36C25622Q0175.docx

36C25622Q0175

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

36C25622Q0175 11-22-2021 JONATHAN LABITAD Jonathan.Labitad@va.gov 479-220-1709 12-03-2021 13:00

CST

Department of Veterans Affairs Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703 X X 541620 $16.5 Million N/A X Department of Veterans Affairs Central Arkansas VA Healthcare System

(CAVHS)

2200 Fort Roots Drive North Little Rock AR 72114 Department of Veterans Affairs Veterans Healthcare System of the Ozarks Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically 1-877-489-6135 See CONTINUATION Page Contractor shall furnish all reports, labor, management, equipment, supplies, transportation, applicable licenses and certifications necessary for operation.

Contractor shall provide small water system program that include preventative actions, monitoring, equipment, sample preparation, packaging, transportation and analysis.

The contractor shall adhere to these requirements in accordance with (IAW) all terms, conditions, provisions, schedules, and specifications of the SOW, local, state, federal and VHA regulations.

Note: This is a Base, plus 4 option year contract.

Period of Performance:

Base: 01/01/2022 - 12/31/2022

OPT YR 1: 01/01/2023 - 12/31/2023

OPT YR 2: 01/01/2024 - 12/31/2024

OPT YR 3: 01/01/2025 - 12/31/2025

OPT YR 4: 01/01/2026 - 12/31/2026

See CONTINUATION Page X X X

ONE

Joseph L. Warren 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 36C256 Department of Veterans Affairs 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:

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.

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

WATER PROGRAM MANAGEMENT

Contract Period: Base POP Begin: 01-01-2022 POP End: 12-31-2022

LOCAL STOCK NUMBER: 8600

WATER SAMPLE COLLECTION AND TESTING

Contract Period: Base POP Begin: 01-01-2022 POP End: 12-31-2022

WATER PROGRAM MANAGEMENT

Contract Period: Option 1 POP Begin: 01-01-2023 POP End: 12-31-2023

WATER SAMPLE COLLECTION AND TESTING

Contract Period: Option 1 POP Begin: 01-01-2023 POP End: 12-31-2023

WATER PROGRAM MANAGEMENT

Contract Period: Option 2 POP Begin: 01-01-2024 POP End: 12-31-2024

WATER SAMPLE COLLECTION AND TESTING

Contract Period: Option 2 POP Begin: 01-01-2024 POP End: 12-31-2024

WATER PROGRAM MANAGEMENT

Contract Period: Option 3 POP Begin: 01-01-2025 POP End: 12-31-2025

WATER SAMPLE COLLECTION AND TESTING

Contract Period: Option 3 POP Begin: 01-01-2025 POP End: 12-31-2025

WATER PROGRAM MANAGEMENT

Contract Period: Option 4 POP Begin: 01-01-2026 POP End: 12-31-2026

WATER SAMPLE COLLECTION AND TESTING

Contract Period: Option 4 POP Begin: 01-01-2026 POP End: 12-31-2026

B.3 STATEMENT OF WORK

Small Water System Management with Continuous Operations

Description of Services: The Contractor shall furnish all reports, labor, management, equipment, supplies, transportation, applicable licenses and certifications necessary for the operation of the John L. McClellan Memorial Veterans Hospital in Little Rock, AR and the Eugene Towbin Medical Center in North Little Rock, AR, together known as Central Arkansas Veterans Healthcare System (CAVHS) small water system program that includes preventative actions, monitoring, equipment, sample collection, sample preparation, packaging, transportation and analysis. The contractor shall adhere to these requirements in accordance with (IAW) all terms, conditions, provisions, schedules, and specifications of this SOW, local, state, federal and VHA regulations.

· Water Management Program

· Review and update existing Legionella Risk Assessment Water Safety Plan for compliance with VHA Directive 1061 and ANSI/ASHRAE Standard 188-2015: “Legionellosis: Risk Management for Building Water Systems”.

· Facilitate and document WMT meeting actions and decisions.

· Provide and maintain a web-based data management system

· Conduct training as required for staff.

· Verify and validate WMP on an ongoing basis

· Continuous Water Quality Monitoring

· Potable water entering each building subject to this Directive shall be continuously monitored for incoming water pressure and the following characteristics: temperature, pH, dissolved solids, and oxidant residual.

· Water Temperature Monitoring

· The water temperature in hot and cold potable water distribution systems needs to be monitored continuously to determine if temperatures are within the established control limits

· Temperature monitoring must be conducted, at a minimum, in the following types of areas: incoming water supply to the building, water storage tanks, hot water discharge at the hot water source equipment, hot water return proximal to the hot water source equipment, water at the return of circulation loops and water supplied to representative outlets

· Maintenance of Biocide in Treated Potable Water

· Maintain concentrations of oxidant residual (Free Chlorine) necessary for inhibition of Legionella growth in the building water systems hot and cold-water outlets

· Legionella Water Monitoring

· Provide quarterly water testing for Legionella on both hot and/or cold potable-water outlets at North Little Rock CAVHS Buildings 170, 39, Housing Quarters, Law Enforcement Training Center, Facilities, 18th Street Apartments, and CAVHS Little Rock facility. Testing should also include water temperature, Free Residual Oxidant, and pH level.

· Test results will be provided back to the COR within 24-hours of receipt.

A. WATER MANAGEMENT PROGRAM

The work required with the execution and management of the data and information on a monthly basis for the CAVHS is listed as follows:

· Facilitate and advise in the on-going management of the Water Management Team (WMT) to discuss, address, and manage all water systems.

· Maintain, assist, and advise in the executing and maintaining the Water Safety Plan for compliance with VHA Directive 1061 and ANSI/ASHRAE Standard 188-2015: “Legionellosis: Risk Management for Building Water Systems”. process and documents.

· Provide guidance, analysis, and management of the potable water test results from the continuous water quality monitoring systems and on-site water testing.

· Provide, operate, and continue to customize a web-based Water Management Program (WMP) Management Information System.

· Implement, monitor, and adjust as necessary the Water Management Program (WMP) in order to achieve the desired performance in compliance with Directive 1061.

· Verify that the Water Management Program is performing as designed on a monthly, quarterly, and annual basis thru testing, monitoring and documentation of system performance.

· Provide reports for monthly meetings that will assist the Water Management Team and management of the program.

Web-Based Data Management System Requirements/Specifications The software platform must meet the following minimum criteria:

· Software-as-a-Service (SaaS) enterprise-class platform specialized for building water systems.

· Capable of supporting manual data entry via computer and mobile devices, automatic uploading of all water and microbiological test results, documentation of water management plans and activities, and automated sensor monitoring

· Tables and graphs that can be plotted based on user selected time intervals and system parameters

· Administrative functionality to control user access rights, and automated alert notifications

· Data storage for a minimum of five years.

· Exportable data to excel and other formats

B. MONTHLY MAINTENANCE OF POTABLE WATER ANALYTICS (PWA) SYSTEMS

The systems must be properly calibrated and maintained to ensure accurate and reliable performance on an ongoing basis. The Flat Monthly Fee for each system must include:

· Training

· Monthly calibration and supply of calibration solution for ORP probe

· Monthly refreshment of test reagents for the chlorine analyzer

· All consumable parts for system components

· Chlorine Analyzer – reagents, tubing/cuvette kits, replacement cuvettes, check valve sets and check valve flushing kits

· Replacement probes for ORP

· Labor, travel and expenses The following systems shall be maintained on a monthly basis:

· 2 each WMS-1150 PWA Advanced Monitoring System Service for Little Rock (LR)

· 2 each WMS-1500 PWA Secondary Disinfection System Service for Little Rock

· 2 each WMS-1600 PWA Advanced Secondary Disinfection System Service for North Little Rock (NLR)

· 3 each WMS-1050 PWA Monitoring System Service for North Little Rock

Below is a listing that describes the scope of sampling and analysis for critical water systems and legionella.

Legionella Cooling Tower

3,135.00

CAVHS Legionella Sample Sites (not all inclusive)

(ex. Sink, Shower, Valve, Dental) Hot / Cold

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

LR

Daily sampling resistivity meter, temperature, filters, color or turbidity

Monthly sampling legionella, pH, bacteria, chlorides, resistivity, color/turbidity, temperature, filters, total organic carbon (TOC), conductivity, etc.

Quarterly sampling legionella, pH, hardness, bacteria, chlorides, resistivity, color/turbidity, temperature, filters, total organic carbon (TOC), conductivity etc.

Annual sampling

Endotoxins**On installation, modification, or repair of the critical water treatment system or when persistent increased microbial levels are detected by heterotrophic plate count ionic contaminants hardness

Base Year

TOTAL

Option Year 1

TOTAL

Option Year 2

TOTAL

Option Year 3

TOTAL

Option Year 4

TOTAL

C. NORMAL WORK HOURS:

The service schedule is provided above. Generally, work will be performed prior to the start of the Medical Center’s workday so that trucks and service will not interfere with the facility's functions. It is preferred that all service is performed prior to 6am. Saturday Service is not required unless an emergent situation arises.

D. NATIONAL HOLIDAYS: The holidays observed by the Federal Government are:

New Year's Day Martin Luther King's Birthday President's Day Memorial Day Juneteenth Independence Day Labor Day Columbus Day Veteran's Day Thanksgiving Day Christmas Day Any other day specifically declared by the President of the United States to be a national holiday.

E. GENERAL INFORMATION

a. Quality Control. The successful Contractor shall develop and maintain a quality program to ensure services are performed in accordance with commonly accepted commercial practices. The successful Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services.

b. Quality Assurance. The COR will periodically evaluate the Contractor’s performance to ensure that contracted services are received. The COR will evaluate the Contractor’s performance through intermittent on-site inspections of the Contractor's quality control program and receipt of complaints from CAVHS personnel. The Government may inspect each task as completed or increase the number of quality control inspections if deemed appropriate because of repeated failures discovered during quality control inspections or because of repeated customer complaints. Likewise, the Government may decrease the number of quality control inspections if performance dictates. The Government will also receive and investigate complaints from various customers located at CAVHS. The Government shall be responsible for initially validating customer complaints. The COR shall make final determination of the validity of customer complaint(s) in cases of disagreement with customer(s). It is expected that the Contractor will visit the site bi-annually for inspection and review.

c. Government Remedies. The contracting officer shall follow FAR 52.212.4, Contract Terms and Conditions-Commercial Items (Sept 2005), for Contractor’s failure to perform satisfactory services or failure to correct non-conforming services.

d. Conformance Standards. Contract service shall ensure that all work is performed in accordance with Joint Commission, DNR, EPA, DOT, OSHA, and governing federal, local and state regulations and guidelines. Copies of the Contractor's state, local and federal permits and licenses MUST be provided to the CO with the signed quote as noted the addendum to FAR 52.212-1.

F. CONTRACTOR’S RESPONSIBILITY:

a. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

b. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

c. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created during performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by enough technical documentation to permit understanding and use of the records and data.

d. Central Arkansas Veterans Healthcare system and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of Central Arkansas Veterans Healthcare system or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to Central Arkansas Veterans Healthcare system. The agency must report promptly to NARA in accordance with 36 CFR 1230.

e. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the [contract vehicle]. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government's behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to Central Arkansas Veterans Healthcare system control or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand-carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

f. The Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, contracts. The Contractor (and any sub-contractor) is required to abide by Government and Central Arkansas Veterans Healthcare system guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information.

g. The Contractor shall only use Government IT equipment for purposes specifically tied to or authorized by the contract and in accordance with Central Arkansas Veterans Healthcare system policy.

h. The Contractor shall not create or maintain any records containing any non-public Central Arkansas Veterans Healthcare system information that are not specifically tied to or authorized by the contract.

i. The Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected from public disclosure by an exemption to the Freedom of Information Act.

j. The Central Arkansas Veterans Healthcare system owns the rights to all data and records produced as part of this contract. All deliverables under the contract are the property of the U.S. Government for which Central Arkansas Veterans Healthcare system shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest. Any Contractor rights in the data or deliverables must be identified as required by FAR 52.227-11 through FAR 52.227-20.

k. Training. All Contractor employees assigned to this contract who create, work with or otherwise handle records are required to take [Agency]-provided records management training. The Contractor is responsible for confirming training has been completed according to agency policies, including initial training and any annual or refresher training.

G. INSURANCE :

a. Worker compensation and employer's liability. Contractors are required to comply with applicable Federal and State Worker Compensation and occupational disease statutes.

b. General Liability. Contractors are required to have Bodily Injury Liability Insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

c. Property Damage Liability. Contractors are required to have Property Damage Liability insurance coverage of at least $500,000.

d. Pre-work Orientation:

1) In accordance with Joint Commission, the Contractor will attend a pre-work orientation meeting prior to the commencement of work on site. The VA will schedule this meeting and it will include discussion of the following topics:

2) Fire and Safety

3) Infection control

4) Disaster procedures

5) Transportation routes and general information on the project.

6) Other topics deemed necessary

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

H. TECHNICAL REQUIREMENTS:

The Contractor shall schedule and perform all service at CAVHS in accordance with the contract, frequency and work schedule; the approved Contractor Quality Control Plan; and the required reports in accordance with the Deliverables section. All areas, which are involved in the collection and disposal services, shall be maintained in a neat, clean, uniform, and safe condition at all times. All power equipment shall be operated within the safety parameters as defined by OSHA. Equipment shall be operated with particular care when near pedestrians. Equipment shall be in working, safe, and good mechanical condition to operate on government property. There shall be no visible oil or chemical spills due to contractor carelessness or inadequate equipment. Areas damaged by the Contractor shall be repaired to meet the appearance of the surrounding area to the satisfaction of the COR at no additional cost to the Government.

I. SECURITY REQUIREMENTS.

a. Physical Security. All vehicles/trucks utilized service must be properly identified with Contractor name.

b. Contractor Personnel. Contractor personnel must wear a common uniform or identification with the Contractor’s name printed in neat and professional manner to be easily visible and readable.

c. Information Security. The Privacy Officer, Info Security Officer and Records Manager’s statements:

1) The contractor will not have access to VA computers, nor will they have access to online resources belonging to the government while conducting services. If removal of equipment from the VA is required, any memory storage devices, such as hard drives, solid state drives and non-volatile memory units will remain in VA control and will not be removed from VA custody.

2) Privacy Officer: The contractor will not have access to protected Patient Health Information (PHI) nor will they have the capability of accessing patient information during the services provided to the VA and if removal of equipment from the VA is required, any memory storage devices, such as hard drives, solid state drives and non-volatile memory units will remain in VA control and will not be removed from VA custody. All research data available for Contractor analyses is de-identified.

3) Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

4) Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

5) Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

6) The Government Agency owns the rights to all data/records produced as part of this contract.

7) The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver enough technical documentation with all data deliverables to permit the agency to use the data.

J. CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COR).

Brian Green at (501) 257-1137, is the COR and is designated to represent the Contracting Officer in furnishing technical guidance regarding the work being performed under this contract.

K. DELIVERABLES:

a. Permits Needed - Offeror must submit copies of all current permits required in the normal operation of its business.

b. Evidence of Insurance Coverage – Offeror must provide evidence of insurance coverage/certificate of insurance.

L. APPLICABLE DOCUMENTS, STANDARDS, LAWS AND/OR REGULATIONS.

The following are a list of various applicable standards, policies, regulations, and/or governing bodies. This list is not all-inclusive; therefore, it is the responsibility of the contractor to ensure all applicable standards, policies, regulations, and/or governing bodies not listed here are adhered to. Furthermore, contractor is responsible to adhere to all current applicable standards, policies, regulations, and/or governing bodies.

a. VHA Directive 1061 Prevention of Health Care-Associated Legionella Disease and Scald Injury from Water Systems: https://www.va.gov/vhapublications/ViewPublication.asp?pub_ID=9181

b. VHA Directive 1116(2) Sterile Processing Services (SPS) https://www.va.gov/vhapublications/ViewPublication.asp?pub_ID=3186

c. Association for the Advancement of Medical Instruments (AAMI TIR 34) https://www.aami.org/standards

36C25622Q0175

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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 from contract expiration.

(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 from contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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