36C26123Q1177.docx

36C26123Q1177

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.

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. SIGNAT

URE 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

662-23-4-6048-0054 36C26123Q1177 08-25-2023 Angela Gerlitzki 808-539-1307 09-06-2023 10:00

PDT

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System 711 Kapiolani Blvd Suite 200 Honolulu HI 96813 X 541380 $19 Million N/A X "See Statement of Work"

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Pacific Islands Health Care System 711 Kapiolani Blvd Suite 200 Honolulu HI 96813

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 866-372-1141 vafscenterprisesupport@va See CONTINUATION Page Pharmacy Microbial Sampling & Certification for the San Francisco VA Medical Center in accordance with the Statement of Work.

Quote instructions are provided in provision 52.212-1.

Evaluation factors are provided in provision 52.212-2.

See CONTINUATION Page X Angela Gerlitzki Contracting Officer Table of Contents

36C26123Q1177

Page 1 of Page 1 of

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 36C261 Angela Gerlitzki, angela.gerlitzki@va.gov Department of Veterans Affairs Network Contracting Office (NCO) 21

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.

Invoicing: All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

More information on the VA Financial Services Center is available at http://www.fsc.va.gov/einvoice.asp.

Vendor 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:

· 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 PRICE/COST SCHEDULE

ITEM INFORMATION

Viable Sampling, Surface; with Colony ID Contract Period: Base POP Begin: 09-19-2023 POP End: 09-18-2024 PRINCIPAL NAICS CODE: 541380 - Testing Laboratories and Services PRODUCT/SERVICE CODE: H266 - Equipment and Materials Testing - Instruments and Laboratory Equipment

Viable Sampling, Airborne; with Colony ID

POP Begin: 09-19-2023 POP End: 09-18-2024

Biosafety Cabinet - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2023 POP End: 09-18-2024

Cleanroom Suite (HD Buffer, IV Buffer, Anteroom) CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2023 POP End: 09-18-2024

Laminar Airflow Workbench - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2023 POP End: 09-18-2024

Viable Sampling, Surface; with Colony ID

POP Begin: 09-19-2024 POP End: 09-18-2025

Viable Sampling, Airborne; with Colony ID

POP Begin: 09-19-2024 POP End: 09-18-2025

Biosafety Cabinet - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2024 POP End: 09-18-2025

Cleanroom Suite (HD Buffer, IV Buffer, Anteroom) CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2024 POP End: 09-18-2025

Laminar Airflow Workbench - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2024 POP End: 09-18-2025

Viable Sampling, Surface; with Colony ID

POP Begin: 09-19-2025 POP End: 09-18-2026

Viable Sampling, Airborne; with Colony ID

POP Begin: 09-19-2025 POP End: 09-18-2026

Biosafety Cabinet - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2025 POP End: 09-18-2026

Cleanroom Suite (HD Buffer, IV Buffer, Anteroom) CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2025 POP End: 09-18-2026

Laminar Airflow Workbench - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2025 POP End: 09-18-2026

Viable Sampling, Surface; with Colony ID

POP Begin: 09-19-2026 POP End: 09-18-2027

Viable Sampling, Airborne; with Colony ID

POP Begin: 09-19-2026 POP End: 09-18-2027

Biosafety Cabinet - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2026 POP End: 09-18-2027

Cleanroom Suite (HD Buffer, IV Buffer, Anteroom) CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2026 POP End: 09-18-2027

Laminar Airflow Workbench - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2026 POP End: 09-18-2027

Viable Sampling, Surface; with Colony ID

POP Begin: 09-19-2027 POP End: 09-18-2028

Viable Sampling, Airborne; with Colony ID

POP Begin: 09-19-2027 POP End: 09-18-2028

Biosafety Cabinet - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2027 POP End: 09-18-2028

Cleanroom Suite (HD Buffer, IV Buffer, Anteroom) CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2027 POP End: 09-18-2028

Laminar Airflow Workbench - CETA CAG USP 797 Certification & Report

POP Begin: 09-19-2027 POP End: 09-18-2028

Summary: These are estimated total prices and the contractor may only invoice for services performed.

B.3 STATEMENT OF WORK

Pharmacy Microbial Sampling & Certification for the San Francisco VA Medical Center August 25, 2023

1. SCOPE:

1.1. Services Needed: Pharmacy Cleanroom Engineering Controls Certification and Recertification and routine Microbiological Air and Surface Monitoring.

1.2. Certification indicates that the Primary Engineering Controls (PECs, also known as compounding hoods) and Secondary Engineering Controls (SECs, also known as HVAC, Facilities, or Cleanroom Suite) meet design and air quality specifications.

1.3. The contractor shall furnish all labor, transportation, parts, expertise and reporting necessary to provide the services needed.

2. SERVICE REQUIREMENTS:

2.1. Engineering Control Certification and Recertification must include:

2.1.1. Frequency

2.1.1.1. Initial Certification of new facilities and equipment (PECs and SECs). (Additional Service as requested)

2.1.1.2. Recertification every 6 months (Authorized Service)

2.1.1.2.1. After any servicing of facilities or equipment (Additional Service as requested)

2.1.1.2.2. In response to identified problems (Additional Service as requested)

2.1.2. Airflow testing to include air velocity, room air exchange rate, room pressure differential in doorways between adjacent rooms, Air Changes per Hour (sum of PEC and SEC contributions).

2.1.3. HEPA filter integrity testing of PECs and SECs.

2.1.4. Total Airborne Particle Sampling with counts inside PECs and SECs.

2.1.5. Dynamic airflow smoke-pattern test inside PECs. (Note: The number of personnel present in each PEC and SEC during total particle-count tests and dynamic airflow smoke-pattern tests must be documented.)

2.1.6. Written verification of in-date service and/or calibration for all equipment as recommended by the manufacturer must be included in reporting.

2.2. Microbiological air and surface monitoring must be performed initially (baseline level established in conjunction with certification of new facilities and equipment) and

2.2.1. Airborne Viable Particulate sampling every 6 months in all classified areas. (Authorized Service)

2.2.2. Surface sampling monthly in all classified areas, and pass-through chambers connecting to classified areas. (Authorized Service)

2.2.3. After any major servicing of facilities or equipment. (Additional Service as requested)

2.2.4. In response to identified problems. (Additional Service as requested)

2.2.5. In response to identified trends. (Additional Service as requested)

2.2.6. In response to changes that could impact the sterile compounding environment. (Additional Service as requested)

2.3. Microbiological air and surface monitoring must be performed during dynamic operating conditions and include:

2.3.1. A diagram of the sampling locations and sampling sites must be provided for all classified areas.

2.3.2. Two sampling locations in each PEC or SEC.

2.3.3. Written procedures for collecting samples, handling, and storage of media and devices to avoid contamination.

2.3.4. The time of day of sampling in relation to activities in the compounding area.

2.3.5. Written verification of in-date service and/or calibration for all equipment as recommended by the manufacturer must be included in reporting.

2.4. Airborne viable particulate sampling must include:

2.4.1. Taking samples from inside the PECs and SECs during dynamic operating conditions.

2.4.2. Use of a general microbiological growth media that supports the growth of bacteria and fungi must be used (e.g., TSA) with COAs from the manufacturer must verify that the sampling media devices meet the expected growth promotion, pH, and sterilization requirements.

2.4.3. Testing at least 1000 L of air from each location sampled using an impaction air sampler.

2.4.4. Reporting results in Colony-Forming Units (CFUs) unless levels measured during viable air sampling exceed [cfu/cubic meter (1000 liters) of air/media device] ISO 5 > 1 CFU, ISO 7 > 10 CFU, ISO 8 > 100 CFU, then identify and report any microorganisms recovered to the genus level if possible.

2.5. Surface sampling must include:

2.5.1. Taking samples from

2.5.1.1. the work bench or direct compounding area

2.5.1.2. equipment contained within the PEC

2.5.1.3. the staging or work area(s) near the PEC

2.5.1.4. frequently touched surfaces in the SEC

2.5.2. Surface sampling media devices (e.g., plates, paddles, or slides) must be used for sampling flat surfaces and

2.5.2.1. contain general microbial growth media (e.g., TSA) supplemented with neutralizing additives (e.g., lecithin and polysorbate 80) to neutralize the effects of any residual disinfecting agents.

2.5.2.2. have a raised convex surface or use sterile swabs wetted with sterile water or a sterile neutralizing buffer may be used when sampling irregular surfaces and difficult-to-reach locations such as crevices, corners, and spaces between surfaces.

2.5.3. Report results in CFUs unless levels measured during surface sampling exceed [cfu/cubic meter (1000 liters) of air/media device] ISO 5 > 3 CFU, ISO 7 > 5 CFU, ISO 8 > 50 CFU, then identify and report any microorganisms recovered to the genus level if possible.

2.6. All Samples must be incubated in an incubator at the following times and temperatures:

2.6.1. Incubate the media device at 30°–35° for no less than 48 h. Examine for growth and report as CFUs.

2.6.2. Then incubate the media device at 20°–25° for no less than 5 additional days. Examine for growth and report as CFUs.

2.6.3. Alternative methods to shorten the overall incubation period may be approved by the VA.

2.6.4. The incubator temperature must be monitored during incubation, either manually or by a continuous recording device, and the results must be reviewed and documented.

2.6.5. The testing plates and methods will be determined by the vendor based on applicable testing standards.

2.6.6. The method and supplies used will be described in the results by the vendor.

3. CLASSIFIED AREAS NAMES AND LOCATIONS:

3.1. Primary Engineering Controls (ISO Class 5):

3.1.1. Four Compounding Hoods Total:

3.1.1.1. Two Laminar Flow Hoods

3.1.1.2. Two Biological Safety Cabinets

3.2. Secondary Engineering Controls (ISO Class 7):

3.2.1. Four Facilities Total:

3.2.1.1. Hazardous Drug Negative Pressure Buffer Room (Building 203 Chemo Room)

3.2.1.2. Sterile Injectable Compounding Buffer Room (Building 203 IV Room)

3.2.1.3. Ante Room (Building 203)

3.2.1.4. CSCA USP 800 Space (Building 1)

4. SUMMARY OF SERVICES TO BE PROVIDED:

4.1. Laminar Flow Hood (two each): every 6-month certification and microbiological active air sampling and monthly surface sampling.

4.2. Biological Safety Cabinet (two each): every 6-month certification and microbiological active air sampling and monthly surface sampling.

4.3. Hazardous Drug Negative Pressure Buffer Room (Building 203 Chemo Room): every 6-month certification and microbiological active air sampling and monthly surface sampling.

4.4. Sterile Injectable Compounding Buffer Room (Building 203 IV Room) every 6-month certification and microbiological active air sampling and monthly surface sampling.

4.5. Ante Room (Building 203) every 6-month certification and microbiological active air sampling and monthly surface sampling.

4.6. CSCA USP 800 Space (Building 1) every 6-month certification and microbiological active air sampling and monthly surface sampling.

5. DELIVERABLES:

5.1. A report for each tested Primary Engineering Control provided in sufficient detail to determine the exact location and contain reports on all the requirements.

5.2. A report for each tested Secondary Engineering Control provided in sufficient detail to determine the exact location and contain reports on all the requirements.

5.3. A report for each Active Air Sampling test provided in sufficient detail to determine the exact location and contain reports on all the requirements.

5.4. A report for each Surface Sampling test provided in sufficient detail to determine the exact location and contain reports on all the requirements.

6. CONTRACTOR QUALIFICATIONS:

6.1. The contractor must be qualified to provide the services using most resent CETA Application Guides (CAGs) 003 – Controlled Environment Testing Association (CETA) Certification Guide for Sterile Compounding Facilities and United States Pharmacopeia (USP) chapter 797 regulatory standards.

6.2. Copies of contractor personnel CETA exam certifications are required prior to proposal consideration.

7. LOCATION ADDRESS AND NORMAL BUSINESS HOURS:

7.1. San Francisco Veterans Affairs Health Care System

Building 203, Basement and Building 1 First Floor Pharmacy 4150 Clement Street (119) San Francisco, CA 94121

7.2. Vendor Access” Normal Business Days Monday through Friday, 8:00am to 4:00pm

8. POINT OF CONTACT: Government Point of Contact, Jesse Wommack, Operations Supervisor, Engineering Service or his designee, telephone number (415) 221-4810, ext. 26421.

9. SCHEDULED MAINTENANCE: Not Applicable

10. SERVICE REPORT AND SPECIAL INSTRUCTIONS:

10.1. A Certification Report will be issued to the Government Point of Contact.

10.2. The Certification Report will include a map of the testing locations.

10.3. The Certification Report will include the Air Changes Per Hour (ACPH) from HVAC, contributed from PEC, and total.

10.4. Report the results to the CSP Pharmacist.

10.5. Report the results within 1 business day of the results being issued by any sub-contractor.

10.6. Reporting will not exceed 16 business days from the time of the initial testing.

10.7. Report the results with current enforceable Compendial ISO Class and Action Levels and include Cross-Reference Nonconforming Results to specific testing standards.

10.8. Sign, date, and Approve the Report.

10.9. The contractor will contact the CSP Pharmacist or the Government Point of Contact prior to performing any testing to schedule a date and time acceptable to each.

10.10. Certification of Area 1 will be separated from certification of Area 2 by at least 30 days.

10.11. The service representative(s) will be required to check in with the CSP Pharmacist or Government Point of Contact upon arrival and departure from the pharmacy area.

10.12. The service representative(s) will always be escorted by pharmacy personnel or Government Point of Contact while within the pharmacy.

10.13. Pharmacy will provide the PPE needed to perform the testing including gowns, gloves, shoe covers, masks and hair covers.

10.14. Report the results for surface testing within 1 business day after being made available to the vendor.

10.15. Microbiological sampling exceeds action level CFU thresholds, attempt to identify viable colonies to the genus level by appropriately credentialed laboratory must be made.

10.16. Payment of invoices may be delayed if the appropriate reports are not properly completed and are not submitted as required above.

10.17. Both the check-in and check-out procedures defined above are mandatory and will be strictly enforced.

11. HOURS OF WORK AND LEGAL GOVERNMENT HOLIDAYS:

11.1. Unless otherwise specified, all contract work is to be performed during regular administrative working hours, 8:00 am to 4:30 pm, Monday through Friday excluding the following listed holidays observed by Department of Veterans Affairs:

11.2. Service for emergency repair shall be conducted in the most expedient way possible to minimize water loss and risk of a sink hole developing. For work to be conducted outside of business hours (0800-1630 Monday through Friday) notify the Government Point of Contact in advance to schedule.

12. PERFORMANCE: All work performed shall be accomplished in accordance with manufacturer's instructions.

13. ADDITIONAL SERVICE: The vendor will provide for two emergency call outs per quarter to re-test or certify a space at the request of the government.

14. AUTHORIZED SERVICE: Only those services specified within are authorized under this contract. Before performing any service or repairs of a non-contractual nature, notify the Government Point of Contact. They will request authorization from the Contracting Officer, if appropriate. Only the Contracting Officer may authorize the additional services or repairs under a separate purchase order. The Contractor is cautioned not be made unless prior authorization is obtained. Any approved modification or repair to any equipment outside this Scope of Work must be handled via separate purchase order.

15. QUALIFICATIONS OF SERVICE ENGINEER:

15.1. Each Contractor Employee (Service Representative) assigned to provide services under this contract shall have the following minimum qualifications:

15.1.1. At least three-years of experience maintaining equipment listed in Section II of this contract.

15.1.2. CETA exam certificates and record of formal training at manufacturer or manufacturer approved schools on the equipment cited in Paragraph 1.3 of this statement of work.

15.1.3. The Contractor shall furnish the Government Point of Contact certification of experience and training for each Contractor Employee (Service Representative) prior to them actually performing work under this contract.

15.2. The VA reserves the right to refuse to allow any Contractor Employee to perform service under this contract.

15.3. A current list of all Contractor Employee(s) qualified to work under this contract as Service Representatives (evidence of experience and training reviewed by the Government Point of Contact) will be maintained by the Contractor and new copies distributed to the Point(s) of Contact when changes occur.

16. CHANGES: The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The contractor shall communicate with the Contracting Officer in all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes, which will affect price, quantity, or quality of performance of this contract. In the event the contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustments will be made in the contract price to cover any increase in costs incurred as a result thereof.

17. SUPPLIES: Supplies may be added or deleted from this contract as needed upon notification to the Contracting Officer (to be documented in writing via contract modification). Pricing shall be established by agreement between the Contracting Officer and the contractor if additional supplies are of a nature not readily covered by contract terms.

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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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

C.3 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 before expiration of the contract.

(End of Clause)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.5 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.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.7 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause) C.8 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (JAN 2023) (DEVIATION)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business certification status and their proposed use of eligible certified service-disabled veteran-owned small businesses (SDVOSBs) and certified veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible and certified service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the certified Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database on the SBA Veteran Small Business Certification Program portal at https://veterans.certify.sba.gov/ (see 13 CFR 128) and be otherwise eligible in accordance with SBA size standards for the acquisition and limitations on subcontracting requirements set forth in SBA regulations (see 13 CFR 121, 125 and 128.).

(c) Non-Veteran offerors proposing to use certified SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the certified SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be listed at the time of submission of offers and at time of award, as a certified SDVOSB/VOSB in the SBA certification database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.9 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more SDVOSBs or…