36C25219Q0653-002.docx

36C25219Q0653

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

695-19-4-133-1417 36C25219Q0653 08-07-2019

EASTMEAD,LORI

414-844-48403 08-22-2019

1200 CT

36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476 X 811219 $20.5 Million N/A X 36C252 Milo C. Huempfner Department of Veterans Affairs 2851 University Avenue Green Bay WI 54311-5855 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 X See CONTINUATION Page Preventive maintenance for the sterile processing water treatment system located at the Milo C. Huempfner, Green Bay VA Community Based Outpatient Clinic (CBOC).

See CONTINUATION Page 695-3690160-133-825500-2520 0100555Y1 X X X one Lori Eastmead Contracting Officer

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

a. CONTRACTOR: ______________________________________ (Contractor’s Name) ______________________________________ (Address) ______________________________________ (City-State-Zip) ______________________________________ (Point of Contact/Title)

PHONE NUMBER ______________________________________

FAX NUMBER ______________________________________

E-MAIL ADDRESS ______________________________________

DUNS NUMBER NO. ______________________________________

CONTRACTOR’S PAST PERFORMANCE POINT OF CONTACT

(IF DIFFERENT THAN ABOVE):

NAME: __________________________________________

EMAIL ADDRESS:_________________________________

b. GOVERNMENT: LORI EASTMEAD, CONTRACTING OFFICER

DEPARTMENT OF VETERANS AFFAIRS

GREAT LAKES ACQUISITION CENTER

115 S. 84TH ST., STE 100

MILWAUKEE WI 53214

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

52.232-33 -- Payment by Electronic Funds Transfer--System for Award Management.

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

a. 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

b. UPON ACCEPTANCE OF SERVICE-MONTHLY IN ARREARS

4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically in accordance with 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

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

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten Network e-Invoice, to transition vendors from paper to electronic invoice submission. Please go to this website: http://Tungsten-Network.com/us/en/veterans-affairs-us/ to begin submitting electronic invoices, free of charge.

For assistance setting up e-Invoice, the below information is provided:

* Tungsten Network e-Invoice Setup Information: 1-877-489-6135

* Tungsten Network e-Invoice email: VA.Registration@Tungsten-Network.com http://VA.Registration@Tungsten-Network.com/

* FSC e-Invoice Contact Information: 1-877-353-9791

* FSC e-invoice email: vafsccshd@va.gov <http://va.gov/>

INVOICES:

Payments shall be made monthly in arrears upon receipt of a properly prepared invoice.

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

Contractor shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.Tungsten-Network.com/Login.aspx. For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

All invoices shall reference the vendor name and address, customer name, contract number, appropriate obligation/funding order number, description of services provided, quantity, unit price, and total invoice amount (any additional info). Invoices shall also include any payment discount terms.

For questions regarding invoice receipt or payment, please call VAFSC directly at 1-877-353-9791 or email vafsccshd@va.gov.

OFFERORS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED HEREIN PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED FOR AWARD.

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

Offers may be submitted by EMAIL ONLY to the address in block 9. A signed and dated 1449 must be included along with all other information requested herein by the due date and time. Offers must be received by the date and time specified in Block 8. CAUTION - LATE Submissions, Modifications, and Withdrawals: See provision 52.212-1. All offers are subject to all terms and conditions of this solicitation NOTE: The maximum size limit for electronic mail (EMAIL) is 7 MB. The VA is not responsible for non-receipt of e-mails that exceed 7MB.

ACQUISITION OF COMMERCIAL ITEMS:

This Request for Quote (RFQ) solicitation is issued under the authority of FAR Part 12 Acquisition of Commercial Items and FAR Part 13 Simplified Acquisition Procedures. FAR Part 15 will not be used. The procedures in Part 12 used in conjunction with Part 13 allow the Government to procure services resembling those in the commercial marketplace and streamline the procurement process.

SECURITY & PRIVACY CONTROL:

The Authorization & Accreditation (A&A) requirements of VHA Handbook 6500.6 do not apply to this requirement, therefore, a Security Accreditation Package is not required. No A&A or MOU/ISA is required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at (202) 461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at (304) 262-7733.

SPECIAL NOTES:

In order to maintain integrity of this solicitation and subsequent award date, all offerors are advised that any question and answer requests must be submitted in a written form via e-mail to the Contracting Officer Lori.Eastmead@va.govno later than THURSDAY AUGUST 18, 2019 AT NOON CENTRAL. Contracting will issue a consolidated response via solicitation amendment to www.fbo.gov within 2-3 business days to all parties.

STATEMENT OF WORK FOR PREVENTIVE MAINTENANCE SERVICE OF

THE STERILE PROCESSING SERVICE WATER SYSTEM AND DIALYSIS WATER SYSTEM AT THE GREEN BAY V.A.

I. GENERAL: Preventive maintenance services for the Sterile Processing Service (SPS) water treatment system and the Dialysis water treatment system at the Milo C. Huempfner Green Bay VA Community Based Outpatient (CBOC) Clinic located at 2851 University Avenue, Green Bay, WI 54311. The contractor shall furnish all labor, supervision, travel, materials, parts, and equipment necessary to provide preventive maintenance (PM).

II. EQUIPMENT IDENTIFICATION:

Table 1. Manufacturer, model, serial number, equipment entry number, and location of equipment

III. DEFINITIONS/ACRONYMS:

A. Biomedical Engineer(ing) - Supervisor or designee.

B. CO - Contracting Officer

C. COR - Contracting Officer's 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 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 is authorized to sign-off on the ESR which indicates that the PM has been concluded or is still pending completion, or that the Emergency Repair has been accomplished or is still in a pending status.

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

IV. REQUIRED TASKS/SPECIFICATIONS:

A. PREVENTIVE MAINTENANCE:

All labor, travel, manuals, tools, test equipment, diagnostic software, and manufacturer scheduled replacement parts are included for preventive maintenance. The Contractor shall perform PM Service to ensure that the equipment listed herein performs in accordance with the Section IV, Paragraph B of this Statement of Work (“Conformance Standards”). The Contractor shall contact biomedical engineering at the equipment location prior to performing service. Upon completion of PM, the Contractor shall provide to biomedical engineering checklists with worksheet originals indicating work performed, procedures utilized and actual values obtained (as applicable) during the PM. The Contractor shall provide a written description of each Preventative Maintenance Inspection (PMI). This description shall include an itemized list of the procedures performed, including the electrical safety procedures utilized. PM services shall include, but need not be limited to, the following:

1. Quarterly check over of the SPS central sterile water treatment system.

a. Including but not limited to verification of operating pressures, pump operation verification, resistivity meter reading verification, and check of operating hours on UV bulbs.

2. Semi-annual replacement of one (1) 14” carbon tank for the SPS central sterile water treatment system located in room 1G024-GB.

a. Includes delivery, installation of new carbon tanks, and removal of exhausted tanks.

3. Quarterly replacement of one (1) 14” anion tank, one (1) 14” cation tank, and one (1) 14” mixed-bed tank on the tri-bed deionizer portion of the SPS central sterile water treatment system located in room 1G024-GB.

a. Includes delivery, installation of new tanks, and removal of exhausted tanks.

4. Semi-annual replacement of final filter part number FPA-02-20-A for the SPS central sterile water treatment system located in room 1G024-GB.

a. Includes delivery and installation.

5. Annual replacement of UV bulbs in the Aquafine, model SL-1, UV water treatment portion of the SPS central sterile water treatment system located in room 1G024-GB.

a. Includes delivery and installation.

6. Bi-annual (every two years) replacement of quartz sleeves in the Aquafine, model SL-1, UV water treatment portion of the SPS central sterile water treatment system located in room 1G024-GB.

a. Includes delivery and installation.

b. Replacement to occur in July 2021 and July 2023.

7. Annual validation and calibration of the Mettler-Toledo Thornton Model M300 resistivity monitor used on the SPS central sterile water treatment system located in room 1G024-GB.

8. Semi-annual replacement of two (2) 14” Cation and three (3) Anion Deionizer Tanks on the SPS central sterile cart washer water treatment system located in room 1G023A-GB

9. Monthly check over of the dialysis water treatment system located in 2A215-GB. Including but not limited to:

a. Check RO pre-filter replacement due date.

b. Verify and record full salt level in water softener brine tank. Verify and record water softener hardness is less than or equal to one (1) grain per gallon (GPG). Verify correct time displayed on softener.

c. Verify and record blending valve temperature.

d. Inspect vent (air) filters for each of the dialysis water system storage tanks for signs of water intrusion damage or other damage. Check tank air filter replacement due dates. There are three filters. One on each of the water storage tank, bicarb mix tank, and bicarb distribution tank.

e. Verify and record that the product water free chlorine and chloramine levels are less than 0.1 mg/L. This sample is taken at the sample port between the worker carbon tank (first tank) and polisher carbon tank (second tank) in each series after at least 15 minutes of operation.

f. Verify and record booster pump pressure output in PSI. (need to determine proper operating levels).

g. Verify and record resistivity of product water of the final DI bed is greater than 5 MΩ/cm.

h. Verify and record appropriate input, output, and pressure changes for the following components of the dialysis water system:

i. Reverse Osmosis Pre-filter

1. Pressure change should not exceed 10 psi.

ii. Softener

iii. Carbon

iv. Endotoxin-Retentive Filters (Post filter/final filters)

1. Pressure drop across the filters must be less than 15 psi.

v. Distribution loop

i. Verify and record inlet, pump, feed, and concentrate pressures of the RO system.

j. Verify and record product flow rate, concentrate flow rate, and recirculation flow rate.

k. Verify and record inlet TDS, product TDS, and percent rejection.

10. Quarterly replacement of two (2) 14-inch carbon tanks for the dialysis water treatment system.

a. Includes delivery, installation of new carbon tanks, and removal of exhausted tanks.

b. New carbon tanks are installed in the polisher position. Existing polisher tanks are moved to working position. Exhausted carbon tanks from the working position are removed.

11. Quarterly replacement of one (1) Hydronix SWC-45-2005 five (5)-micron reverse osmosis pre-filter for the dialysis water treatment system.

a. Includes delivery and installation.

12. Annual replacement of three (3) Mar Cor FP-02-10-E, 0.2-micron vent (air) filters for the dialysis water treatment system storage tanks.

a. One each per year for the bicarb system mix tank, bicarb distribution tank, and water storage tank.

b. Includes delivery and installation.

13. Quarterly replacement of 14-inch tri-bed deionizer (DI) exchange tanks in dialysis water treatment system.

a. One (1) 14-inch cation DI exchange tank, one (1) 14-inch anion DI exchange tank, and one (1) 14-inch mixed-bed DI exchange tank per quarter.

b. Includes delivery, installation of new DI tanks, and removal of exhausted tanks.

c. New mixed-bed DI tank is installed in the polisher position. Existing mixed-bed polisher tank is moved to working position. Exhausted mixed DI tank from the working position is removed.

14. Semi-annual replacement of two (2) Mar Cor 50-203 endotoxin retentive filters (final filters/post filters) for the dialysis water treatment system.

a. Includes delivery and installation.

15. Monthly delivery of eight (8) 50-pound solar salt bags for the dialysis water treatment system.

16. Annual AAMI test of dialysis water treatment system.

17. Monthly disinfect of reverse osmosis (RO) and loop of dialysis water treatment system to AAMI standards.

18. Annual calibration of AmeriWater Dialysis Alarm Panel Model 00850231 Serial Number 9515547.

B. Conformance Standards:

Contract service shall ensure that the equipment listed herein functions in conformance with the latest published edition of NFPA-99, UL, OSHA, AAMI, TJC, VA, Federal, State, local, EPA and American National Standards Institute (ANSI) standards. Contract service shall also ensure that the equipment performance/specifications are equal to or exceed the performance/specifications when the equipment was originally accepted after procurement. All software upgrades/updates shall also be included in this contract except for upgrades that provide new features or capabilities or that require hardware changes. Vendor will provide system engineering changes for bug fixes.

V. HOURS OF COVERAGE:

VI. DOCUMENTATION/REPORTS:

Documentation shall include detailed descriptions of maintenance performed and parts replaced to maintain the equipment in accordance with Section IV, Paragraph B of this Statement of Work (“Conformance Standards”). The Vendor Engineering Service Report (ESR) shall only reference and report on equipment covered by this contract and shall not be grouped with equipment covered under separate contracts. Each ESR must, at a minimum, legibly document the following data in complete detail:

a. Name of Contractor and Contract Number.

b. Name of FSE who performed services.

c. Contractor service ESR number/log number

d. Date, Time (starting and ending), equipment downtime and hours on-site for the service call.

e. Description of problem reported by COR/End User (if applicable).

f. Identification of equipment to be serviced: Inv. ID Number (EE Number), manufacturer’s name, device name, model number, serial number and any other manufacturer specific information or identification information. Itemized descriptions of service performed including:

Labor and Travel, Parts (with part numbers) and Materials and Circuit location of problem/corrective action.

g. Signatures of FSE performing services and a VA employee who witnessed the services described.

The Contractor shall design/develop an ESR report form that, at a minimum, incorporates the above criteria. The form shall be on standard 8 1/2 x 11 paper and shall be approved by the COR prior to use and implementation.

VII. QUALIFICATIONS:

Vendor must be an authorized 510K dialysis vendor.

Vendor must be an authorized AmeriWater dealer.

Each respondent must have an established business, with an office and full-time staff. The staff includes a “fully qualified” FSE and a “fully qualified” FSE who will serve as the backup.

“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 this contract. For field experience, the FSE(s) has a minimum of two years’ experience (except for equipment newly on the market) with respect to scheduled and unscheduled preventive and remedial maintenance, on equipment identified in this contract.

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. The contractor must meet The Joint Commission requirements for proving competency of service provider. The contractor shall provide job title, job description, and qualifications of all that will or may provide service. The CO may authenticate the training requirements, request training certificates or credentials from the contractor at any time for any personnel who are servicing any VA equipment. The CO or COR specifically reserves the right to reject any of the contractor's personnel and refuse them permission to work on the VA equipment.

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/disapproval.

VIII. PARTS

The Contractor has ready access to all parts, including unique and/or high mortality replacement parts. All parts supplied shall be compatible with existing equipment. The contractor shall use new or rebuilt parts. All parts shall be of current manufacture and have complete versatility with the presently installed equipment. All parts shall perform identically to the original equipment specifications. Rebuilt parts, used parts, or those removed from another unit, shall not be installed without specific approval by the CO or the COR.

IX. SERVICE MANUALS, TOOLS, EQUIPMENT:

The VAMC shall not provide tools, test equipment, service manual, 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; operation and service manuals, schematics, and parts lists) which are necessary to meet the performance requirements of this contract. The location and listing of service data manuals, by name and/or the manuals themselves shall be provided to the CO upon request. Test equipment calibration shall be traceable to a national standard. Test equipment calibration certification shall be provided to the CO upon request.

X. REPORTING REQUIREMENTS FOR SERVICES BEYOND CONTRACT SCOPE:

The Contract shall immediately, but no later than 24 hours consecutive hours after discovery, notify the CO and COR in writing of the existence or development of any defects in, or repairs required, to the scheduled equipment which the contract 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 any necessary repairs. Any charges or work performed outside of the scope of this statement of work shall be approved by the COR or CO prior to completion.

PRICE/COST SCHEDULE

PERIOD OF PERFORMANCE: BASE YEAR: SEPTEMBER 1, 2019-AUGUST 31, 2020

Service of the (Total Water) water treatment system for SPS, Model TWTS-SPS, EE 78891, Location 1G024-GB per SOW.

Service Aquafine SL-1 UV Water Treatment Device, Location 1G024-GB

Service Mettler-Toledo, Thornton M300, SPS Water Resistivity Monitor, Location 1G024-GB

Service Total Water, TWTS-SPS Water Treatment System for Cart Washer, EE 88264, Location 1G023A-GB

Service Ameriwater, MRO2X Dialysis RO Water Treatment System, EE 78890, Location 2A215-GB

Service Ameriwater, 00850231, Dialysis Water Resistivity Monitor, Location 2A215-GB

MO

OPTION YEAR ONE: SEPTEMBER 1, 2020 – AUGUST 31, 2021

Service of the (Total Water) water treatment system for SPS, Model TWTS-SPS, EE 78891, Location 1G024-GB per SOW.

OPTION YEAR TWO: SEPTEMBER 1, 2021 – AUGUST 31, 2022

Service of the (Total Water) water treatment system for SPS, Model TWTS-SPS, EE 78891, Location 1G024-GB per SOW.

OPTION YEAR THREE: SEPTEMBER 1, 2022 – AUGUST 31, 2023

Service of the (Total Water) water treatment system for SPS, Model TWTS-SPS, EE 78891, Location 1G024-GB per SOW.

OPTION YEAR FOUR: SEPTEMBER 1, 2023 – AUGUST 31, 2024

Service of the (Total Water) water treatment system for SPS, Model TWTS-SPS, EE 78891, Location 1G024-GB per SOW.

GRAND TOTAL BASE PLUS ALL OPTION YEARS: $_________________________________

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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 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 15 days.

(End of Clause)

C.4 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 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 six (6) years.

(End of Clause) C.5 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on the Government installation. If the Contractor's failure to use reasonable care causes damage to any of this property, the Contractor shall replace or repair the damage at no expense to the Government as the Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price.

(End of Clause)

C.6 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.7 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 receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.8 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of Wisconsin. Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause)

C.9 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN 2008)

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 shall be furnished to the contractor.

(End of Clause) (End of Addendum to 52.212-4)

C.10 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAY 2019)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.