36C26219R0039-002.docx

36C26219R0039

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

600-19-2-119-0566

02-06-2019 Sylvia Correa

(562) 766-2217 02-19-2019

12:00PM PST

36C600 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

X

541380 $15 Million

N/A

36C600 Department of Veterans Affairs VA Long Beach Healthcare System 5901 East Seventh Street

Long Beach CA 90822 36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

Department of Veterans Affairs Financial Services Center P.O. Box 149971

Austin TX 78714-9971

Fingertip Testing and Media Fill Analysis services as required for the

VA Long Beach Healthcare System (VALBHCS)

$0.00

1 One

Imelda Martinez

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

1. CONTRACTOR: _________________________________

b. GOVERNMENT: Contracting Officer 36C262 Imelda Martinez Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

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

Than System For Award Management, or

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971

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

B.2 SCHEDULE OF SERVICES AND PRICE

Contractor shall provide Fingertip Testing and Media Fill Analysis services for the employees of the VA Long Beach Healthcare System (VALBHS), 5901 East 7th Street, Long Beach, CA 90822. Prices in this schedule represent an all-inclusive rate including labor, travel, incidental costs, overhead, and insurance.

Base Year: February 22, 2019 through January 31, 2020 .

1 MEDIA FILL TEST KIT: 57 SET $ ____________ $ ____________

Contractor shall provide one media fill test kits for medium risk compounding. One kit will contain one sterile tryptic soy broth bag, six sterile transfer bags, and three vials. Two TSA contact plates will be provided to collect a fingertip sample immediately after the media fill test as required by USP 797.

2 MEDIA FILL TEST KIT ANALYSIS: 57 SET $ ____________ $ ____________

Contractor shall provide analysis of three vials and two contact plates per Employee.

3 FINGETIP TEST-CURRENT EMPLOYEE: 44 SET $ ____________ $ ____________

Contractor shall provide two TSA contact Plates to conduct the fingertip test to evaluate the garbing procedure as required by USP 797.

4 FINGERTIP TEST–NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide two TSA contact plates to conduct the fingertip test to evaluate the garbing procedure as required by USP

797. *New employees are required to Successfully complete this test three times.

6 FINGERTIP TEST ANALYSIS-NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide analysis of two TSA contact plates. *New employees are required to successfully complete this test three times.

7 SURFACE TESTING: 24 EA $ ____________ $ ____________

Contractor shall provide one TSA contact plate. One plate is used to test one location.

8 SURFACE TESTING ANALYSIS: 24 EA $ ____________ $ ____________

Analysis of one TSA contact plate.

Base Year Total $_________________

Option Year 1: February 1, 2020 through January 31, 2021 .

1 MEDIA FILL TEST KIT: 57 SET $ ____________ $ ____________

Contractor shall provide one media fill test kits for medium risk compounding. One kit will contain one sterile tryptic soy broth bag, six sterile transfer bags, and three vials. Two TSA contact plates will be provided to collect a fingertip sample immediately after the media fill test as required by USP 797.

2 MEDIA FILL TEST KIT ANALYSIS: 57 SET $ ____________ $ ____________

Contractor shall provide analysis of three vials and two contact plates per Employee.

3 FINGETIP TEST-CURRENT EMPLOYEE: 44 SET $ ____________ $ ____________

Contractor shall provide two TSA contact Plates to conduct the fingertip test to evaluate the garbing procedure as required by USP 797.

4 FINGERTIP TEST–NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide two TSA contact plates to conduct the fingertip test to evaluate the garbing procedure as required by USP

797. *New employees are required to Successfully complete this test three times.

6 FINGERTIP TEST ANALYSIS-NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide analysis of two TSA contact plates. *New employees are required to successfully complete this test three times.

7 SURFACE TESTING: 24 EA $ ____________ $ ____________

Contractor shall provide one TSA contact plate. One plate is used to test one location.

8 SURFACE TESTING ANALYSIS: 24 EA $ ____________ $ ____________

Option Year I Total $ ___________________

Option Year 2: February 1, 2021 through January 31, 2022 .

1 MEDIA FILL TEST KIT: 57 SET $ ____________ $ ____________

Contractor shall provide one media fill test kits for medium risk compounding. One kit will contain one sterile tryptic soy broth bag, six sterile transfer bags, and three vials. Two TSA contact plates will be provided to collect a fingertip sample immediately after the media fill test as required by USP 797.

2 MEDIA FILL TEST KIT ANALYSIS: 57 SET $ ____________ $ ____________

Contractor shall provide analysis of three vials and two contact plates per Employee.

3 FINGETIP TEST-CURRENT EMPLOYEE: 44 SET $ ____________ $ ____________

Contractor shall provide two TSA contact Plates to conduct the fingertip test to evaluate the garbing procedure as required by USP 797.

4 FINGERTIP TEST–NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide two TSA contact plates to conduct the fingertip test to evaluate the garbing procedure as required by USP

797. *New employees are required to Successfully complete this test three times.

6 FINGERTIP TEST ANALYSIS-NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide analysis of two TSA contact plates. *New employees are required to successfully complete this test three times.

7 SURFACE TESTING: 24 EA $ ____________ $ ____________

Contractor shall provide one TSA contact plate. One plate is used to test one location.

8 SURFACE TESTING ANALYSIS: 24 EA $ ____________ $ ____________

Option Year II Total $ ___________________

Option Year 3: February 1, 2022 through January 31, 2023 .

1 MEDIA FILL TEST KIT: 57 SET $ ____________ $ ____________

Contractor shall provide one media fill test kits for medium risk compounding. One kit will contain one sterile tryptic soy broth bag, six sterile transfer bags, and three vials. Two TSA contact plates will be provided to collect a fingertip sample immediately after the media fill test as required by USP 797.

2 MEDIA FILL TEST KIT ANALYSIS: 57 SET $ ____________ $ ____________

Contractor shall provide analysis of three vials and two contact plates per Employee.

3 FINGETIP TEST-CURRENT EMPLOYEE: 44 SET $ ____________ $ ____________

Contractor shall provide two TSA contact Plates to conduct the fingertip test to evaluate the garbing procedure as required by USP 797.

4 FINGERTIP TEST–NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide two TSA contact plates to conduct the fingertip test to evaluate the garbing procedure as required by USP

797. *New employees are required to Successfully complete this test three times.

6 FINGERTIP TEST ANALYSIS-NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide analysis of two TSA contact plates. *New employees are required to successfully complete this test three times.

7 SURFACE TESTING: 24 EA $ ____________ $ ____________

Contractor shall provide one TSA contact plate. One plate is used to test one location.

8 SURFACE TESTING ANALYSIS: 24 EA $ ____________ $ ____________

Option Year III Total $ ___________________

Option Year 4: February 1, 2023 through January 31, 2024 .

1 MEDIA FILL TEST KIT: 57 SET $ ____________ $ ____________

Contractor shall provide one media fill test kits for medium risk compounding. One kit will contain one sterile tryptic soy broth bag, six sterile transfer bags, and three vials. Two TSA contact plates will be provided to collect a fingertip sample immediately after the media fill test as required by USP 797.

2 MEDIA FILL TEST KIT ANALYSIS: 57 SET $ ____________ $ ____________

Contractor shall provide analysis of three vials and two contact plates per Employee.

3 FINGETIP TEST-CURRENT EMPLOYEE: 44 SET $ ____________ $ ____________

Contractor shall provide two TSA contact Plates to conduct the fingertip test to evaluate the garbing procedure as required by USP 797.

4 FINGERTIP TEST–NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide two TSA contact plates to conduct the fingertip test to evaluate the garbing procedure as required by USP

797. *New employees are required to Successfully complete this test three times.

6 FINGERTIP TEST ANALYSIS-NEW EMPLOYEE: 13 SET $ ____________ $ ____________

Contractor shall provide analysis of two TSA contact plates. *New employees are required to successfully complete this test three times.

7 SURFACE TESTING: 24 EA $ ____________ $ ____________

Contractor shall provide one TSA contact plate. One plate is used to test one location.

8 SURFACE TESTING ANALYSIS: 24 EA $ ____________ $ ____________

Option Year IV Total $ ___________________

AGGRAGATE ESTIMATED TOTAL (Base + 4 Option Years)

Base Year: $ .

Option Year 1 $ .

Option Year 2 $ .

Option Year 3 $ .

Option Year 4 $ .

TOTAL (BASE + 4 Option Years) $ .

B.3 PERFORMANCE WORK STATEMENT

1. The Contractor shall provide Media Fill and Glove fingertip testing as required to evaluate the aseptic manipulation techniques of all sterile compounding personnel located at the VA Long Beach Healthcare System 5901 East Seventh Street, Long Beach CA 90822. The following conditions apply to this contract:

a) The United States Pharmacopeia (USP) standards in chapter 797/800 provide strict requirements for preparing sterile products. USP 797/800 requires all hazardous drugs (such as chemotherapy) and non-hazardous drugs.

b) (IV admixtures such as IV antibiotics, large volume parenteral, TPN’s) are to be prepared in a biological safety-cabinet (BSC) placed in an area that is physically separated with negative pressure to adjacent positive pressure ante areas or in a compounding Aseptic Containment Isolator (CACI).

c) The purpose of this statement of work is to determine whether VHA facilities complied with selected requirements for the safe preparation of compounded sterile products (CSP).

2. SPECIFIC TASKS

Contractor shall provide:

· Media Fill Test Kits

· Media Test Kit Analysis

· Fingertip Test (Employees currently working in compounding)

· Fingertip re-Test (10% of Employees)

· Fingertip Test (Employee, new to compounding 3 times)

· Fingertip Test Analysis Current Employee

· Fingertip Test Analysis (Employee, new to compounding)

· Conduct Surface Testing 16 locations (8 locations per buffer room) Bldg. 164, Room 123, and Bldg. 126, 9th floor. (currently under construction).

· Surface Testing Analysis

· Viable Air Sampling in each Ante-Room and each buffer room.

· Labor/Handling - Chain of Custody from point of origin (sampling) to accredited Laboratory (AIHA Lab Accreditation Program) Industrial Hygiene Lab Accreditation Program for USP 797 analysis.

· Provide an annually Media-fill testing for low and medium risk, as well as, semi-annually for high risk facilities. VALBHS is a low-medium risk compounding facility.

· Gloved fingertip sampling; no less than three times initially and then annually for low-and-medium risk, and semi-annually for high-risk facilities.

3. DELIVERABLES

a) Contractor’s compounding personnel shall complete the USP 797 medium risk media-fill test using sterile bags for both Inpatient & Oncology staff.

b) Contractor shall incubate additional tests for Inpatient & Oncology staff if needed/required.

4. PERFORMANCE MONITORING

Performance shall be monitored by the Inpatient and Oncology Supervisor and will include an oversight of each media-fill test performed.

5. SERVICE CALLS

Contractor shall provide in the space provided below, the name, location, and telephone number of the office where services calls are to be placed.

Name: ____________________________________________________

Address: ___________________________________________________

Telephone No/Email: _________________________________________

6. CONTRACT CHANGES

Only those services specified herein are authorized before performing any service of a non-contractual nature, the Contractor shall advise the Contracting Officer of the reason(s) for the additional work and/or service. Changes to the resulting contract shall not be authorized and reimbursement shall not be made for any work or services performed outside the scope of this contract, unless prior authorization is obtained in writing from the Contracting Officer.

7. CONTRACTING OFFICER’S REPRESENTATIVE (COR)

a. Delegation of Authority letters shall be forwarded to the using service and the contractor after agreement has been signed, identifying the individual(s) as the COR(s). No additional service shall be provided without the approval from the CO or his/her designee of this contract.

b. The Contractor shall not accept any instructions issued by any other person(s) other than the Contracting Officer or his/her delegated representative acting within the limits of his/her authority.

8. CONTRACTOR PERSONNEL POLICY:

The parties agree that the contract personnel working under this contract shall not be considered VA employees for any purpose and shall be considered employees of the contractor. The Contractor shall be responsible for providing the following to their employees:

· Worker's compensation

· Professional liability insurance

· Health examinations

· Income tax withholding, and

· Social security payments

Payments for any leave, including sick leave or vacation time is considered the responsibility of the contractor. The Contractor shall follow all existing local, state, federal and/ or union laws/regulations relevant to fringe benefits and premium pay for their employees.

9. EVIDENCE OF INSURANCE COVERAGE

(a) The Contractor shall maintain Workers Compensation and Employee’s Public Liability Insurance in accordance with the laws of California.

(b) The Contractor shall comply with all applicable Federal and State laws regarding liability for the injury or death of an employee in performing the work under this contract and shall hold the Government harmless against any or all loss, cost, damage, claim expense or liability for accident or injury to persons or property occurring in the performance of this contract.

10. SAFETY AND FIRE PREVENTION

In the performance of this contract, the Contractor shall take such safety precautions as necessary to protect the lives and health of the occupants of the building. Fire and safety deficiencies, which exist and are part of the responsibility of the Contractor and shall be immediately corrected. If the Contractor fails or refuses to correct deficiencies promptly, the COTR may issue an order stopping all, or any part, of the work.

11. BADGES

All Contractor personnel are required to wear VA identification (I.D.) badges during the entire time they are on the VAGLAHS grounds. I.D. badges must have identification picture, name of the individual and the represented company depicted on it. Badges shall be issued by the VA Police who will require two forms of identification. The VA Police can provide a list of acceptable identification upon request. All VA provided I.D. badges shall be returned at the end of the contract or upon completion of service to VA Police.

12. PARKING POLICY

It is the responsibility of Contractor personnel to park only in designated parking areas. VAGLAHS shall not invalidate or make reimbursement for parking violations of the Contractor’s personnel under any circumstances.

13. SMOKING POLICY

Contractor personnel may smoke only in designated areas. It is the responsibility of the VISN 22 Healthcare Facilities to provide a safe and healthful environment for employees and patients and to serve as a leader in community health awareness and education. It is in fulfillment of this obligation that the facilities are committed to the establishment of a smoke-free environment. This policy applies to every location in the Healthcare Facilities. There shall be no smoking within 25 feet of all entrances to buildings. Smoking is allowed in all outside areas that are 25 feet away from entrances to buildings unless indicated otherwise. Enclosed patios connected to facility buildings are considered part of the building and as such are non-smoking areas.

14. INVOICES AND PAYMENTS

Contractor shall submit monthly invoices in the arrears electronically via the Tungsten-Network System at the end of each month for each hotel, for payment of work completed in that billing period. Contractor shall submit original invoice electronically to:

Department of Veterans Affairs Financial Services Center http://www.tungsten-network.com (Toll-free telephone number: (877) 489-6135)

Payment shall be made monthly in arrears upon receipt of properly prepared invoice.

The invoice MUST be itemized to include the following information. Any information listed below that is not provided on an invoice, will render that invoice incomplete and the invoice will be returned for immediate correction.

a. Date of service.

b. Date of service.

c. Description of services.

d. Line Items.

e. Extended amount due.

f. Invoice number, date.

g. Contract number.

h. Obligation number.

Invoices sent to other than the above e-mail address will delay payment to the Contractor and failure to comply with the above information shall delay payment to the Contractor.

15. NATIONAL HOLIDAYS:

Listed below are the ten national holidays:

When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U.S. Government agencies. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday by U.S. Government agencies. Also included would be any other day specifically declared by the President of the United States as a National Holiday.

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST DEC 2011

(a) Definitions. As used in this clause— "Acquisition function closely associated with inherently governmental functions" means supporting or providing advice or recommendations with regard to the following activities of a Federal agency:

(1) Planning acquisitions.

(2) Determining what supplies or services are to be acquired by the Government, including developing statements of work.

(3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria.

(4) Evaluating contract proposals.

(5) Awarding Government contracts.

(6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services).

(7) Terminating contracts.

(8) Determining whether contract costs are reasonable, allocable, and allowable.

"Covered employee" means an individual who performs an acquisition function closely associated with inherently governmental functions and is—

(1) An employee of the contractor; or

(2) A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures.

"Non-public information" means any Government or third-party information that—

(1) Is exempt from disclosure under the Freedom of Information Act (5 U.S.C. 552) or otherwise protected from disclosure by statute, Executive order, or regulation; or

(2) Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public.

"Personal conflict of interest" means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee's ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not "impair the employee's ability to act impartially and in the best interest of the Government" is not covered under this definition.)

(1) Among the sources of personal conflicts of interest are—

(i) Financial interests of the covered employee, of close family members, or of other members of the covered employee's household;

(ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and

(iii) Gifts, including travel.

(2) For example, financial interests referred to in paragraph (1) of this definition may arise from—

(i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals;

(ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation);

(iii) Services provided in exchange for honorariums or travel expense reimbursements;

(iv) Research funding or other forms of research support;

(v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments);

(vi) Real estate investments;

(vii) Patents, copyrights, and other intellectual property interests; or

(viii) Business ownership and investment interests.

(b) Requirements. The Contractor shall—

(1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by—

(i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows:

(A) Financial interests of the covered employee, of close family members, or of other members of the covered employee's household.

(B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business).

(C) Gifts, including travel; and

(ii) Requiring each covered employee to update the disclosure statement whenever the employee's personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing.

(2) For each covered employee—

(i) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency;

(ii) Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Obtain a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through performance of a Government contract.

(3) Inform covered employees of their obligation—

(i) To disclose and prevent personal conflicts of interest;

(ii) Not to use non-public information accessed through performance of a Government contract for personal gain; and

(iii) To avoid even the appearance of personal conflicts of interest;

(4) Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards;

(5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause; and

(6) Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow-up reports of corrective actions taken, as necessary. Personal conflict-of-interest violations include—

(i) Failure by a covered employee to disclose a personal conflict of interest;

(ii) Use by a covered employee of non-public information accessed through performance of a Government contract for personal gain; and

(iii) Failure of a covered employee to comply with the terms of a non-disclosure agreement.

(c) Mitigation or waiver. (1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2)(i) of this clause, the Contractor may submit a request through the Contracting Officer to the Head of the Contracting Activity for—

(i) Agreement to a plan to mitigate the personal conflict of interest; or

(ii) A waiver of the requirement.

(2) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest.

(3) The Contractor shall—

(i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or

(ii) Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcontract.

(d) Subcontract flowdown. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts—

(1) That exceed $150,000; and

(2) In which subcontractor employees will perform acquisition functions closely associated with inherently governmental functions (i.e., instead of performance only by a self-employed individual).

(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.

(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; 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 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(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…