36C26219R0042-001.docx

36C26219R0042

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

605-19-1-088-0008

36C26219R0042 02-08-2019 Imelda Martinez 562-766-2250 03-04-2019

10:00 AM PST

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

X

541990 $15 Million

N/A

36C605 Department of Veterans Affairs Loma Linda Healthcare System 11201 Benton St.

Loma Linda CA 92357 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 Submit Invoices Electronically to:

www.tungsten-network.com

877-489-6135

See CONTINUATION Page Contractor shall provide Extracorporeal Shock Wave Lithotripsy (ESWL) Services with an On-Site Technician for the VA Loma Linda Healthcare System.

Refer to Subsequent pages

This requirement is being procured as a 100% set-aside for Small Businesses.

See CONTINUATION Page

Imelda Martinez Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: ___________________________________________

b. GOVERNMENT: Department of Veterans Affairs Network Contracting Office 22 Imelda Martinez, Contracting Officer 36C262 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:

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 Submit Invoices Electronically to:

www.tungsten-network.com

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

B.2 SCHEDULE OF SERVICES AND PRICES

SCOPE OF WORK:

The Contractor shall provide Extracorporeal Shock Wave Lithotripsy (ESWL) Services with an on-site technician for the VA Loma Linda Healthcare System (VALLHS) located at 11201 Benton St., Loma Linda, CA 92357.

Period of performance shall be for one (1) base year with the Government having the option to exercise four (4) one-year option periods.

NOTE: Services shall be provided at a minimum of four (4) times a month.

BASE YEAR: APRIL 1, 2019 THROUGH MARCH 31, 2020

Extracorporeal Shock Wave Lithotripsy Services with an on-site technician

OPTION YEAR ONE: APRIL 1, 2020 THROUGH MARCH 31, 2021

Extracorporeal Shock Wave Lithotripsy Services with an on-site technician

OPTION YEAR TWO: APRIL 1, 2021 THROUGH MARCH 31, 2022

Extracorporeal Shock Wave Lithotripsy Services with an on-site technician

OPTION YEAR THREE: APRIL 1, 2022 THROUGH MARCH 31, 2023

Extracorporeal Shock Wave Lithotripsy Services with an on-site technician

OPTION YEAR FOUR: APRIL 1, 2023 THROUGH MARCH 31, 2024

Extracorporeal Shock Wave Lithotripsy Services with an on-site technician

B.3 DESCRIPTION/SPECIFICATIONS/WORK STATEMENT AND REQUIREMENTS

GENERAL PROCEDURES AND REQUIRED SPECIFICATIONS

The desired equipment shall have the capability of performing or reporting the clinical parameters as defined in the statement of work.

The Contractor shall provide a portable, state-of-the-art Extracorporeal Shock Wave lithotripsy system that includes two major components: High Voltage Shockwave generator, and a multi-axis treatment table that can easily be stored and used at the VA Loma Linda Health System. The Contractor shall also include equipment supplies necessary for system operation and maintenance for the term of the contract.

The Contractor shall provide all materials, supplies including electrodes and other consumables, transportation and equipment in compliance with federal, state and local regulations, to provide electromagnetic Extracorporeal Shock Wave Lithotripsy (ESWL) services including technical support by a certified radiology technician which shall be required to be on-site two (2) full work days a month.

Contractor shall perform all services under this contract in accordance with all regulatory and accreditation standards applicable to the facility, without limitations, including those requirements imposed by the Joint Commission (JC). Contractor shall provide guidance, if requested and/or needed, in the development of protocols, utilization review, peer review and risk management as required by JC and other regulatory bodies.

Special Handling for Emergency Orders of Supplies: In the event that the equipment is found to be defective and unsuitable for use, or the Contractor has failed to comply with the requirements for routine supply delivery, the Contractor shall be required to deliver the supplies within 24 hours of receipt of a verbal order for emergency delivery. If additional requests for emergency supply delivery are required by the Government, they shall be honored by the Contractor until the arrival at the laboratory of the monthly/routine supply delivery.

Industry Standards – All equipment shall be held to current industry standards as present within the current market for lithotripsy equipment, supplies and services.

The Contractor’s technical personnel shall be certified and trained in ESWL, Laser Lithotripsy services and operation of the equipment units. The technician shall assist the attending Urologist and other physicians in the operating room and/or cysto suite in the operation of the equipment units. The technician may be required to operate the device and any related imaging equipment during the procedures.

1. SCOPE OF WORK

The Contractor shall provide Extracorporeal Shock Wave Lithotripsy (ESWL) Services with an On-Site Technician for VA Loma Linda Healthcare System.

2. PERIOD OF PERFORMANCE

The contract period shall be for one (1) base year, with the Government having the option to exercise four (4) one-year option periods.

3. DEFINITIONS

Contractors are required to provide a price for one individual test, that can be performed on its equipment. The per test price shall include costs covering (a) equipment use, (b) all reagents, standards, controls, supplies, consumable/disposable items, parts, accessories, radiology technician and any other item required for the proper operation of the Contractor’s equipment and necessary for the generation and reporting of a test result, (c) all necessary maintenance to keep the equipment in good operating condition (This element includes both preventive maintenance and emergency repairs) and (d) training for Government personnel. Contractors are required to provide delivery, installation and removal of equipment at no additional charge to the Government.

4. INSTRUMENTATION/OPERATIONAL/TECHNICAL FEATURES

The equipment offered shall provide the following capabilities:

a. Must be portable, digital and the capability of being easily moved into the Operating Room (OR).

b. Treats all stones anywhere in the urinary tract.

c. Has a large focal point to allow for better positioning.

d. Has a greater than 80% success rate, based on the Food and Drug Administration (FDA) clinical study data.

e. Is modular and can treat patients in the operating room.

f. Must be and have a limited footprint.

g. Have the ability to do endo-urologic procedures before and after Lithotripsy without moving the patient.

h. Will accommodate patients up to 400 pounds.

i. ESWL machine E3000 is offered as an example of minimum requirements; a brand name or equal product shall suffice.

5. SUPPORT FEATURES/SERVICE AND MAINTENANCE PLAN

The Contractor shall be able to provide emergency equipment repair and preventative maintenance on all primary and back-up equipment and any incremental support equipment, e.g. water system, offered according to the following terms:

a. A technical assistance center shall be available by telephone 12 hours per day with a maximum call back response time of 2 hours.

b. Equipment repair service shall be provided five (5) days a week, nine (9) hours a day. Certain circumstances may dictate the need for repair service to be conducted outside routine business hours. All such arrangements shall be coordinated between the Contractor and VA Urology personnel.

c. A malfunction incident report shall be furnished upon completion of each repair call. The report shall include, at a minimum, the following:

0. Date and time notified

0. Date and time of arrival

0. Serial number, type and model number of equipment

0. Time spent for repair, and

0. Proof of repair that includes documentation of a sample run of quality control verifying acceptable performance.

d. Each notification for an emergency repair service call shall be treated as a separate and new service call.

e. Contractor shall take immediate action to notify the facility COR and Contracting Officer whenever a product, piece of equipment or item is recalled or considered dangerous, hazardous or unsafe in order to remove such products, equipment or items from use.

f. The Contractor shall provide to the facility COR their plan of action for this safety notification process and shall maintain a record system in order to document any safety incident issues by date, time, and description of the recall or safety alert issue provided to the facility COR.

6. CHARACTERIZATION OF HAZARDOUS WASTE

The Contractor shall provide a description of the characteristics of the hazardous waste produced as a byproduct of the instrument operations and address the criteria listed in the Code of Federal Regulations Title 40 “Protection of the Environment” Part 261 et al. The description shall address the following:

a. Waste toxicity (Reference 40CFR261.11 and 40CFR261.24)

b. Waste ignitability (Reference 40CFR261.21)

c. Waste corrosively (Reference 40CFR261.22)

d. Waste reactivity (Reference 40CFR261.23)

e. Hazardous waste from non-specific sources (F-listed) (Reference 40CFR261.31)

f. Discarded commercial products (acutely toxic or P-listed and toxic or U-listed) (Reference 40CFR261.33)

g. The Contractor shall provide a written guide describing the proper disposal and care of all reagents, consumables and equipment.

h. The Contractor shall also provide their own reports of effluent studies associated with their instrument.

7. MARKING

All items shall be marked clearly with the Contract Number, Obligation Number, date and initials of individual that had procedure.

8. ACCEPTANCE AND PERFORMANCE

The Contractor shall establish a standard of quality performance that shall be met before any equipment listed on the contract is accepted by the Government. This also includes replacement, substitute machines and machines that are added or field modified after a system has demonstrated successful performance. The acceptance period shall begin on the installation date. It shall end when the equipment has met the standard of performance for a period of 30 consecutive calendar days by operating in conformance with the Contractor’s technical specification or as quoted in the Contractor’s proposal at an effectiveness level of 90% or more.

In the event the equipment does not meet the standard of performance during the initial 30 consecutive calendar days, the standard of performance tests shall continue a day-by-day basis until the standard of performance is met for a total of 30 consecutive days.

If the equipment fails to meet the standard of performance after 90 calendar days from the installation date, the Government may request a replacement or terminate the order in accordance with the provisions of “Termination for cause.” (The Contractor shall receive revenue for tests reported during the 90-day acceptance period.)

Operational use time for performance testing for a system is defined as the accumulated time during which the machine is in actual use. System failure downtime is that period, when any machine in the system is inoperable due to equipment failure. Downtime for each incident shall start from the time the Government makes a bona fide attempt to contact the Contractor’s designated representative at the prearranged contact point until the system or machine(s) is returned to the Government in proper operating condition.

During the performance period for a system, a minimum of 100 hours of operational use time with productive or simulated work shall be required as a basis for computation of the effectiveness level. However, in computing the effectiveness level, the actual number of operational use hours shall be used when in excess of the minimum of 100 hours.

The Government shall maintain daily records to satisfy the requirements of this paragraph and shall notify the Contractor in writing of the date of the first day of the successful period of operation. Operations use time and downtime shall be measured in hours and whole minutes.

During the term of the contract, should the repair record of any individual piece of equipment reflect a downtime of 10% or greater of the normal working days in one calendar month, a determination shall be made by the designated representative of the Government to replace the malfunctioning equipment with new equipment. The responsibility for maintaining the equipment furnished in good condition in accordance with manufacturer’s instructions, shall be solely that of the Contractor. Each instrument provided by the Contractor shall maintain an uptime of 90% in each month of the term of the agreement.

9. DELIVERY

The Contractor shall deliver all supplies and services to the VALLHS facility, location shall be determined by the COR.

The delivery location is subject to change as required by the designated authority or authorized personnel at the receiving facility. The COR shall be required to notify the Contractor when delivery locations have been changed.

All deliveries shall be made during normal working hours from 8:00 a.m. to 4:00 p.m. and a copy of the packing list/slip shall be provided at time of delivery. The packages packing list/slip shall contain the complete contract number, obligation number, shipping address, delivery location, items/quantity ordered and items/quantity shipped. Standard orders shall be delivered within four (4) working days after receive or placement of order. Emergency deliveries may be necessary on rare occasions. During these occasions, deliveries shall be made within one (1) working day if the order is place before 10:30 am. Otherwise, the emergency deliveries shall be made no later than two (2) working days from the time the order was placed. Emergency deliveries shall be made at no additional cost to the Government.

10. GOVERNMENT RESPONSIBILITIES

The Surgical Service Department shall maintain appropriate records to satisfy the requirements of the Government.

11. OWNERSHIP OF EQUIPMENT

Title of the equipment shall remain with the Contractor. All accessories (unused consumables, etc.) furnished by the Contractor shall accompany the equipment when returned to the Contractor.

12. SERVICE CALLS

The Contractor shall list in the spaces below the name(s) and address(es) of customer service departments with whom the Government facilities shall place service calls:

Name:

Address:

Phone No:

Fax No:

Contact Name:

Email:

Name:

Address:

Phone No:

Fax No:

Contact Name:

Email:

13. HOURS OF SERVICE

Contractor shall provide services two (2), days a month, nine hours each day between the hours of 7:30 am to 5:00 pm, excluding National Holidays.

Any service performed other than normal working hours must be approved in advance by the facility COR or CO.

In accordance with 5 U.S.C. 6103, Executive Order 11582 and Public Law 94-97 the following national holidays are observed and for the purpose of this contract are defined as “Legal Federal official holidays”:

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

14. CHANGES/AUTHORIZED SERVICES

Only those services specified herein are authorized under this contract. Before permitting and/or performing any service of a non-contract nature, the contractor shall advise the Contracting Officer of the reasons for the additional work and/or service. The Contractor is cautioned that only the Contracting Officer may authorize additional services that are within the scope of this contract and that reimbursement shall not be made unless prior authorization is obtained from the CO.

15. CONTRACTING OFFICER REPRESENTATIVE (COR)

No service shall be provided without the approval of the Contracting Officers Representative (COR) or his/her designee of this contract. 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.

16. CONTRACTOR POINT OF CONTACT

The Contractor shall assign a Point of Contact (POC) and an alternate POC for the purpose of ensuring compliance with all the terms and conditions of this contract and who shall be responsible for administration and act as the main focal point of communication between the COR and the Contractor. The POC shall have full authority to act for the Contractor on all matters relating to the daily operation of this contract. The POC shall be available by telephone Monday through Friday, between 7:30 a.m. to 5:00 p.m. excluding National Holidays.

Point of Contact (Full Name):

Telephone Number:

E-mail Address:

Alternate Point of Contact (Full Name):

Telephone Number:

E-mail Address:

17. CONFLICT OF INTEREST

The Contractor shall not employ any person who is an employee of the United States Government if the employment of that person creates a conflict of interest. The Contractor shall not employ any person who is an employee of the Department of Veterans Affairs (VA) unless such person seeks and receives approval in accordance with VA Regulations and public law. Nor shall the Contractor employee any person who is a member of the immediate family of a VA employee employed at the VA Health Care System if the employment of that family member would create a conflict of interest or appearance of a conflict of interest, particularly with regard to influencing the contract negotiations, terms of the contract, or the work carried out under the contract.

In any such case, the VA must review the matter and give its approval in accordance with agency ethics rules. Contractor shall ensure no violation of ethics occurs between VA staff, VA patients and families of VA staff. Staff shall not accept, solicit, allow or invite gifts, gratuities, sales of items, etc. Any occurrence shall be reported to the COR along with corrective action taken, and the reports will be kept on file for the duration of the contract.

18. INFORMATION SECURITY

The Contractor shall ensure adequate LAN/Internet, data, information, and system security in accordance with VA operating procedures and standard contract language, conditions laws, and regulations. The Contractor’s firewall and web server shall meet or exceed the government minimum requirements for security. All government data shall be protected behind an approved firewall. Any security violations or attempted violations shall be reported to the VA Project Manager and the VBA Headquarters Information Security Officer as soon as possible. The Contractor shall follow all applicable VA policies and procedures governing information security, especially those that pertain to certification accreditation.

The Contractor shall follow The Veterans Affair Acquisition Regulation (VAAR) security clause VAAR- 852.273-75 “SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION TECHNOLOGY RESOURCES” sited in section C. Contract Clauses

(a) The Contractor and their personnel shall be subject to the same Federal laws, regulations, standards and VA policies as VA personnel, regarding information and information system security. These include, but are not limited to Federal Information Security Management Act (FISMA), Appendix III of OMB Circular A-130, and guidance and standards, available from the Department of Commerce's National Institute of Standards and Technology (NIST). This also includes the use of common security configurations available from NIST's Web site at: http://checklists.nist.gov

(b) To ensure that appropriate security controls are in place, Contractors must follow the procedures set forth in "VA Information and Information System Security/Privacy Requirements for IT Contracts" located at the following Web site: http://www.iprm.oit.va.gov.

19. SECURITY BACKGROUND CHECKS

The Contractor at the time of award shall certify that their employees working under this contract have had Security Background Checks prior to working at the VA Facility.

All Contractor employees who require access to the Department of Veterans Affairs' computer systems shall be the subject of a background investigation and must receive a favorable adjudication from the VA Security and Investigations Center (07C).

The level of background security investigation shall be in accordance with VA Directive 0710 dated September 10, 2004 and is available at: http://www.va.gov/pubs/asp/edsdirec.asp (VA Handbook 0710, Appendix A, Tables 1 - 3). Appropriate Background Investigation (BI) forms will be provided upon contract (or task order) award, and are to be completed and returned to the VA Security and Investigations Center (07C) within 30 days for processing. Contractors will be notified by 07C when the BI has been completed and adjudicated. These requirements are applicable to all Subcontractor personnel requiring the same access.

If the security clearance investigation is not completed prior to the start date of the contract, the employee may work on the contract while the security clearance is being processed, but the Contractor will be responsible for the actions of those individuals they provide to perform work for the VA. In the event that damage arises from work performed by Contractor personnel, under the auspices of the contract, the Contractor will be responsible for resources necessary to remedy the incident.

20. CONTRACTOR SECURITY REQUIREMENTS

The Office of Security and Law Enforcement provides Department-wide policy on the assignment of appropriate position sensitivity designations associated with Department of Veterans Affairs (VA) positions involving national security and public trust responsibilities, and on the level of background investigations required for applicants for, and incumbents of, those positions.

The cost for such investigations shall be borne by the Contractor, either in advance or as reimbursement to the Government. The level of sensitivity shall be determined by the Government on the basis of the type of access required. The level of sensitivity will determine the depth of the investigation and the cost thereof. At this time, the current estimated costs for such investigations are as follows:

The Contractor shall be required to furnish all applicable employee information required to conduct the investigation, such as, but not limited to, the name, address, and social security number of the Contractor’s personnel. The VA will provide all the necessary instructions and guidance for submission of the documents required to conduct the background investigation. Background investigations shall not be required for contract personnel assigned to Low Risk/Non-sensitive positions for 180 days or less under a single contract or series of contracts. However, a Security Access Clearance (SAC) background screening will be required for appropriate preliminary checks IAW VA Directive 0710.

The C&A requirements do not apply, and that a Security Accreditation Package is not required.

21. INSURANCE REQUIREMENTS

The Contractor agrees to procure and maintain, while the Contract is in effect, Workers Compensation and Employee’s Public Liability Insurance in accordance with Federal and State of California.

The Government shall be held harmless against any or all loss, cost, damage, claim expense or liability whatsoever, because of accident or injury to persons or property of others occurring in the performance of this Contract.

The Contractor shall be responsible for all damage to property, which may be done by him, or any employee engaged in the performance of this Contract.

Within 15 days of contract award the Contractor shall furnish certification from his/her insurance company indicating that the coverage specified by FAR 52.228-5 and per FAR Support 28.307-2 has been obtained and that it may not be changed or canceled without guaranteed thirty (30) days’ notice to the Contracting Officer.

22. OPTIONS

The Government is not obligated to exercise option periods as referenced in this contract. Determination to exercise the option year shall be evaluated prior to the expiration of the period in effect. If it is determined to be in the best interest of the Government, the Option Year will be exercised (refer to FAR 52.217-9- "Option to Extend the Term of the Contract".

23. VA POLICY & REGULATIONS

a. Parking Policy: It is the responsibility of Contractor personnel to park only in designated parking areas. Parking information is available from the VA Police. The VA shall not invalidate or make reimbursement for parking violations of Contractor’s personnel under any circumstances.

No contractor parking is permitted on site. Off-site Parking is available. The Contractor’s personnel/FSE shall wear visible identification at all times while on the VA premises. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section. The VA will not invalidate or make reimbursement for parking violations of the Contractor under any conditions.

b. Smoking Policy: Smoking is not permitted within or around the VA Healthcare System facilities, except in designated areas. Smoking is allowed in smoking shelters and in all outside areas that are 40 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.

c. Badges: All Contractor personnel shall be required to wear VA provided identification (I.D.) badges above the waist at all times while on the VA grounds. Contractors shall be required to coordinate with COR to obtain the VA provided I.D. badges for all staff. All VA provided I.D. badges shall be returned at the end of the contract or upon completion of service. Failure to wear ID badges may result in removal from any of the VA facilities and/or otherwise referred to federal property.

d. Phones: Government telephones shall not be used for personal reasons.

e. Weapons: Possession of weapons is prohibited. Enclosed containers, including tool kits, are subject to search. Violations of VA regulations may result in citations answerable in the United States (Federal) District Court.

f. Clothing: The Contractor’s personnel shall wear distinctive clothing and badges bearing the Company’s name/logo that clearly identifies the individual as a contractor for this requirement. Contractor shall provide identification (I.D.) badges to its employee(s) with the employee’s name and employee’s picture if applicable. The Contractor personnel shall not wear sandals, flip-flop style footwear, or open toe shoes.

24. INVOICE AND PAYMENTS

Contractor shall submit monthly invoices in the arrears electronically via the Tungsten-Network System at the end of each month, 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. Description of services.

c. Unit Cost billed.

d. Extended amount due.

e. Invoice number, date.

f. Contract number.

g. Obligation number.

Invoices sent to other than the above e-mail address will delay payment to the Contractor and 36C26219R0042 failure to comply with the above information shall delay payment to the Contractor.

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L.