36C25521Q0071.docx

36C25521Q0071

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

36C25521Q0071 11-18-2020 Roberts, Esperanza Esperanza.Roberts@va.gov 913-946-1979 11-25-2020

5PM

CST

36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048 X X 238220 $16.5 Million N/A X Department of Veterans Affairs Colmery -O'Neil VA Medical Center 2200 Gage Blvd.

Topeka KS 66622-0001 36C255 Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

36C255 Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX 877-353-9791 512-460-5429 See CONTINUATION Page This solicitation is for medical gas testing, certification, and vacuum piping services for the Topeka VAMC.

The contract will be for a base year & four 1-year option years.

SDVOSB & VOSB vendors must be registered at www.beta.sam.gov and www.vip.vetbiz.va.gov to be considered for award.

See CONTINUATION Page X X X Esperanza Roberts Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer Esperanza Roberts Department of Veterans Affairs Network Contracting Office (NCO) 15 3450 S 4th Street Trafficway Leavenworth KS 66048

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp Austin TX

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

Page 1 of

B.2 PERFORMANCE WORK STATEMENT (PWS)

Medical Gas Testing Services – Topeka Part 1 General Information The Topeka VA Medical Center requires annual medical gas testing, certification and vacuum piping services.

1. GENERAL: This is a non-personal services contract to provide Medical Gas Testing, Certification and Vacuum Piping services. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

1.1 Description of Services/Introduction: The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform Medical Gas Testing, Certification and Vacuum Piping Services as defined in this Performance Work Statement (PWS), section 5 except for those items specified as government furnished property and services. The Contractor shall perform to the standards in this contract.

1.2 Background: The Topeka VAMC requires testing and certification services for medical gases and vacuum piping on an annual basis.

1.3 Objectives:

Provide annual testing/Medical gas online drawings and certification of medical gas and vacuum piping for the Topeka campus of the Eastern Kansas Health Care System:

Department of Veterans Affairs Colmery-O’Neil VA Medical Center 2200 SW Gage Boulevard Topeka, Kansas 66622

1.Topeka:

Bldg. 1 – Oxygen, Medical Air, Vacuum Bldg. 3 – Oxygen (Main valve only) Bldg. 4 – Oxygen, Medical Air, Vacuum Bldg. 5 – Oxygen (Main valve only) Bldg. 6 – Oxygen (Main valve only) Bldg. 9 – Oxygen (Main valve only)

2. Contractor shall be technically competent and experienced in the field of medical gas and vacuum pipeline testing and meeting the requirements of ASSE 6030, Professional Qualifications Standard for Medical Gas Systems Verifiers. All requirements apply to contractors as well as any subcontractors the contractor should hire to conduct requirements in accordance with this performance work statement.

3. Contractor shall schedule testing and inspection at least one week prior to visit with the COR named for each site.

4. Contractor shall not begin any testing or inspections until contractor has reported to the Engineering Administrative Office (Topeka—Building 3, Room A1, signed for and been given a contractor badge and COR notified that contractor is on station.

5. Contractor shall not leave either station until contractor has met with COR and contractor has given a written summary of issues and work completed to the COR.

6. Contractor shall provide a complete written and itemized report of all findings and certifications. Contractor shall also provide printable report via e-mail to COR as well as three written color copies of said report for each station. Report shall be due 10 after completion of inspection.

7. Test in accordance with the National Fire Protection Association and Joint Commission recommendation on testing of nonflammable medical piped gas systems. (Note: NFPA 99 Health Care Facilities C-5.1 and The Joint Commission current standards). Provide annual medical gas piping certification per the NFPA Standards for Health Care Facilities 99 (2018 Edition) to include the following:

A. Pressure, flow and analysis check on all medical gases and vacuum in all critical care areas such as OR, Recovery and ICU, patient active areas and nonpatient areas including all outlets. Any outlets or not accessible shall be brought to the attention of the COTR so outlets may be made accessible by the VA to allow thorough completion of the contract.

B. Outlet/Inlet inspection for flow, particulate, cross connection, proper seating, leaks, color code, ration of terminals to beds, flexible hose connections, labeling and location.

C. Testing of all O2 outlets to confirm O2.

D. Testing of all Medical Air outlets.

E. Testing of all N20 outlets.

F. Inspection of all primary and local gauges.

G. Ultrasonic testing of zone valves and inspection for leaks, labeling, location, and operation.

H. Inspection and testing of area alarms for leaks, labeling, audible and visual function, and alarm set points including actual alarm trip pressures, high and low.

I. Inspection of master alarms for leaks, labeling, location, function, and alarm set points including actual alarm trip pressures, high and low.

J. Testing of the oxygen reserve and oxygen reserve in use signal.

K. Inspection of medical air intake system.

L. Evaluation of emergency systems.

M. Inspection of relief venting system venting.

N. Cross connect checks in all critical care areas (ICU, OR, ER, etc.).

O. Purity and concentration testing for carbon monoxide, carbon dioxide, nitrous oxide, odor, hydrocarbons, nitric oxide, ammonia, cleaning agents, sulfur dioxide, acetylene and any other impurities.

P. Gas manifold inspection – leaks, valves, configuration, pressure checks, alarm functions and changeover.

Q. Inspection of source compressors, bulk tanks, and reserve tanks.

R. Inspection of pressure relief valves.

S. Inspection of DEW Point documentation.

T. Minor corrections shall be done at time of inspection.

U. All valves and outlet will be checked annually for approved labeling and corrections will be made by contractor immediately. Contractor will supply appropriate and approved labels.

8. Provide a written outline of the recommendations from NFPA 99 (2018 Edition) for the Retesting and Maintenance of Nonflammable Medical Piped Gas Systems section C-4.2 NFPA 99.

9. See following VA Eastern Health Care System Medical Gas System Device Count and Operational Plan for Medical Gases for device count and locations.

10. If pressure transducers are remote from panel, they must be tested independently.

11. Scope of work should indicate total number of items to be tested, contractor will verify said number has been tested.

12. Contractor will supply VA with documentation examples prior to awarding of contract, with VA being allowed to edit, change, or add to, to ensure compliance with regulatory guidelines.

13. Contractor will notify COR immediately if life threatening conditions exist during testing.

14. Contractor will also provide the following one-time special project (include only in the base year):

a) Trace out all medical gas distribution systems in buildings #1, #3, #4, #6

b) Provide drawings of all medical gas distribution systems with all related source equipment (vacuum pumps, medical air pumps, manifolds) all valves (main, service, zone valves), all alarms (master, area), all pipingfor all gases (oxygen, medical air, vacuum), all outlets.

c) All working drawings will be provided in AutoCAD format that will be an editable version to the VA, as well as, 2 large print paper drawings.

d) All blank AutoCAD backgrounds will be provided by the owner (VA Hospital).

e) VA will provide facility maintenance staff to assist in locating the medical gas piping.

OPERATIONAL PLAN FOR MEDICAL GASES

I. Purpose: This operational plan will describe the procedures for medical gas service, maintenance and emergency procedures for failure of bulk oxygen supply systems for VA Eastern Kansas Health Care Systems.

II. Definitions: None III. Procedures:

A. Bulk Oxygen Systems:

TOPEKA

(1) Filling procedures: Engineering Service personnel shall monitor all filling operations. The liquid oxygen supplier shall deliver liquid 02 during the hours of 7:30 a.m. and 4:30 p.m. Upon delivery, the supplier will contact Engineering Service personnel to gain access to the oxygen storage farms. Those individuals monitoring the tank refilling shall have in possession, a portable radio to contact additional Engineering Service or Logistics personnel, if an emergency or improper filling procedures should occur.

C. Medical Vacuum and Medical Air:

(1) Medical Vacuum

(2) Medical Air System

(3) Oxygen, Air & Vacuum Systems

(Main Building Shut-Off Valves and Pressure Switches)

(4) Emergency Oxygen Inlet Locations

(5) Emergency Oxygen Inlet Locations

(6) Additional Criteria:

a. All Medical gas systems and alarm panels are on emergency power electrical feed. VHA Patient Safety Alert entitled “Bulk Oxygen Storage Systems”, dated April 5, 2004 requires that bulk oxygen supply systems have low level alarms for main and reserve tanks, with the alarm set points corresponding to one day’s average supply of oxygen, as well as an alarm when the system source switches from the main to the reserve tank. The Alert also requires that these alarms go to two locations that are monitored 24 hours per day, 7 days per week.

b. All master alarm panel’s report to two, independent monitoring stations. Both stations are monitored continuously.

c. All medical gas equipment shall be labeled, identifying the panel supplying power to the equipment and breakers that feeds the equipment.

d. Any breach of medical gas piping shall be tested and recertified in accordance with NFPA.

e. If the bulk oxygen system fails, there are oxygen emergency inlets identified at the buildings that use oxygen.

f. The alarm panels shall be monitored for medical gas failure. Engineering Service will be notified immediately of any failures during normal working hours. If a failure occurs after normal working hours, Engineering Service will be called back to assess the situation.

g. All maintenance will be accomplished according manufacturers recommendations and following the manufacturer service manual.

h. All liquid tank levels will be monitored and recorded daily (normal workdays excluding weekends and federal holidays). Although the levels are monitored via satellite, Engineering Service will ensure levels are sufficient to continue operation through weekends and holidays. When the level is at or approaching the reorder point, Logistics must be notified. The reorder points are:

1) Topeka Tank Farm Location Reorder Point

a. East of Bldg. 1 60”

b. North of Bldg. 4 40”

c. South of Bldg. 9 40”

(7) Emergency Procedures for Failure of Bulk Oxygen Supply Systems

a. If a building-specific or facility-wide condition exists, notify the following:

Medical Center Director Associate Director Chief of Staff Associate Director for Patient Care Respiratory Therapy Supervisor Engineering Service Department Operating Units Recovery Units

b. Respiratory Therapy will provide oxygen cylinders to oxygen sensitive patients and determine the need for portable oxygen throughout the facility. Priority will be placed on those patients in critical need of oxygen.

c. The Respiratory Therapy Department and Logistics shall be responsible for ordering additional oxygen cylinders until the failure has been corrected.

d. Medicine Service, Nursing Service and Behavior Health Service Lines will closely monitor and support patients during the interim period. Preparations to relocate patients will be considered based on the severity of the situation.

e. Engineering Service Department will:

(1) Activate standby system.

(2) If the problem is from the storage tank, notify the vendor for repairs. If the problem is inside the building, notify the Chief Engineer of Engineering Service and determine the length of down-time. At that time the Manager of Engineering Service will notify Management and all affected Service Line Managers.

(3) If a failure also occurs to the standby system or to delivery system of nitrous oxide or nitrogen to Surgery, assist Respiratory Therapy in delivering E and H tanks of gas as directed by the Respiratory Therapy Department.

(4) Order additional supplies of E and H tanks as needed. They can be ordered through Logistics during normal working hours. Logistics personnel will be called back to the facility during after duty hours.

(8) Annual Testing of Medical Gas Systems

(1) All medical gas systems will be check annually for certification that the medical gas systems are safe for patient use.

(2) All medical gas outlets will be tested, all alarm systems will be tested, all bulk tank systems will be tested, and all zone valves will be tested for leaks.

(3) The testing will be done by a vendor who specializes in the certification of medical gas systems and will be accomplished on an annual basis.

(4) All valves and outlet will be checked annually for approved labeling and corrections will be made by contractor immediately. Contractor will supply appropriate and approved labels.

1.4 Scope: Provide Annual testing and certification services for the Topeka VA Medical Center. The Contractor shall perform all requirements in accordance with this Performance Work Statement.

1.5 Period of Performance: The period of performance shall be for one (1) Base Year of 12 months and four (4) Option Years of 12 months each. The Period of Performance reads as follows:

1.6 General Information

1.6.1 Federal Observed Holidays: Holiday work is not required

1.6.2 Hours of Operation: The Contractor is responsible for conducting business, between the hours of 8:00 AM-4:30 PM Monday through Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the above reasons.

1.6.2.1 Emergency Points of Contact: COR

1.6.3 Place of Performance: The work to be performed under this contract will be performed at the Topeka Colmery-O’Neil VA Medical Center, 2200 Gage Boulevard, Topeka Kansas 66622.

1.6.4 Quality Assurance: The government shall evaluate the contractor's performance under this contract in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the Government must do to ensure that the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

1.6.5 Type of Contract: The Government will award a FIRM FIXED PRICE contract.

1.6.6 Special Qualifications: Contractor shall be technically competent and experienced in the field of medical gas and vacuum pipeline testing and meeting the requirements of ASSE 6030, Professional Qualifications Standard for Medical Gas Systems Verifiers. All requirements apply to contractors as well as any subcontractors the contractor should hire to conduct requirements in accordance with this performance work statement.

1.6.7 Post Award Conference/Periodic Progress Meetings: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation (FAR) Subpart 42.5. The CO and Contracting Officer’s Representative (COR) shall meet periodically with the contractor to review the contractor's performance. At these meetings the CO will apprise the Contractor of how the Government views the contractor's performance and the contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues.

1.6.9 Contracting Officer’s Representative (COR): The COR Management System Tool (eCOR File)- for nomination, tracking, documentation, and management of CORs will be used. The COR will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration The COR is authorized to perform the following functions: Assure that the Contractor performs the technical requirements of the contract; perform inspections necessary in connection with contract performance; maintain written and oral communications with the Contractor concerning technical aspects of the contract; issue written interpretations of technical requirements, including Government drawings, designs, and specifications; monitor Contractor's performance and notifies both the CO and Contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

1.6.11 Identification of Contractor Employees: All contract personnel attending meetings, answering Government telephones, and working in other situations where their Contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all documents or reports produced by Contractors are suitably marked as Contractor products or that Contractor participation is appropriately disclosed. Contractors will be required to posses a VA issued badge upon arrival.

1.6.12 Facility Access: Contractor will need to contact the COR prior to arrival to discuss meeting place and access.

1.6.13 Contractor Personnel Conduct: Contractor personnel’s conduct shall not reflect discredit upon the Government. The Contractor shall ensure that personnel present a professional appearance. The Contractor’s employees shall observe and comply with all local policies and procedures concerning fire, safety, environmental protection, sanitation, security, and possession of firearms or other lethal or illegal weapons or substance. The Contractor is responsible for ensuring that any contractor employees providing services under this contract conduct themselves and perform services in a professional, safe, and responsible manner. The Contractor shall remove from the job site any employee for reasons of misconduct or security. The Contractor employees must avoid improperly influenced in the execution of their duties under the contract. Particular attention should be paid to acceptance of gifts/ gratuities, and on non-disclosure of sensitive or classified information. The Contractor shall ensure employee conduct complies with 41 U.S. C 423 relative to release of acquisition related information or actions or discussions which may prejudice future competitions. The Contractor shall ensure no contractor employees conduct political related activities or events on U.S Government facilities.

1.6.14 Data Rights N/A

1.6.15 Organizational Conflict of Interest: Contractor and subcontractor personnel performing work under this contract may receive, have access to, or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.), or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The Contractor shall notify the CO immediately whenever it becomes aware that such access or participation may result in any actual or potential OCI and shall promptly submit a plan to the CO to avoid or mitigate any such OCI. The Contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the CO, and in the event the CO unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the CO may affect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

1.6.16 Phase In/Phase Out N/A:

1.6.17 Contractor Employees Who Require Specialized Training outlined in VA form 6500.6 All contractor employees that require specialized training; i.e. Privacy, HIPPA must be registered in FAITAS (Federal Acquisition Institute Training Application System at commencement of services, and must successfully complete the required classes and provide the COR and CO a copy of the certificates of completion. The contractor shall contact the NCO 15 training officer to become registered in FAITAS. (The CO will provide that information upon award notification if required).

1.6.2 Incident Reporting

1.6.20.1 The Contractor shall have competent personnel trained and capable of dealing with minor personnel injuries. The Contractor or their employees shall immediately notify their supervisor of any accident requiring emergency medical treatment. The Contractor will, in turn, notify the CO or COR within 30 minutes of the incident.

1.6.20.2 Emergency medical treatment and services for Contractor personnel is the responsibility of the Contractor.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Base Year POP: 3/1/21 - 2/28/22

OP Year I POP: 3/1/22 - 2/28/23

OP Year II POP: 3/1/23 - 2/29/24

OP Year III POP: 3/1/24 - 2/28/25

OP Year IV POP: 3/1/25 - 2/28/26

B.4 DELIVERY SCHEDULE

Topeka VAMC 2200 Gage Blvd., Warehouse Building 20 Topeka, KS 66622 0001

USA

913-946-1984 Esperanza.Roberts@va.gov

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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

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

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

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

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

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[X] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[X] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[] 852.233–70, Protest Content/Alternative Dispute Resolution.

[] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.5 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract 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 compliance with the subcontracting commitments.

(End of Clause)

C.6 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)