36C25620Q0710.pdf

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 72

36C25620Q0710 06-08-2020

ANDREW MISFELDT andrew.misfeldt@va.gov 479-587-5825 06-22-2020 15:00

Department of Veterans Affairs Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703

X 100

X

541330

$16.5 Million

N/A

Central AR Veterans Healthcare System 2200 Fort Roots Drive North Little Rock AR 72114

Veterans Healthcare System of the Ozarks Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703

Financial Services Center P.O. Box 149971

Austin TX 78714-8972

See CONTINUATION Page

Contractor will provide Radiation Shielding Design Analysis Report and Reviews with training for VAMC North Little Rock as stated in the statement of work.

This requirement will have a base year plus 4 option years.

See CONTINUATION Page

36C25620Q0710

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 SUBMISSION INSTRUCTIONS

B.4 PRICE/COST SCHEDULE

SECTION C - CONTRACT CLAUSES

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

2018)

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

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ...24

C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.6 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND

COMPLIANCE (JUL 2018)

C.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAR 2020)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 WAGE DETERMINATION

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (DEC 2019)

E.3 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.4 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.5 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL ITEMS (MAR 2020)

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 36C256

Veterans Health Administration

Network Contracting Office 16

2575 Keystone Crossing

Fayetteville AR 72703

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly [X]

b. Semi-Annually []

c. Other []

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

P.O. Box 149971

Austin TX 78714-8972

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

AMENDMENT NO DATE

B.2 STATEMENT OF WORK

VA NATIONAL HEALTH PHYSICS PROGRAM (NHPP)

1. Title: Radiation Oncology Shielding Design Analyses, Shielding Survey Technical Reviews, and Training

2. Scope of Work: The contractor will furnish all labor, tools, and equipment necessary to perform reviews. All work will be conducted by a qualified medical physicist (QMP). The QMP performs shielding design analysis report and shielding survey report reviews of radiotherapy vaults (primarily Linear Accelerator [LINAC] vaults) at the request of the contracting officer’s representative (COR). The contractor reviews radiation shielding design analysis reports and shielding survey reports to ensure they meet criteria set forth in NCRP Report No. 151 and will result in radiation exposures that do not exceed the design goals in NCRP Report No. 151 and the radiation exposure limits set forth in Federal Regulations. The contractor will also provide training, if requested, to the NHPP Program Managers on technical reviews of shielding analysis and survey reports.

The QMP must meet the following qualifications:

• A Qualified medical physicist is a person who is certified by the American Board of Radiology in Radiological Physics, Therapeutic Medical Physics, or Therapeutic Radiological Physics; American Board of Medical Physics in Medical Health Physics or Radiation Therapy; Canadian College of Physicists in Medicine, or American Board of Health Physics. The QMP will provide documentation he/she meets the required certification (must be current and active) for this contract.

• The QMP will have completed at minimum 50 radiation therapy vault designs.

The QMP will provide example reports of shielding designs to demonstrate their work is adequate to perform this contract.

• The contractor will have a minimum of two QMPs capable of performing the shielding design reviews on staff.

3. Background: The LINAC (linear accelerator) radiation shielding design analysis and post construction survey is based on the guidelines in National Council on Radiation Protection and Measurements (NCRP) Report No. 151, “Structural shielding and evaluation for megavoltage x- and gamma-ray radiotherapy facilities.” The review of the radiation shielding design analysis and survey reports is to ensure that the NCRP Report No. 151 design goals are met. The final product will result in radiation exposures that do not exceed limits set forth in Federal regulations.

4. Period of performance: The contract is for a one-year period for fiscal year 2020 with renewal options for fiscal years 2021 through 2024.

5. Place of performance: The work will be performed virtually; through phone, email, or other electronic methods. The QMP is not required to perform on-site work.

6. Type of Contract: The Government anticipates award of a Firm Fixed-Price contract.

7. Tasks and Deliverables:

7.1. Task One: Technical review of radiation shielding design reports for VA radiation therapy vaults

7.1.1. Deliverable: Conduct a technical review of an existing facility radiation shielding design report and provide a report to the VA National Health Physics Program.

7.1.2. Deliverable: The report will contain the requirements listed in attached Radiation Shielding Design Review Report requirements (attachment A).

7.1.3. Deliverable: The report must contain a statement indicating the sufficiency or non-sufficiency of the design to meet the design goals set forth in NCRP Report No. 151.

7.2. Task Two: Technical review of radiation shielding survey report for VA radiation therapy vaults

7.2.1. Deliverable: Conduct a technical review of an existing facility radiation shielding survey report and provide a report to the VA National Health Physics Program.

7.1.2. Deliverable: The report will be in the format in the attached Radiation Shielding Survey Report (attachment B).

7.2.3. Deliverable: The report must contain a statement indicating the sufficiency or non-sufficiency of the survey to ensure exposure levels do not exceed the design goals set forth in NCRP Report No. 151 and the.limits set forth in federal regulations.

7.3. Task Three: Provide training to NHPP managers on shielding design analysis and survey report reviews.

7.3.1. Deliverable: Conduct training with NHPP Program Managers on evaluation of radiation therapy vault shielding design and review of shielding analysis reports. Training will be conducted through case studies.

7.3.2. Deliverable: Conduct training with NHPP Program Managers on evaluation of radiation therapy vault shielding surveys and review of shielding survey reports. Training will be conducted through case studies.

8. Contract award meeting: The contractor shall not commence performance on the tasks in this SOW until the Contracting Officer has conducted a kickoff meeting or has advised the contractor that a kickoff meeting is waived.

9. Formal Acceptance or Rejection of Deliverables: N/A

10. Changes to the SOW: Any changes to this SOW shall be authorized and approved only through written correspondence from the Contracting Officer. A copy of each change will be kept in a project folder along with all other products of the project. Costs incurred by the contractor through the actions of parties other than the Contracting Officer shall be borne by the contractor.

11. Contractor Reporting Requirements: The contractor will provide the final shielding design and/or survey review report to the NHPP within 4 calendar weeks of receipt of initial request. Reports will be sent electronically to meet this requirement. Under no circumstances will the QMP provide reviews of their own shielding design. The QMP responsible for the work being performed will be available for consultation and/or advice concerning the reports. All QMP communication will be through the NHPP.

12. Travel: N/A

13. Government Responsibilities: The NHPP will provide the facility shielding design analysis report and facility shielding survey reports including the as built floor plan to the contractor.

14. Confidentiality and Disclosure:

14.1. It is agreed that:

14.1.2. The preliminary and final deliverables, and all associated working papers, application source code, and other material deemed relevant by VA which have been generated by the contractor in the performance of this contract, are the exclusive property of the U.S. Government and shall be submitted to the Contracting Officer at the conclusion of the contract.

14.1.3. The Contracting Officer will be the sole authorized official to release, verbally or in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this contract. No information shall be released by the contractor.

Any request for information relating to this contract, presented to the contractor, shall be submitted to the Contracting Officer for response.

14.1.4. Press releases, marketing material, or any other printed or electronic documentation related to this project, shall not be publicized without the written approval of the Contracting Officer.

15. Security Requirements for Unclassified Information Technology Resources: N/A;

Contractor shall NOT have access to VA Information Systems/PII.

Attachment A

Radiation Shielding Design Review Report Requirements:

The design analysis review report will provide, but not be limited to, the following information:

1. Facility name:

2. LINAC shielding design report date:

3. Name of the physicist who performed the shielding design:

4. Is the physicist certified by the American Board of Radiology, American Board of Medical Physics, American Board of Health Physics, or Canadian College of Physicists in Medicine?

5. Review of Vertical and horizontal to-scale drawings, showing the vault, isocenter, shielding, and nearby areas, including uses of nearby areas. If there is an adjacent area with a low occupancy factor (e.g., a corridor or storage room), the drawing should show the next nearby room on the opposite side from the vault.

6. Was the shielding designed to meet National Council on Radiation Protection and Measurements (NCRP) Report No. 151 standards?

a. Is the workload consistent with the guidelines in NCRP Report No. 151?

b. Was intensity-modulated radiation therapy (IMRT) considered in the shielding design?

c. Are the design goals consistent with the guidelines in NCRP Report No. 151?

d. Are the occupancy factors consistent with the guidelines in NCRP Report No. 151?

7. Review of the ceiling primary barrier, including thickness and width:

a. Is the area above considered a controlled or uncontrolled area?

b. What occupancy factor was used for this barrier?

c. What is the instantaneous dose-equivalent rate (IDR)?

d. Should this area be posted with a “Caution, Radiation Area” sign?

e. How is access to the area above controlled, if it is a controlled area?

f. Is sky shine a problem?

g. Are there nearby multistory buildings?

h. Has side scattered photon radiation been considered for the nearby multistory buildings?

8. Review of the ceiling secondary barrier, including thickness.

a. Is the area above considered a controlled or uncontrolled area?

b. What occupancy factor was used for this barrier?

c. What is the instantaneous IDR?

d. Should this area be posted with a “Caution, Radiation Area” sign?

e. How is access to this area controlled?

9. Review of the IDR for uncontrolled areas with an occupancy factor less than 1. Is the barrier in compliance with the 2 mrem in any 1-hour guideline?

10. Review of the primary barriers other than the ceiling including thickness and width.

a. Is the width calculated based on the distances where the top of the wall and ceiling intersect?

b. Is the area outside considered a controlled or uncontrolled area?

b. What occupancy factor was used for this barrier?

c. What is the instantaneous dose-equivalent rate (IDR)?

d. Should this area be posted with a “Caution, Radiation Area” sign?

e. How is access to the area outside controlled, if it is a controlled area?

11. Review of the secondary barriers other than the ceiling including thickness and width.

a. Is the width calculated based on the distances where the top of the wall and ceiling intersect?

b. Is the area outside considered a controlled or uncontrolled area?

b. What occupancy factor was used for this barrier?

c. What is the instantaneous dose-equivalent rate (IDR)?

d. Should this area be posted with a “Caution, Radiation Area” sign?

e. How is access to the area outside controlled, if it is a controlled area?

12. Review of tapered barriers.

13. Review lead, steel, or laminated barriers. For LINACs with photon energies > or = to 10 MV, was neutron production taken into consideration?

14. Review of barriers using high density concrete including consideration of neutron dose.

15. Review of direct shielded doors.

16. If there is an entrance maze, review of photon and, if the maximal photon accelerating potential exceeds 10 MV, neutron doses outside the door.

17. Review of shielding penetrations, including ventilation ducts and cable runs.

18. Findings, including a summary of deficiencies.

19. Name of physicist who performed the review.

Attachment B

Radiation Shielding Survey Report Review Documentation:

Date prepared:

1. Facility:

2. Linac survey report date:

3. Date NHPP received Linac survey report:

4. Copy of Linac shielding document on file?

5. Survey meters used: (Enter data from the survey report)

Meter 1 Meter 2 Meter 3 Meter 4

Manufacturer

Model

Serial Number

Calibration Date

Probe Model

Probe Serial Number

Appropriate meter?

(Yes/No)

NOTE: The survey meter used for quantitative x-ray exposure or air kerma measurements should not be a pulse mode device. For x-rays generated at 10 MV or above, neutron measurements should be made at appropriate locations.

6. Comments (required if a “No” in the table above for appropriate meter):

7. Workload Data: (Enter machine energies, % IMRT, Primary workload, leakage workload, and instantaneous dose rate at the isocenter)

Shielding Design Workload Data Survey Workload Data

Energies Energies

% IMRT % IMRT

Primary Workload Primary Workload

Leakage Workload Leakage Workload

Instantaneous Instantaneous

8. Report Data: (Enter “Yes”, “No”, or “N/A” for whether the response is adequate)

Item Response

Linac manufacturer

Linac model

Linac photon energies

Name(s) of individual(s) who performed the survey

Item Response

Name of medical physicist

Name of individual who prepared the report

Survey dated

Description of survey technique

Phantom in beam for scatter measurements

Photon measurements (maximum dose equivalent rate measured at points outside the shielding barriers)

Neutron measurements (maximum dose equivalent rate measured at points outside the shielding barriers)

Are measurements taken at 30 cm beyond the barrier?

Occupancy factors (T) for each barrier

Utilization factors (U) for each primary barrier

Method of calculation of the dose equivalent in any one hour of operation

For secondary barriers, two short term integrated measurements:

(a) one with a scattering phantom in the beam at isocenter and

(b) one without a scattering phantom in the beam at isocenter and with the collimators closed

Dose equivalent per week (sum photon and neutron dose equivalents) or annual dose equivalent (sum photon and neutron dose equivalents)

Maximum dose equivalent in any one hour (sum photon and neutron dose equivalents)

Dose rate at the isocenter

Gantry orientations (e.g., 0o, 90o, 180o, 270o)

Are measurements are needed at other gantry angles?

Survey locations

Field size

Collimator orientation (e.g., “rotated 45o”)

Type of area (controlled or uncontrolled)

Controlled areas < 10 mrem/week (complies with NCRP Report No. 151 recommendations)

Uncontrolled areas < 2 mrem/week (complies with NCRP Report No.

151 recommendations)

Facility drawing (floor plan and sectional views coordinated with survey results)

Barriers scanned for voids with GM survey meter

Door and HVAC penetrations surveyed for photons and neutrons

Measurements made outside the facility at a number of distances from the isocenter to determine radiation levels due to skyshine

If a tall building is located adjacent to the treatment room, the upper floors of the building should be checked for skyshine

Conclusion (statement indicating shielding complies with NCRP Report No. 151 recommendations or recommended corrective actions)

9. Comments (required if a “No” in the table above):

10. Summary of deficiencies:

B.3 SUBMISSION INSTRUCTIONS

All submissions must be made in email format prior to the submission deadline to Andrew.misfeldt@va.gov. Any questions must be submitted prior to 1600 on 15JUN2020 to allow for answers.

B.4 PRICE/COST SCHEDULE

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVIC

ES

QUANTIT

Y

UNI

T UNIT PRICE AMOUNT

9.00 JB ________________ ________________

Technical Review of Shielding Design - Analysis Report of Radiotherapy Vault.

Contract Period: Base POP Begin: 07-01-2020 POP End: 06-30-2021

9.00 JB ________________

Technical Review of Shielding Survey Report of Radiotherapy Vault.

Contract Period: Base

1.00 HR ________________

Training for NHPP Program Managers on Technical Reviews of Shielding and Integrity Survey Reports of Radiotherapy Vaults.

Contract Period: Base

6.00 JB ________________

Technical Review of Shielding Design - Analysis Report of Radiotherapy Vault.

Contract Period: Option 1 POP Begin: 07-01-2021 POP End: 06-30-2022

Technical Review of Shielding Survey Report of Radiotherapy Vault.

Contract Period: Option 1

60.00 HR ________________

Training for NHPP Program Managers on Technical Reviews of Shielding and Integrity Survey Reports of Radiotherapy Vaults.

Contract Period: Option 1

Technical Review of Shielding Design - Analysis Report of Radiotherapy Vault.

Contract Period: Option 2 POP Begin: 07-01-2022 POP End: 06-30-2023

Technical Review of Shielding Survey Report of Radiotherapy Vault.

Contract Period: Option 2

Training for NHPP Program Managers on Technical Reviews of Shielding and Integrity Survey Reports of Radiotherapy Vaults.

Contract Period: Option 2

Technical Review of Shielding Design - Analysis Report of Radiotherapy Vault.

Contract Period: Option 3 POP Begin: 07-01-2023 POP End: 06-30-2024

Technical Review of Shielding Survey Report of Radiotherapy Vault.

Contract Period: Option 3

Training for NHPP Program Managers on Technical Reviews of Shielding and Integrity Survey Reports of Radiotherapy Vaults.

Contract Period: Option 3

Technical Review of Shielding Design - Analysis Report of Radiotherapy Vault.

Contract Period: Option 4 POP Begin: 07-01-2024 POP End: 06-30-2025

Technical Review of Shielding Survey Report of Radiotherapy Vault.

Contract Period: Option 4

Training for NHPP Program Managers on Technical Reviews of Shielding and Integrity Survey Reports of Radiotherapy Vaults.

Contract Period: Option 4

GRAND TOTAL ________________

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 30 days 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 852.219-74 LIMITATIONS ON SUBCONTRACTING—

MONITORING AND COMPLIANCE (JUL 2018)

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

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

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

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

(End of Clause)

C.6 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.7 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/

FAR

Number

Title Date

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

JUL 2016

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

(End of Addendum to 52.212-4)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(MAR 2020)

(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. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L.

115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C.

3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved]

[] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved]

[] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-4.

[] (13) [Reserved]

[X] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (MAR 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (MAR 2020) (15 U.S.C.