain James A. Lovell 3001 Green Bay RD North Chicago

Il

60064 X X 811219 $20.5 Million X N/A X 36C252 Jesse Brown VA Hospital Department of Veterans Affairs 820 S Damen Ave Chicago

Il

60612 36C252 Department of Veterans Affairs Captain James A Lovell 3001 Green Bay Rd North Chicago

Il

60064

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin

TX

78714-9971 877-353-9791 512-460-5540 See CONTINUATION Page

STERILIZERS, SCOPE PROCESSORS, WARMING CABINETS, AND RELATED

EQUIPMENT

Contractor shall provide all tools, labor, materials, supervision and transportation necessary to perform all Emergency Service and Preventative Maintenance Inspections on steam sterilizers, ETO sterilizers, cart wash warming cabinets and related items.

POC Antaeus Gayles email-antaeus.gayles@va.gov Location: 820 S Damen Ave Chicago Il 60612 100% Set Aside for Small Business Base Plus 4 year Contract Please include pricing for the total time of the contract !!

TOTAL CONTRACT 5 YEARS

See CONTINUATION Page X X Antaeus Gayles Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

CONTINUATION PAGE

SECTION B - CONTINUATION OF SF 1449 BLOCKS

a. CONTRACTOR:

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

a. 52.232-33, Payment by Electronic Funds Transfer System - System for Award Management (Jul. 2013)

3. INVOICES: Invoices shall be submitted in arrears electronically in accordance with:

a. 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2012)

b. Monthly

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

· Tungsten Network e-Invoice Setup Information: (877)752-0900 (Option 2 – Enrollment)

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

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

· VAFSC Email: vafsccshd@va.gov

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

NOTE: The Contracting Officer is the only person authorized to approve changes or modify any requirements that will affect price, quantity, or quality of performance of this contract. Any additional work performed by the Contractor without this approval, shall be considered to have been made without authority, and therefore will be performed by the Contractor at no additional cost to the Government.

36C25219Q0427

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I. GENERAL REQUIREMENTS:

A. SCOPE OF WORK: Contractor shall provide all tools, labor, materials, supervision and transportation necessary to perform all Emergency Service and Preventative Maintenance Inspections on steam sterilizers, ETO sterilizers, cart washers, warming cabinets and related items, in accordance with VA policies, guidelines as related to the Sterilization Equipment (excluding the Research Department), at the VA Jesse Brown Medical Center, 820 South Damen Avenue, Chicago, Illinois 60612

STERILIZERS, SCOPE PROCESSORS, WARMING CABINETS, AND RELATED EQUIPMENT

This agreement will be for a contract for yearly repair, quarterly preventive maintenance, inspections, and preventive maintenance parts, software upgrades for the included list of equipment. This equipment includes but is not limited to steam sterilizers, ETO sterilizers, cart washers, warming cabinets and related items. All items were manufactured by Steris or companies now controlled by Steris. All equipment is located at VA Jesse Brown Medical Center, 820 S. Damen, Chicago, Illinois.

The contract will be in place to cover business hours of operation. The contract will be a full-service contract covering parts and labor for repairs, inspections, and quarterly preventive maintenance. Software upgrades for equipment that qualifies will be included. The contractor shall return initial trouble calls within two (2) hours and arrive on-site within two (2) hours after receipt of this second notification and will proceed progressively to completion without undue delay.

Contractor shall schedule quarterly preventive maintenance and inspections with COR and the using service. Contractor shall have overtime approved by COR prior to commencing work. Copies of Field Service Reports (FSR) will be left with COR unless other arrangements were made per call. Electronic FSR will be acceptable.

B. STATEMENT OF WORK: In an effort to improve the reliability of the existing equipment and for compliance with VHA Directives, and standards, the awarded contractor shall provide diagnostic reports as requested. There are 29 equipment items for service under this requirement. They are in numerous locations throughout the campus, with varying degrees of accessibility.

II. EQUIPMENT IDENTIFICATION

III. DEFINITIONS/ACRONYMS:

A. Biomedical Engineer(ing) Supervisor or designee.

B. CO Contracting Officer

C. COR Contracting Officer's Technical Representative

D. PM Preventive Maintenance Inspection. Services which are periodic in nature and are required to maintain the equipment in such condition that it may be operated in accordance with its intended design and functional capacity with minimal incidence of malfunction or inoperative conditions.

E. FSE Field Service Engineer. A person who is OEM authorized by the contractor to perform maintenance (corrective and/or preventive) services on the VAMC premises.

F. ESR Vendor Engineering Service Report. A documentation of the services rendered for each incidence of work performance under the terms and conditions of the contract.

G. Acceptance Signature VA employee who indicates FSE demonstrated service conclusion/status and user has accepted work as complete/pending as stated in ESR.

H. Authorization Signature COR's signature; indicates COR accepts work status as stated in ESR.

I. NFPA National Fire Protection Association.

J. CDRH Center for Devices and Radiological Health.

K. VAMC Department of Veterans Affairs Medical Center

L. VAH - Department of Veterans Affairs Hospital

M. CHCH – Chicago Health Care System

IV. CONFORMANCE STANDARDS:

Contractor shall ensure that the equipment functions in conformance with the latest published edition of NFPA99. The equipment covered by this contract shall be maintained in accordance with the manufacturer's standards/specifications. Preventive Maintenance Inspection/Repair procedures shall be in accordance with the manufacturer's specifications and schedule for PMs.

V. OPERATIONAL UPTIME REQUIREMENTS:

The equipment covered by this contract shall be operable and available for use during the normal operating hours of the equipment as detailed in paragraph VI., HOURS OF COVERAGE. Downtime will be computed from notification of problem during normal work hours. Scheduled maintenance will be excluded from downtime. (Normal work hours are 8:00 AM to 5:00 PM, Monday through Friday, excluding national holidays.) Operational Uptime will be computed during a month-long time period. Repeated failure to meet this requirement can subject the contractor to DEFAULT action.

VI. HOURS OF COVERAGE:

A. Normal hours of coverage are Monday through Friday from 8:00 AM to 5:00 PM, excluding holidays. All service/repairs will be performed during normal hours of coverage unless requested or approved by the COR or his designee.

Special Notes: The VA will have access to a technical support hotline at ____________ ext. ________ during the hours of 8am – 5pm. Cost for same is included in the contract price.

B. Preventive maintenance will be performed per manufacturer's specifications during normal hours of coverage.

C. Federal Holidays observed by the VAMCs are:

1) Also included would be any other day specifically declared by the President of the United States to be a National Holiday.

2) When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U.S. Government agencies. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday.

VII. UNSCHEDULED MAINTENANCE (Emergency Repair Service)

A. Contractor shall maintain the equipment in accordance with the manufacturer's specifications. The Contractor will provide repair service, which may consist of calibration, cleaning, oiling, adjusting, replacing parts, and maintaining the equipment, including all intervening calls necessary between regular services and calibrations. All required parts shall be furnished in accordance with Section IX, Parts. All emergency services and repairs shall be billed at the hourly rate identified in this contract to include travel to and from the facility. Contractor shall notify the Contracting Officer of emergency services no later than the next business day of performing emergency services.

B. The COR or VA authorized designated alternate has the authority to approve/request a service call from the Contractor.

C. Response Time: Contractor's FSE must respond with a phone call to the COR or his/her designee within two (2) hours after receipt of telephoned notification. If the problem cannot be corrected by phone, the FSE will commence work (onsite physical response) within two (2) hours after receipt of this second notification and will proceed progressively to completion without undue delay. For example, if hours of coverage are 8:00 a.m. to 6:00 p.m., Monday through Friday, a two (2) hour response means, if a call is placed at 4:45 p.m., Monday, August 10th, the FSE must start onsite service before 8:45 a.m., Tuesday, August 11th, except when outside hours of coverage is authorized by the COR. Repeated failure to meet this requirement can subject the contractor to DEFAULT action.

D. Labor: Time allowance for such work will be the actual hours of direct labor necessary to complete the job and is to be reconciled with any job ticket or other documentation. Transportation charges for repairmen will not be billed or paid under a resulting contract.

VIII. SCHEDULED MAINTENANCE:

A. The Contractor shall perform PM Service to ensure that equipment listed in the schedule performs in accordance with Section III. Conformance Standards. The Contractor shall provide and utilize procedures and checklists with worksheet originals indicating work performed and actual values obtained (as applicable) provided to the COR at the completion of the PM. The contractor shall provide written description of Preventive Maintenance Inspections (PMI). This description shall include an itemized list of the procedures performed, including electrical safety. PM services shall include, but need not be limited to, the following:

1. Cleaning of equipment.

2. Reviewing operating system software diagnostics to ensure that the system is operating in accordance with the manufacturer's specifications.

3. Calibrating and lubricating the equipment.

4. Performing remedial maintenance of non emergent nature.

5. Testing and replacing faulty and worn parts and/or parts likely to fail or become worn.

6. Inspecting, and replacing where indicated, electrical wiring and cables for wear and fraying.

7. Returning the equipment to the operating condition defined in Section IV, Conformance Standards OR the manufacturer's specifications.

8. Providing documentation of services performed.

PM services shall be performed in accordance with manufacturer’s specifications, and during the hours defined in. All exceptions to the PM schedule shall be arranged and approved in advance with the COR.

Any charges for parts, services, manuals, tools, or software required to successfully complete scheduled PM are included within this contract, and it’s agreed upon price, unless specifically stated in writing otherwise.

IX. PARTS

The Contractor shall furnish and replace parts to meet uptime requirements and ensure compliance Conformance Standards in Section IV of this contract. The Contractor has ready access to unique and/or high mortality replacement parts. All parts supplied shall be compatible with existing equipment.

For all items the contractor shall include all parts, except for disposable such as charts, ink rolls, printer paper, detergents, and sterilizing monitoring materials. Gaskets will not be considered disposable, and will be provided at no additional charge. Freon will not be considered a disposable, and the contractor is responsible for providing all “Freon” needed for test purposes at no additional charge.

The Contractor shall use new or rebuilt parts. However, used parts, or those removed from another piece of equipment, shall not be installed without approval by the COR.

X. SERVICE MANUALS:

The VAMC will not provide service manuals or service diagnostic software to the contractor. The contractor shall obtain, have on file, and make available to its FSE's all operational and technical documentation (such as; operational and service manuals, schematics, and parts list), which are necessary to meet the performance requirements of this contract. The location and listing of the service data manuals, by name and/or the manuals themselves, shall be provided to the CO upon request.

XI. DOCUMENTATION/REPORTS:

The documentation will include detailed descriptions of the scheduled and unscheduled maintenance (i.e., emergency repairs) procedures performed, including replaced parts and prices (for outside normal working hour services) required to maintain the equipment in accordance with Conformance Standards or the manufacturer's specifications. Such documentation shall meet the guidelines as set forth in the Conformance Standards Section. In addition, each ESR must, at a minimum, document the following data legibly and in complete detail:

A. Name of contractor;

B. Name of FSE who performed services;

C. Contractor service ESR number/Log number;

D. Date, time (starting and ending), equipment downtime and hours onsite for service call;

E. VA purchase order number(s) covering the call (if outside normal working hours);

F. Description of problem reported by COR/user (if applicable);

G. Identification of equipment to be serviced (invoice ID number, manufacturer's name, device name, model number, serial number, and any other manufacturer's identification numbers);

J. Signatures:

1. FSE performing services described; and

2. VA employee who witnessed service described.

NOTE: Any additional charges claimed must be approved by the CO before service begins!

XII. REPORTING REQUIREMENTS:

The Contractor shall be required to report to Biomedical service and VA police service to check in. This check-in is mandatory. When the service is completed, the FSE shall document services rendered on a legible ESR(s). The FSE shall be required to log out with Engineering Service and submit the ESR(s) to the COR. All ESRs shall be submitted to the equipment user for an "acceptance signature", and to the COR for an "authorization signature". If the COR is unavailable, a signed, authorized copy of the ESR(s) will be sent to the Contractor after the work can be reviewed (if requested or noted on the ESR).

A. VA Jesse Brown Medical Center, 820 South Damen Avenue, Chicago, Illinois 60612

Prior to starting contract service, the service representative shall report to General Foreman at The Temporary Building. After normal business hours use in-house phone and dial 1-941 to call the night mechanic and leave message to page that individual.

VA Engineering Service Contact Person: Nyomari Serrano at (312) 569-7179

Location (Building/Room Number): Engineering Service, Biomedical 7th floor Damen bldg

Alternate Contact Person: Michael Randolph at (312) 569-7181

CONTRACTOR Provide telephone number(s) to call for your Service Department:

XIII. PAYMENT:

Invoices will be paid in arrears on a monthly basis. All Invoices MUST INCLUDE, at a minimum, the following information: Contract no., Purchase Order No. All invoices shall be submitted to the following address for processing:

DEPARTMENT OF VETERANS AFFAIRS

PRIOR TO SUBMITTAL OF INVOICE, THE CONTRACTOR IS INSTRUCTED TO VERIFY THE COST INTENDED TO BILL, WITH APPLICABLE COR, FOR EACH LOCATION.

XIV. REPORTING REQUIRED SERVICES BEYOND THE CONTRACT SCOPE:

The Contractor shall immediately, but no later than twenty-four (24) consecutive hours after discovery, notify the CO and COR (in writing) of the existence or the development of any defects in, or repairs required, to the scheduled equipment, which the contractor considers he/she is not responsible for under the terms of the contract. The contractor shall furnish the CO and COR with a written estimate of the cost to make necessary repairs.

XV. CONDITION OF EQUIPMENT:

The contractor accepts responsibility for the equipment described in Section II, Equipment Identification in "as is" condition. Failure to inspect the equipment prior to contract award will not relieve the Contractor from performance of the requirements of this contract.

XVI. COMPETENCY OF PERSONNEL SERVICING EQUIPMENT:

A. Each respondent must have an established business. The staff includes a "fully qualified" FSE and another "fully qualified" FSE who will serve as the backup.

B. "Fully Qualified" is based upon training and on experience in the field. For training, the FSE(s) has successfully completed a formalized training program, for the equipment identified in the Schedule. For field experience, each FSE has a minimum of two (2) years of experience with respect to scheduled and unscheduled preventive and remedial maintenance on equipment listed herein.

C. The FSEs shall be authorized by the contractor to perform the maintenance services. All work shall be performed by "Fully Qualified" competent FSEs. The Contractor shall provide written assurance of the competency of their personnel and a list of credentials of approved FSEs for each make and model the contractor services at the VAMC as listed in Section II. The CO may authenticate the training requirements, request training certificates or credentials from the Contractor at any time for any personnel who are servicing or installing any VAMC equipment. The CO and/or COR specifically reserve the right to reject any of the Contractor's personnel and refuse them permission to work on the VAMC equipment.

D. If subcontractor(s) are used, they must be approved by the CO; the Contractor shall submit any proposed change in subcontractor(s) to the CO for approval.

XVII. TEST EQUIPMENT:

Prior to commencement of work on this contract, the contractor shall make available to the VAMC a copy of the current calibration certification of all test equipment which is to be used by the contractor on the VAMC's equipment. This certification shall also be provided on a periodic basis when requested by the VAMC. Test equipment calibration shall be traceable to a national standard.

The contractor shall supply all personal protective equipment needed for their service representatives to repair and maintain the sterilizers covered by this contract. The personal protective equipment is to include, but may not be limited to, a disposable laboratory coat and gloves. The disposable laboratory coat is to remain at the job site upon completion of the service call.

XVIII. IDENTIFICATION, PARKING, SMOKING, AND VA REGULATIONS:

The Contractor's FSE’s shall wear visible identification at all times while on the premises of the VAMC. 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. The VAMC will not invalidate or make reimbursement for parking violations of the Contractor under any conditions. Smoking is prohibited inside any buildings at the VAMC. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

XIX. PRE-WORK ORIENTATION

A. Contractor shall attend a pre-work orientation meeting prior to the commencement of work on-site. The VA will schedule this meeting and it will include discussion of the following topics: (VA will provide information to the contractor regarding these topics and will document the meeting)

a. Fire and Safety

b. Infection control

c. Disaster procedures

d. Other

B. The Contractor shall be responsible to ensure that Contractor employees coming to the work site will receive the information required above.

C. The Contractor shall be responsible to ensure Contractor employees providing work on this contract are fully trained and completely competent to perform the required work.

XX. CONTRACTOR LICENSE

The Contractor shall be licensed in the State of Illinois to perform associated services under the terms and conditions of this contract.

XXI. CONTRACTOR ACCESSIBILITY

The Contractor shall assign a company representative as a contact point for liaison between the Contractor and the Contracting Officer’s Technical Representative (COR). This company representative is to physically visit the site quarterly and submit, in writing (memorandum, e-mail or any other medium as directed by the COR), the results of such visits and the status of STERILIZER EQUIPMENT to the COR.

It is preferred that the Contractor maintain an office within the Chicago Metropolitan area. However, “supervisors” not on-site must be available to respond and report to the VA Jesse Brown facility within two (2) hours.

XXII. CONTRACTING OFFICER TECHNICAL REPRESENTATIVE (COR):

VA Contact Person(s): (COR): Mr. Dennis Minefee, at Facilities Management Service (Engineering), VA Jesse Brown Medical Center, (312) 569-7576 for all services defined herein.

XXIII. TESTING AND CERTIFICATION

Testing and Certification of “Sterilizer Equipment Service/Maintenance” performed by the contractor shall be coordinated between the contractor and the COR.

XXIV. PROTECTION OF GOVERNMENT PROPERTY

During work execution, the Contractor shall take special care to protect Government property including furniture, walls, baseboards, and other surfaces. Accidental splashes shall be removed immediately. Damage resulting from Contractor operations shall be repaired by the Contractor, including painting, refinishing, or replacement (if necessary), at no additional cost to the Government. Contractor shall be responsible to meet all OSHA/Safety requirements in the performance of the work. This shall include but not be limited to taking all the necessary precautions to protect the patients, visitors and/or staff at each location. Contractor shall be held responsible for any injuries and/or damage, which may be caused as a result of the Contractors failure to adhere to these requirements.

DAMAGE: Extreme caution shall be exercised to prevent damage to the building and its contents. Any damage must be reported to the COR immediately for appropriate action. Any damage caused by the Contractor will be repaired and or replaced to the satisfaction of the VA Jesse Brown Medical Center at the Contractor’s expense.

XXV. COMPLIANCE WITH THE GENERAL SAFETY REGULATIONS

(As applicable to on-site services) A. All Contractors and Subcontractors performing services for the Government shall comply with all Occupational Safety and Health Administration (OSHA), State, County and Municipal Safety and Occupational Health Standards and any other applicable rules and regulations. Also all Contractors and Subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area under this contract.

B. All tools, equipment, personal protective equipment, etc. shall be OSHA approved for the work to be performed. Contractor shall use caution signs as required by OSHA Regulations. Caution signs shall be on-site on commencement of Contract.

C. The Contractor shall purchase and issue all chemicals in their original containers. Materials that require precautionary warnings shall have affixed to all containers such labels or markings as are prescribed by law, regulatory agencies or this Contract. Any violation of OSHA may be subject to default action.

D. If applicable, the Contractor shall furnish to the COR two (2) copies of Material Safety Data Sheets (MSDS), for all products proposed for use, a minimum of seven (7) days prior to beginning service, for approval. Contractor must update copies of the MSDS on an annual basis. In addition, each time a new chemical product is proposed to be introduced into the facility, a copy of that product's MSDS must be provided to the COR for approval, prior to the product being used at the facility.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

B.2 DELIVERY SCHEDULE

Page 1 of

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 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 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 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 ITEMS 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 52.217-9 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 ; 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.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-6 Notice of Total Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first…