36C25923Q0853.docx

36C25923Q0853

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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.

UEI:

EFT:

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C259-23-AP-2456

36C25923Q0853 08-31-2023 David Glanton 303-712-5703 09-11-2023

10:00AM

MDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village

CO

80111 X X 621511 $41.5 Million N/A X Department of Veteran Affairs Cheyenne and Sheridan VA Medical Center 2360 E Pershing Blvd, 1898 Fort Road Cheyenne, WY 82001 Sheridan, WY 82801

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village

CO

80111

Submitted Electronically Department of Veterans Affairs Financial Service Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Contractor shall Provide Anatomic Pathology Services and Hematology slide review services to VA Cheyenne Medical Center and VA Sheridan Medical Center.

See CONTINUATION Page X X X Juanita Street Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION

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

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.1. CONTRACTOR: Name: ________________________

B.1.1.2. GOVERNMENT: David Glanton, Contracting Officer Department of Veterans Affairs Rocky Mountain Network NCO 19 Contracting 6162 S. Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5703

FAX: 303-712-5730

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

c. Other [X] MONTHLY IN ARREARS B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

1. OB10/Tungsten e-Invoice Setup Information: (877) 752-0900

1. OB10/Tungsten e-Invoice email: USClientServices@ob10.com

1. FSC e-Invoice Contact Information: (877) 353-9791

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

1. The following two codes will be required when creating a vendor profile in OB10:

OB10 Buyer Number AAA544240062 Promo Code: VAPC7Y18

B.1.5. CONTRACTOR’S UNIQUE ENTITY ID (SAM): Please provide the Contractor’s Unique Entity ID number to be utilized for this contract: _________________________ B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract: _________________________ B.1.7. PERIOD OF PERFORMANCE: Services required herein shall be for the following time period:

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B.2 STATEMENT OF WORK

SCOPE

The contractor shall provide all management, personnel, security clearance, space, and equipment necessary to perform pathology services as stated herein. Services shall be performed at either the contractor’s place of business, or on the premises of the Cheyenne VA Medical Center in Cheyenne Wyoming, located at 2360 E Pershing Blvd, Cheyenne, WY 82002, or the Sheridan VA Medical Center located at 1898 Fort RD, Sheridan, WY 82801. The VA will mail specimens to contractor for testing. Frozen section, Fine needle, fresh specimen, CAP survey review, meeting attendance, and on call procedures will not apply to Sheridan WY.

ANATOMIC PATHALOGY:

All routine anatomic pathology specimens from the VA shall be placed in a designated location at the VA Medical Center for pick up by Contractor personnel at regularly scheduled times. All specimens must be accompanied by an appropriately completed surgical pathology requisition.

Routine surgical pathology and cytology reports shall be available within two days after picking up from the VA and final autopsy reports shall be available within thirty (30) days, except in cases requiring special procedures.

FROZEN SECTION SPECIMEN:

Frozen sections performed on specimens obtained at the VA Medical Center shall be performed at the VA Medical Center facility. VA facility will make every effort to provide a 15-minute warning when specimen is on the way to the laboratory.

Whenever possible, all frozen sections performed at the VA Medical Center shall include a prior notification of the Histology Laboratory at the contractor’s facility. All reports of frozen section examination will be relayed immediately upon completion of the frozen section to the appropriate surgeon or surgical suite or to a phone number designated by the requesting surgeon.

Other Contractor provided pathology services, which are at no additional cost to the Government. Include Consultation with medical technologists on various clinical questions which develop in the laboratory departments concerning hematology, coagulation, microbiology, urinalysis, chemistry, immunochemistry, and blood bank issues to include review of hematology slides for abnormal and difficult cellular determinations and recommended medical follow up by the practitioners.

Review, input, approval, and signature on written laboratory procedure manuals and policies as needed, provide clinical guidance and input on matters relating to various clinical issues so the laboratory can function effectively with accrediting and regulating agencies, administrative officials, the medical community, and the patient population.

24 hour, 7 days/week, 52 weeks/year availability to the Medical and Laboratory staff of the VA Medical Center, primarily in the areas of blood bank and anatomic pathology. The contractor(s) shall be available, on an on-call basis to respond for emergency cases within one hour or less of notification. Most areas of the laboratory can be handled during normal duty hours. Any services provided to the VA by the Contractor on a federal holiday will be paid for by the VA.

Provide reasonable assistance to the Chief of Staff of the VA Medical Center in monitoring quality assurance, quality control, utilization review, and procedures relevant to pathology services by participation in a professional capacity in Medical Executive Committee, Surgical Case Review, Blood Utilization Review, and Laboratory Utilization Committee, as well as VA Laboratory Staff Meetings. Provide quality assurance monitoring of overall laboratory performance by reviewing all proficiency testing results and actions in the laboratory. All reagents, stains and supplies shall be provided and disposed of by contractor. Reagent lot and stain quality documentation will be the responsibility of the contractor. Quality assurance logs and documentation will be provided monthly to the VA. Quarterly second pathologist 10% case review quality assurance will be performed and provided to the VA for quality monitoring.

SPECIAL REQUIREMENTS

Under the authority of Public Law 104-262 and 38 USC 8153, the contractor agrees to provide Health Care Resources in accordance with the terms and conditions stated herein, to furnish to and at the Department of Veterans Affairs Medical Center, Cheyenne, Wyoming, and Sheridan WY VAHCS. The services and prices shall be specified in the Section entitled Schedule of Supplies/Services of this contract.

RESOURCES:

The resources specified in Services and Price may be changed by written modification to this contract. The modification will be prepared by the VA contracting officer and, prior to becoming effective, shall be approved by the VA Chief of Staff or his/her designee.

QUALIFICATIONS:

Personnel assigned by the Contractor to perform the services covered by this contract shall be licensed in a State, Territory, or Commonwealth of the United States or the District of Columbia. The qualifications of such personnel shall also be subject to review by the VA Chief of Staff and approval by the VA Medical Center Director.

MEDICAL RECORDS:

Clinical or other medical records of VA beneficiaries treated by the Contractor under this contract will be forwarded to VA. The contractor shall provide procedural, computer and physical security to safeguard patient privacy when accessing records outside of the VA facility.

PERSONNEL POLICY

The Contractor shall be responsible for protecting the personnel furnishing services under this contract. To carry out this responsibility, the Contractor shall provide the following, if applicable, for these personnel:

Salaries, fringe benefits, including sick leave, personal leave, vacation, continuing medical education, retirement benefits, social security benefits; professional dues; liability/malpractice insurances, and any other applicable overhead/administrative items.

The parties agree that neither the Contractor nor his/her employees shall be considered a VA employee for any purpose.

When the contractor determines that they do not have the capability or capacity to perform a necessary test or service, the Government reserves the sole discretion to either:

Seek an alternate source to fulfill the requirement. When the Government determines the need to utilize alternate sources to fulfill the contract requirements, the contractor shall be charged and shall reimburse the Government for any charges above the stated contract price or authorize the contractor to subcontract the service upon prior coordination with the Contracting Officer.

Continual failure to perform within the terms and conditions of this contract may be considered cause for termination of services under the “Termination for Cause” section of the contract (52.212-4(m)).

HOSPITAL ADMINISTATIVE WORKING DAYS

Monday through Friday 8:00 a.m. to 4:30 p.m.

NATIONAL HOLIDAYS:

New Year’s Day Dr. Martin Luther King Jr’s Birthday Presidents’ Day Labor Day Memorial Day Veteran’s Day Independence Day Juneteenth day Columbus Day Christmas Day Thanksgiving Day

And any other day specifically declared a National Holiday by the President of the United States. When one of the above designated legal holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday by US Government Agencies.

BACKGROUND INVESTIGATION

All Contractor and sub-Contractor employees who require access to the Department of Veterans Affairs computer systems shall be the subject of a background investigation and must receive a favorable adjudication from the VA Office of Security and Law Enforcement prior to contract performance. This requirement is applicable to all subcontractor personnel requiring the same access. If the investigation is not completed prior to the start date of the contract, the Contractor shall be responsible for the actions of those individuals they provide to perform work for VA. This position sensitivity has been designated as low risk. The level of background investigation commensurate with required level of access is minimum background investigation or National Agency Check with written inquiries. The Contractor shall bear the expense of obtaining background investigations. If the Office of Personnel Management (OPM) conducts the investigation, the Contractor shall reimburse VA within 30 days. The Contractor shall prescreen all personnel requiring access to the computer systems to ensure they maintain a U.S. citizenship and are able to read, write, speak, and understand the English language. The Contractor shall submit or have their employees submit the following required forms to the VA Office of Security and Law Enforcement within 30 days of receipt of notification of award:

1. Standard Form 85P, Questionnaire for Public Trust Positions

2. Standard Form 85P-S, Supplemental Questionnaire for Selected Positions

3. FD 258, U.S. Department of Justice Fingerprint Applicant Chart

4. VA Form 0710, Authority for Release of Information Form

5. Optional Form 306, Declaration for Federal Employment

6. Optional Form 612, Optional Application for Federal Employment??

Unfavorable Determinations: The Contractor, when notified of an unfavorable determination by the Government, shall withdraw the employee from consideration from working under the contract. Failure to comply with the Contractor personnel security requirements may result in termination of the contract for default or for cause.

Investigation Forms: The necessary forms will be provided to the Contractor after receiving a list of names and addresses. The Contracting Officer in conjunction with the on-site Information Security Office will ensure that the Contractor provides evidence that investigations have been completed or are in the process of being requested.

INFECTION CONTROL REQUIREMENTS

Health Tests: Suppliers of Patient Care Services for the Cheyenne Veterans Affairs Medical Center (VAMC) must be able to provide evidence of Infection Control orientation, appropriate health screening and follow-up procedures to appropriate VA personnel, Infection Control Coordinator. Personnel providing care within the VA hospital, clinics, and/or nursing home care unit must comply with the Occupational Safety and Health Administration (OSHA) standards related to Blood borne pathogens and Tuberculosis (TB) as appropriately related to the duty position, they will hold.

Hepatitis B vaccination: the contractor will maintain an employee’s declination or completion form.

Exposure to Potentially Infectious Blood borne Pathogens (BBP): Employee’s experiencing an exposure to potentially infectious BBP should immediately notify their supervisor. The contractor will provide appropriate post exposure follow-up, treatment, and maintenance of required records. Tuberculosis (TB) Screening: screening shall consist of a TB skin test within the previous 12 months for TB-skin-test-negative workers and a chest x-ray for those who are TB skin test positive. For employee’s who cannot provide documentation of a TB skin test within the last 12 months and are identified as in a high-risk category, a two-step TB skin test will be obtained. A two-step test includes placement and reading of an initial TB skin test with an additional placement and reading of a second TB skin test one week after the reading of the initial test. Any workers identified as having been exposed to a potentially infectious active TB patient while providing services at the Cheyenne VAMC will be notified and the contractor will be responsible for any follow-up TB testing. Employees should know their own Hep. B vaccination status and TB skin test-screening results. The contractor will keep a record of all vaccinations status and screening results and be able to produce this information in writing to the Cheyenne VAMC within 24-hour period, if necessary.

EPA FEDERAL REQUIREMENTS

Contractor will remove any used hazardous chemicals from the premises once the procedure is complete. A monthly report is required by the GEMS Coordinator from the Cheyenne Veterans affairs medical center showing that the chemicals have been removed and recycled by contractor policy. This report should also name what chemicals have been recycled. The Cheyenne (VAMC) must maintain the reporting that the chemicals have been removed and recycled. The Laboratories must maintain accurate, up-to-date, and easily retrievable records of sample and waste handling. This documentation is essential for meeting Federal and State regulations, planning and tracking sample disposition, reducing liability, facilitating inspections, and responding to inquiries and information requests. These Ensuring wastes are properly packaged and labeled for transportation using Packing Groups and proper shipping names. The laboratory Completing the Waste Manifest and Bill of Lading for each waste shipment Submitting copies of the Waste Manifest to Cheyenne Veterans affairs medical center GEMS program manager. transportation vehicles must meet placard requirements, properly segregate and secure waste and are in good working condition, ensuring waste shipments arrive as specified location and are accepted at the approved.

B.3 PRICE LIST

DEPARTMENT VETERAN AFFAIRS ADMINISTRATION PRICE LIST

SPECIMENS RECEIVED 10/01/2023 THRU 09/30/2028

Count Price

*If CPT codes are not correct, please provide correct code

* Please add any additional test necessary

Total

B.4 INTRODUCTION

In the spirit of the Federal Acquisition Streamlining Act, the Department of Veterans Affairs (DVA) and (Contractor)______________hereby enter into a cooperative agreement, otherwise referred to as a Blanket Purchase Agreement (BPA), to further reduce the administrative costs of acquiring supplies/services. The agreement details all supplies with accompanying prices and descriptions, which may be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of all the clauses and provisions in full text or incorporated by reference in this document.

B.5 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs.

B.6 ADMINISTRATIVE DATA

A Blanket Purchase Agreement (BPA) is hereby established between (Contractor) and the Department of Veterans Affairs under the following terms and conditions incorporated in this BPA:

Contractor Primary Point of Contact:

Alternate Point of Contact:

DUNS NUMBER:

Cognizant Office (Include complete address):

Department of Veterans Affairs Network Contracting Office 19

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

B.7 PRICING DATA

1. The prices included on the BPA list (or applicable "discounted" rates submitted in a proposal response to an RFQ resulting in award) that are in effect on the effective date of an order shall govern that order's basic performance period. With regard to any option years, which are later exercised, the proposed option year rates as incorporated into the order award are in effect until such time, if applicable, that the contractor has been authorized a rate increase culminating from a negotiation with the Contracting Officer.

2. The BPA holder can voluntarily reduce offered prices at any time by giving 24-hour advance notice (by facsimile or electronic-mail) to the Department of Veterans Affairs/Contracting Officer. This BPA also allows for additional discounts if a "large order" is placed at one time. An advanced notice is not required for discounts offered for only an individual order. Whether an order is large enough to warrant such a discount is subject to the discretion of the BPA holder.

3. The BPA holder may also increase BPA prices at any time. Any BPA price increase shall not take effect until the Department of Veterans Affairs Contracting Officer receives written notification (U.S. mail, facsimile, or electronic-mail). Any order already issued shall not be affected by any change to BPA pricing. The prices offered under this BPA will undergo annual review by the Department of Veterans Affairs Contracting Officer.

B.8 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 30 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended BPA shall be considered to include this option provision.

c. The total duration of this BPA, including the exercise of any options under this clause, shall not exceed the performance period.

B.9 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $650,000/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at $3,500,000.00 over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual Task Orders above the stated Task Order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.10 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

B.11 PERIOD OF PERFORMANCE

B.12 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders: NCO 19 Contracting Officer DVA authorizes the following entities to place orders: NCO 19 Contracting Officer

B.13 ORDER FORMAT

Orders will be placed against this BPA via e-mail, Electronic Data Interchange (EDI), FAX, or in hardcopy format. Each individual BPA Task Order will describe the tasks, services and deliverables required.

B.14 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

Ronnie Jones

(303) 712-5721 Ronnie.Jones@va.gov

The Primary and/or Secondary COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR and the Contractor's Representative shall work together to ensure that all contractual requirements are being met. The COR will interpret specifications or technical portions of the work. The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government. Only a warranted Contracting Officer is authorized to obligate funds on this or any other contract action.

The contractor shall immediately notify the Contracting Officer in writing if the COR has taken an action (or fails to take action) or issues directions (written or oral) that the contractor considers to exceed the above limitations.

The contractor shall provide the Contracting Officer information copies of all correspondence to the COR.

B.15 FEDERAL HOLIDAYS

Unless specifically authorized in writing by the Contracting Officer, no services will be provided, and no charges will be incurred and/or billed to any order on this contract on any of the Federal Holidays listed below.

Juneteenth

B.16 INVOICES

a. Inspection and acceptance shall be accomplished as follows: The Government, for all services furnished under any resulting order, hereby designates the COR in the program office as the point of final inspection and acceptance. The BPA holder will submit each invoice, including all back-up data, to the Contracting Officer (CO) for review and signature. When the CO receives an accurate and complete invoice, he/she will return a signed copy to the BPA holder within five (5) working days. If the invoice is incomplete or inaccurate, the CO will return the unsigned invoice to the BPA holder for correction. The Contracting Officer will then forward the signed invoice to the Chief Financial Officer (CFO) for payment. Final payment for each order will be accomplished by final invoice accompanied by a receiving report.

b. An itemized invoice shall be submitted to the CO at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. Copies of delivery tickets shall support these invoices. "Approved-for-payment" invoices will be submitted to the payment address specified on each individual order issued under this BPA.

B.17 PRECEDENCE

The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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. 4701 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 PRODUCTS AND COMMERCIAL SERVICES 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 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 30 September. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 30 September, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.4 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.5 VAAR 852.208-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS—ORDERS OR BPAS (NOV 2022)

(a) In an effort to increase contracting opportunities for Veterans, depending on the evaluation factors included in the solicitation, VA will evaluate responses received based on the schedule Contractor’s VIP-verified service-disabled veteran-owned small business/veteran-owned small business (SDVOSB/VOSB) status; and/or their proposed use of VIP-listed SDVOSB/VOSB as subcontractors or teaming partners.

(b) To receive credit under this clause a contractor or subcontractor must be listed, at time of submission of offer/quotes and at time of award, as an eligible SDVOSB/VOSB in the Vendor Information Pages (VIP) database at https://www.vetbiz.va.gov/vip/.

(c) A VIP-listed SDVOSB schedule holder will receive full credit, and a VIP-listed VOSB schedule holder…