36C25919Q0646-001.docx

36C25919Q0646

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. CONT

RACTOR 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 CONDITIO

NS 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

36C25919Q0646 09-06-2019 Monica Gary 918-577-3855 09-12-2019

9:00 AM (CT)

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401 X X 541380 $15 Million X N/A X Refer to Delivery section in contract

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Legionella Water Testing Services for VA Health Care Systems in Wyoming and Montana.

The Offeror in block 17a certifies that it remains small for the size standard set for this procurement and that it has status as an SDVOSB concern, recognized as valid by Center for Verification and Evaluation (CVE) in VIP.

See CONTINUATION Page X X 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 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

1011 Honor Heights Drive Muskogee OK 74401

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971

Contractor e-Invoice Set-Up Information: Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Access the web site for more invoicing instructions: https://www.fsc.va.gov/einvoice.asp

· Tungsten e-Invoice Setup Information: 1-877-489-6135

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

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

· FSC e-invoice email: vafsccshd@va.gov

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

B.2 Estimated Quantities Montana VA Health Care System (“Montana” or Montana VAHCS) estimates that it will require 80 sample kits every three months, to include lab testing, analysis, and reports, from date of award. It is anticipated that 328 sample kits will be needed annually, to include lab testing, quarterly analysis and associated reports. (Line Items 1001, 2001, 3001, 4001, 5001 of Price Schedule)

Sheridan VA Health Care System (“Sheridan” or Sheridan VAHCS) estimates that it will require 120 sample kits every three months, to include lab testing, analysis, and reports, from date of award. It is anticipated that 480 sample kits will be needed annually, to include lab testing, quarterly analysis and associated reports. (Line Items 1002,2002, 3002, 4002, 5002 of Price Schedule)

B.3 PRICE SCHEDULE

The maximum aggregate ceiling value for this Requirements Contract is $450,000.00 (“Maximum Ceiling Value”).

Requirements Contract Period of Performance: October 15th, 2019, to October 14th, 2024

Pricing Data: Prices listed are effective at date of award.

Orders for services will be placed by task orders. Refer to the section in the PWS titled: “Placing Orders for Services”. Refer to the ordering clauses in this contract as well as FAR clause 52.217-8.

Legionella Testing services for Montana VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 1:

award to 10/14/2020)

Legionella Testing services for Sheridan VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 1:

10/15/2020 to 10/14/2021)

Legionella Testing services for Montana VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 2:

10/15/2021 to 10/14/2022)

Legionella Testing services for Sheridan VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 2:

10/15/2022 to 10/14/2023)

Legionella Testing services for Montana VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 3:

10/15/2023 to 10/14/2024)

Legionella Testing services for Sheridan VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 3:

award to 10/14/2020)

Legionella Testing services for Montana VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 4:

10/15/2020 to 10/14/2021)

Legionella Testing services for Sheridan VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 4:

10/15/2021 to 10/14/2022)

Legionella Testing services for Montana VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 5:

10/15/2022 to 10/14/2023)

Legionella Testing services for Sheridan VA Health Care System, per the PWS. This includes provision and shipping of testing sample kits to the VA, lab analysis at Contractor's facility, reporting to the VA, and re-testing. This is a non-personal service.

(Contract year 5:

10/15/2023 to 10/14/2024)

B.4 DELIVERY LOCATIONS

Department of Veterans Affairs Montana VA Health Care System 3687 Veterans Drive Fort Harrison MT 59636

Department of Veterans Affairs Sheridan VA Health Care System 1898 Fort Road Sheridan WY 82801

B.5 PERFORMANCE WORK STATEMENT (PWS)

PURPOSE:

Contractor is required to provide legionella testing and analysis services to detect for the presence of legionella for VA Health Care Systems in Fort Harrison, Montana, and Sheridan, Wyoming. Services include provision of mail-order testing kits, for use by VA staff in collecting environmental water analysis samples, as well as provision of final laboratory results, in accordance with this performance work statement (PWS), VHA Directive 1061 and CDC Elite Lab protocol. Services must be accomplished in a cost effective, safe, efficient and secure manner for the VA and in support of the VA Mission.

Period of Performance: The Price Cost Schedule of this contract identifies the term of the overall contract. Each respective task order placed against this base contract will clearly identify the period of performance and frequency for services.

Location:

1. Laboratory testing and analysis of samples, to include reporting results, are to be performed at the contractor’s facility.

2. Testing sample kits must be provided to the VA Medical Center facility listed on the respective task order

3. Reports must be issued to the COR or local POC listed on the respective task order (SF1449)

This is a non-personal services contract. The Contractor, it’s employees, agents and subcontractors shall not be considered government employees for any purpose. Contractor shall furnish all labor, materials, parts, equipment, tools, shipping, transportation, insurances, licenses, certifications and supervision necessary to provide services in accordance with this Performance Work Statement (PWS). The Contractor is responsible for all charges, fees, applications and procurement of all permits, licenses, registrations and certificates, pursuant to lawful application of the provision of services. For a contract of this size, scope and complexity, the successful Contractor must perform in a professional manner as recognized by commercial industry standards as good to excellent.

QUALIFIED CONTRACTOR: To fully qualify in performing services on this contract, and per this PWS, the Contractor must demonstrate, and maintain throughout the life of the contract, the following requirements:

1) Valid and current CDC ELITE Certification for the handling and testing of Legionella bacteria in water supply systems, with certifications provided at award to the CO and COR, and upon request throughout the contract period of performance, as necessary.

2) The ability to collect and provide appropriate and timely transport to testing facility.

3) The ability to test using the CDC ELITE criteria for Legionella testing.

4) Demonstrated service performance in accordance with all applicable laws, ordinances, regulations and service requirements as enforced by Federal, state, local and industry, capabilities and availabilities to commence services within 5 business days following issuance of a task order signed by the CO.

Contractor must provide current certifications to CO and COR upon award and provide immediate written notice to the CO and COR within 5 days following any change in certification, licensing, or update in equipment, applicable to this contract and PWS.

TASKS and REQUIREMENTS: The Contractor shall provide the tasks and requirements for services, during the applicable period of performance, and within the constraints of this PWS and the terms and conditions of this contract.

Important: Contractor must comply with “VHA Directive 1061”, dated 2014, and any future updates of this Directive, during the performance of services on this contract. This includes maintaining compliance with related supplemental information such as the document titled “Requirements in VHA Directive 1061 for Detection of Legionella in Environmental Samples”, dated 2018.

1. Testing Sampling Kits (supplies) – shall include water sampling containers (bottles) as well as chain of custody paperwork and the specific quantity ordered by the VA must be provided by the contractor and should be available within 5 business days to the VA before testing is to occur.

a. Orders will be on an as needed basis.

b. Environmental water sampling containers shall meet quality guidelines, as prescribed by Title 21 Code of Federal Regulation (CFR) Part 820.

c. Contractor must provide

i. two (2) additional follow up samples per quarter to verify remediation tactics.

ii. serotype of positive samples, 4 per quarter making a total of 12.

d. Shipping must include shipping containers, return shipping labels, and 250ml sample bottles.

e. Return shipping requires FedEx or UPS overnight service.

f. Shipping boxes shall be ULINE S-18943 type along with bubble wrap bags.

g. Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

h. The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract.

i. Number of Sampling Kits: This is a Requirements Contract where quantities and frequencies are subject to change. Refer to Estimated Quantities and the Price Schedule on this contract.

2. Testing of Samples - Contractor is responsible for testing and analyzing the samples for legionella.

a. Amounts: Refer to section titled, “Estimated Quantities”, of the contract for anticipated quantity every 12 months.

b. Schedule - It is anticipated that services will be required every three months. The commencement of the schedule is dependent upon issuance of each task order. COR will provide the Contractor with a schedule following issuance of each task order. Contractor must make best efforts to coordinate with the COR with regards to planning testing dates and shipping of samples. Schedule is subject to change based on VA activities.

3. Retesting - The Contractor will provide results to the VA and provide for retesting if needed. Any additional sampling due to a less than desirable result with be treated in the same manner as a standard test.

4. Reports - Contractor must provide test results to the VA when available. Contractor must provide test reports, in electronic format, such as online (preferred) or via email, to the COR within 24 hours test completion and within 1 week of receiving the test samples from the VA. Refer to Service Reports in this PWS. Timely reports will assist with informing the VA staff so they can take immediate action and corrective measures to ensure water safety and hygiene, as well as reducing risks to VA patients. The contract number shall be noted on all reports called for by the contract.

5. Service Notifications - Contractor must notify the COR in writing when:

a. Testing sample kits are due to arrive at the VA, and

b. When laboratory testing and analysis commences

VA Sampling - VA staff will use the sampling kits to collect environmental water analysis samples. Each sample will be drawn and packed by the VA and shipped according to guidelines of the Contractor. At the time of issuance of this contract, the VA has established a sampling process where VA staff aim to get all the sampling done at one time, during a one-month period, instead of doing tests each month throughout the quarter. The VA also needs time in the quarter to record the results. The VA tries not to test the last month of the quarter and prefers to test at the beginning of the quarter.

Quarters - VA considers a quarter to be the following periods during the year:

· October 1st to December 31st

· January 1st to March 31st

· April 1st to June 30th

· July 1st to September 30th

SERVICE REPORTS:

Contractor shall provide the COR with individual Service Reports pertaining to tasks and requirements performed at the location. All Service Reports are to be signed and dated by the designated Contractor’s Representative and provided to the COR at the end of each performance. Service reports must be legible. Complete service reports must be received by the COR or CO before any invoice can be certified for payment.

Each Service Report must legibly document the following to be considered complete:

1. Name of Contractor and contract number

1. Purchase order number / task order number

1. Contractor Service Report number/log number

1. Description of services performed during the applicable Service period

1. Description of any problems during service (if applicable)

1. Identify details of any Contractor equipment calibrations performed and results of such

1. Test results must show source sample information and result

CONTRACT OVERSIGHT BY THE CONTRACTOR

Contractor Representative and Point of Contact - The Contractor shall specify an individual who shall serve as a single point of contact for all Contract issues. Contractor must provide the COR and Contracting Office with the Contractor’s Representative contact details, to include cell phone and email, as a minimum:

1) Within 5 business days of contract award, and

2) Within 5 business days prior to a change in the COR by the Contractor.

The Contractor’s Representative must be easily accessible by phone and return COR calls within 48hours of a voice message left by the COR.

The contract number shall be referenced in all communications, to include written documents and emails, for all exchanges relating to the contract.

CONTRACT OVERSIGHT BY THE VA

Contracting Officer’s Representative (COR) -Upon contract commencement, the Contracting Officer will notify the Contractor in writing as to the COR(s) assigned to this contract, and upon reassignment of a new COR, as applicable. Contractor shall only respond to requests for service from the COR or the CO. If service is requested from any source, other than the COR or the CO, the Contractor is to advise the individual of this requirement and refuse to respond. Any billing resulting from unauthorized service will not be paid by the government.

The COR will periodically evaluate the Contractor’s performance to ensure services are received in accordance with this PWS. The COR will evaluate the Contractor’s performance through review of the deliverables and Contractor’s performance. When a COR is not assigned, the CO will inform the Contractor of the locally assigned point of contact (POC) at the VA location. In this instance, the Contractor shall communicate and coordinate services through the VA POC and copy the CO on all written communications.

Authority of the COR - The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract. In the event the Contractor affects any changes at the direction of any person other than the Contracting Officer, the changes will be considered to have been made without authority and no adjustment will be made in the contract price or schedule to cover any increase in costs incurred as a result thereof. The

Contracting Officer shall be the only individual authorized to accept nonconforming work, waive any requirement of the contract, and/or modify any term or condition of the contract. The Contracting Officer is the only individual who can legally obligate Government funds. No costs chargeable to the proposed contract can be incurred before receipt of a fully executed contract or specific authorization from the Contracting Officer.

Government Alternate Points of Contact (POC) – Emergencies Only - The COR will identify Alternate Points of Contact (POC) to be used only for instances of emergencies when the COR is not easily contactable. These will be individuals in supervisory or managerial roles within the VA department responsible for monitoring performance on this contract. The Contractor will be provided this information within 5 days of an Alternate POC being assigned. An Alternate POC does not replace the COR nor do they replace the Contracting Officer during the performance and administration of this contract, nor does it relinquish or diminish the Contractor’s requirements in relation to the performance of this Contract.

Placing Orders for Services – The COR is designated by the Contracting Officer as the only authorized point of contact for communicating Task and Requirement related details to the Contractor’s Representative. The Contractor will only be required to fulfil Tasks and Requirements, and the COR will be authorized to proceed to communicate with the Contractor on Tasks and Requirements, upon receipt of a funded Task Order which has been signed by a VA warranted Contracting Officer from the Administrative Contracting Office identified on page 1 of this contract. Performance of tasks must not exceed the dollar values and period of performance outlined in the Task Order, or its respective modifications. If service is requested outside the Task Order terms and conditions, the Contractor is to advise the COR of this, refuse to respond to the order request, and immediately follow up in writing with the Contracting Officer. Any billing resulting from unauthorized service will not be paid by the government. Within 48 hours of commencement of each Task and contract related service, the COR and the Contractor’s Representative must respectively provide written confirmation of such to the CO. The VA will strive to provide the Contractor a signed Task Order within 10 days of performance being required on Tasks. Refer to section in this PWS for Service Reports as well as the Ordering clauses in this contract.

Penalties for Unauthorized Commitments: CORs, or VA POCs, who violate their delegation are subject to penalties if the violation results in an Unauthorized Commitment. An Unauthorized Commitment is an agreement that is not binding solely because the Government representative who made it lacked the authority to enter into that agreement on behalf of the Government. (FAR 1.602-3(a)) Penalties for violations are outlined in VA Acquisition Regulation 801.690-7 and VA Handbook 7401.7. Examples of Unauthorized Commitments include but are not limited to: COR or other Program Office official directs contractor to deviate from the contract. A contractor mistakes a request from a COR (or VA POC) seeking information as an order, ships the item, the COR (or POC) does not realize it is an improper order and accepts the item rather than reject and return the item. COR (or VA POC) exceeds authority and authorizes work, additional time, money or any other type of extension on contract.

SAFETY AND COMPLIANCE: The Contractor must perform services in accordance with:

1) All federal, state and local laws, whether or not related to the performance of contract services.

2) Local, state and federal Occupational Safety and Health guidelines and legislation, to include Occupational Safety and Health Administration (OSHA);

3) Local, state and federal guidelines and legislation, as well as OKC VAHCS Directives and guidelines, relating to privacy protection laws

Medical Center Directives and Policies: Each VA Medical Center has directives and policies that are updated from time to time. The COR can provide more detailed information to the Contractor of these upon commencement of the contract and throughout the term of the contract, as needed. VA universal policies include parking, possession of weapons, cell phone use, and use of photography as well as smoking on VA property. Contractor’s must comply with posted rules and signs on federal property. Violations of such policies may result in individual fines or citation answerable in the United States (Federal) District Court.

QUALITY

Quality Control Plan (QCP) - Contractor will develop and maintain a quality program ensuring services are performed in accordance with commonly accepted commercial practices, and the requirements of this PWS. At a minimum, the contractor must develop Quality Control Procedures (QCP). Contractor must develop and implement Quality Control Procedures to identify, prevent, and ensure non-recurrence of defective services.

QCP - either a paper version or emailed version of the QCP must be provided to the COR and CO upon request. Contractor must be prepared to comply with requests as soon as:

1. Within 30 days of contract award, and

1. Within 30 days prior to a major change in the QCP by the Contractor.

Remedy or Rework - Rework or Remedy is defined as performing the Service again until the Purpose of this PWS is achieved in full. This involves less than Satisfactory Service by the Contractor and as noted by the COR. Rework or Remedy must occur within a reasonable time, but no more than 5 business days of the notice of the rework or remedy requirement from the COR and at no additional cost to the Government. In the event climate or weather conditions make it unsuitable for Services, the entire service date will be re- scheduled to a date and time mutually agreeable to the Contractor and the COR. Postponement as a result of these circumstances will not reflect any penalties assessed to the Contractor or to the Government.

FEDERAL HOLIDAYS AND STANDARD BUSINESS HOURS - Standard Business Hours at the VA Medical Center are between 8:00am and 4:30pm Monday-Friday excluding Federal holidays, except by special alternate arrangement, coordinated and authorized by the COR.

The Federal Government observes the following days as holidays. Federal Holidays can be found at the OPM website. At time of writing, the information can be found at https://www.opm.gov/policy-data-oversight/snow-dismissal-procedures/federal-holidays/ The Federal Government observes the following days as holidays.

*Holidays that fall on Saturday are observed on the preceding Friday. Holidays that fall on Sunday are observed on the following Monday.

In addition to the days designated as holidays, the Government observes the following days:

· Any other day designated by Federal Statute

· Any other day designated by Executive Order Any other day designated by the President of the United States to be a Federal holiday

DEFINITIONS

Acceptance Signature - VA employee who is authorized to sign-off on the Service Report Authorization Signature - COR's signature; indicates COR accepts work status as stated in Service Report.

CO - Contracting Officer COR – Contracting Officer’s Representative OSHA – Occupational Safety and Health Administration Service Report - a documentation of the services rendered for each incidence of work performance under the terms and conditions of the contract.

Services – includes those identified in the Purpose of this PWS SOW – for the purpose of this contract SOW has the same meaning as PWS, and refers to the PWS in this contract.

VA - Department of Veterans Affairs VAHCS – VA Health Care System VAMC – Veterans Affairs Medical Center VA Mission Statement: “To fulfill President Lincoln's promise “To care for him who shall have borne the battle, and for his widow, and his orphan” by serving and honoring the men and women who are America’s Veterans.”

VHA - Veterans Health Administration 36C25919Q0646

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from award date of this base contract through end date of this base contract.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of the Maximum Ceiling Value;

(2) Any order for a combination of items in excess of the Maximum Ceiling Value; or

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 1 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-21 REQUIREMENTS (OCT 1995) ALTERNATE I (APR 1984)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) The estimated quantities are not the total requirements of the Government…