36C26219R0070-001.pdf

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 72

691-19-3-4685-0014

36C26219R0070 05-03-2019

Ryoko Oshiro Foran - 05-16-2019

12:00PM PDT

00262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

X 100

X

561320

$27.5 Million

X

N/A

X

Department of Veterans Affairs VA Greater Los Angeles Healthcare System 11301 Wilshire Blvd.

Los Angeles CA 90073

00262

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/us/en

877-752-0900

See CONTINUATION Page

Temporary Help Services for VA Greater Los Angeles Healthcare System

See enclosed schedule for services and price

See CONTINUATION Page

X

X 1

36C26219R0070

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 SCHEDULE OF SERVICES AND PRICE

ITEM INFORMATION

B.3 OPTION TO EXTEND SERVICES:

B.4 STATEMENT OF WORK

SECTION C - CONTRACT CLAUSES

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

2018)

C.2 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

C.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.6 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED

SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.9 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

C.10 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN 2008) 25

C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.12 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2019)

C.13 52.222-17 NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

WAGE DETERMINATION – STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)

E.2 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS — COMMERCIAL

ITEMS

E.3 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.4 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

E.5 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL

2016)

E.6 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (OCT 2018)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C262

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:

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly

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/us/en

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

AMENDMENT NO DATE

B.2 SCHEDULE OF SERVICES AND PRICE

ITEM INFORMATION

Base Period of Performance: July 1, 2019 through September 30, 2019

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Material Handler

1st Shift (08:00 am - 04:30pm, Monday through Friday)

1,376.00 HR

0002 Material Handler

Over Time Rate (after 8 Hours)

2.00 HR

0003 Supply Technician

2nd Shift (02:00 pm - 10:30 pm, 2,064.00 HR

0004 Supply Technician

2nd Shift Over Time Rate (After 8 Hours)

0005 Supply Technician 3rd Shift

(10:30 pm - 07:00 am, Friday through Tuesday)

688.00 HR

0006 Supply Technician

3rd Shift Over Time

BASE PERIOD

TOTAL

Option: Period of Performance: October 1, 2019 through December 1, 2019

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1001 Material Handler

1st Shift (08:00 am - 04:30pm, 1,376.00 HR

1002 Material Handler

Over Time Rate (after 8 Hours)

1003 Supply Technician

2nd Shift (02:00 pm - 10:30 pm, 2,064.00 HR

1004 Supply Technician

2nd Shift Over Time Rate

1005 Supply Technician

3rd Shift (10:30 pm - 07:00 am, Friday through Tuesday)

688.00 HR

1006 Supply Technician

3rd Shift Over Time

OPTION

PERIOD

TOTAL

B.3 OPTION TO EXTEND SERVICES:

This contract period of performance is for Base Period for three (3) months with an option period for an additional three (3) months, not to exceed a total of six (6) months.

B.4 STATEMENT OF WORK

1.0 REQUIRED SERVICES:

The Contractor shall provide the following staffing with the duties as shown:

1.1 Supply Technician:

Major Duties:

a. General:

The primary purpose of the temporary supply technicians is to ensure that supplies and material are distributed to all areas serviced by Logistics to include, sterile and non-sterile medical supplies, instruments sets, and equipment. Assignments include but are not limited to: scanning, barcoding, receiving, storing, and the distribution of medical and surgical supplies, instruments, and other material. The work requires knowledge of applicable policies and procedures as well as inventory systems such as the generic inventory package (GIP), bar-coding, aseptic procedures and Logistics processes.

b. Supply Distribution:

1) Maintains stock at primary and secondary inventory locations for all clinical and administrative services. This involves pulling stock inventory and material from main inventory for delivery; replenishing stock inventory; interacting with clinical and administrative customers to ensure issues and needs are identified and either resolved or escalated to supervisors or Inventory Management Specialists as needed; maintaining records on stock levels; recommending revisions in stock levels as needed to supply changes to Inventory Management Specialists;

communicating to the lead or supervisor any concerns related to supplies, equipment and procedures, providing information as needed orally or in writing regarding customer or external stakeholder issues, general telephone inquiries and visitor referrals; communicating with customers and vendors to obtain information regarding medical supplies.

2) Monitors expiration dates, rotates stock to limit outdates and removes items from use as required by outdates. Supports managers in checking inventory for stock identified for recalled items and hazard alerts; ensures critical supplies are appropriately monitored and controlled, resolving deviations when possible, and escalating significant deviations to the Inventory Management Specialists.

3) Performs daily inventory of primary and secondary inventory points using bar coding equipment on a predetermined schedule that will allow for timely replenishment orders. Resolves differences between records and physical count of stock.

4) Distributes items according to established or ad hoc requirements in computerized inventory management systems such as GIP. Utilizes a pager or similar device to expedite the pick/delivery of items needed in user areas throughout the VA HCS and supported catchment area. Fills requests for items based on daily schedules of need or on an emergent basis as appropriate.

5) Cleans assigned secondary areas (shelves and bins) in accordance with aseptic principles as published in infection control guidelines, local Standard Operating Procedures (SOPs), and Joint Commission standards as scheduled.

6) Delivers supplies in a timely and accurate manner, ensuring supplies and material delivered are in sterile and operational condition. Deliveries will be to wards, clinics and other secondary locations that may be in remote sites. Delivery by motor vehicle may be required. Completes specialty cart preparation and stocking.

7) Supports wall-to-wall and periodic inventories. As needed, assists in other functional areas of the Section and performs other duties as assigned. Inventory Control – Receiving; receives supplies and material into the VA Health Care System and supported catchment area.

8) Unpacks/uncrates supplies from shipping cartons; properly stores supplies and material in main/primary inventory areas. Stores items in accordance with established guidelines, utilizing a computerized inventory system, to ensure sterility and integrity of the supplies and material and the data integrity of the inventory management system. Through periodic inventory and discussion with ward and clinical personnel, maintains stock levels, returns reusable supplies to the distribution area, and informs clinic and ward personnel on new or changed items and supplies, current medical supply resources, and shelf life. Performs other duties as assigned.

c. Work Schedule:

Full-Time (8 Hours per day), Monday through Friday

1st Shift: 8:00 am-4:30pm

1.2 Materials Handler/Warehouse:

Major Duties

a. General:

This position serves as a Warehouse Worker located within the Receiving/Distribution area of the Logistics Service in the Veterans Affairs Health Care System performing work that involves receiving, storing, selecting, and shipping general and/or specialized bulk and bin materials and equipment.

b. Warehouse:

1) Receives, stores and ships bin and bulk supplies, materials and equipment.

2) Receives, stores and moves hazardous and toxic materials and substances, such as certain types of chemicals or radioactive materials, in accordance with facility and regulatory requirements.

3) Prepares shipping and inventory documents for manual or automated inventory systems as well as participates in conducting inventory of stock on hand and communicates discrepancies to leadership. Ensures products and shelving are marked with corresponding identification numbers.

4) Consolidate materials and provide maximum space utilization and protection of materials. Coordinates incoming and outgoing shipments and placement of materials on the docking area, which may require scheduling personnel to facilitate movement of materials in accordance with priorities, scheduling requirements and space allocations.

5) Assists in developing plans for storage and arrangement of stock in accordance with VA regulations and requirements that determine the configuration setup, movement, rearrangement and traffic flow. Manages space and storage in accordance with VA regulations for a specific commodity or equipment group, such as general supplies, construction materials, medical supplies, and high value items.

6) May serve as a member of a warehouse project team of materials handlers involved in special projects, such as conversion of the warehouse from a manual to an automated system, relocating a major commodity or equipment group, or setting up a new commodity group area.

7) Makes off-site deliveries in motor vehicle, truck, or van not exceeding 26000 Gross Vehicle Weight Rating (GVWR), with electrical or hydraulic lift.

8) Performs other duties as assigned.

c. Work Schedule:

Full-Time (8 Hours per day), Rotating Schedule:

2nd shift 2:00 pm-10:30 pm, Monday through Friday

3rd shift: 10:30 pm – 07:00 am, Friday through Tuesday

2.0 GENERAL REQUIREMENTS:

The Contractor shall coordinate the onboarding of contract staff with the Contracting Officer’s Representative (COR). Any changes to Contractor Key Personnel will be reviewed by the COR. The COR will communicate and coordinate any directions with the Contractor’s designated representative. The Contractor shall provide qualified personnel per the qualifications set forth herein. The Contractor shall ensure they have qualified staff for all shifts during the hours of operation as previously defined in this SOW. The Contractor shall provide staff and services according to the criteria set forth in this contract, and all personnel including any replacement personnel shall meet all contract requirements.

3.0 HOURS OF SERVICE/COVERAGE:

The contractor shall provide 6 staff per day during the hours and days prescribed below. Contractor staff shall be present and working during the specified timeframes. The COR shall approve any changes to this requirement in writing.

Labor Categories Shift Hours Number of Specialist

Material Handler 1st Shift 08:00 am - 04:30pm Monday - Friday

Supply Technician 2nd Shift 02:00 pm - 10:30 pm Monday - Friday

Supply Technician 3rd Shift 10:30 pm - 07:00 am Friday - Tuesday

4.0 NATIONAL HOLIDAYS:

The Contractor is not required to provide services on the following National Holidays (in addition to other federal recognized days as specified by the Office of Personnel Management):

New Year’s Day 1 January Martin Luther King’s Birthday Third Monday in January President’s Day Third Monday in February Memorial Day Last Monday in May Independence Day July 4th

When a holiday falls on a Sunday, the following Monday shall be observed as a legal holiday by U. S. Government. When a holiday falls on a Saturday, the preceding Friday shall be observed as a legal holiday by U.S. Government.

Also, included would be any other day specifically declared by the President of the United States to be a National Holiday.

5.0 AUTHORIZED SERVICES:

Only those services specified herein are authorized under this contract. Contractor shall be cautioned that only the Contracting Officer (CO) may authorize additional services and that reimbursement shall not be made unless prior authorization is obtained.

6.0 CHANGES:

The contractor is advised that only the CO acting within the scope of this contract has the authority to make changes which may affect this contract terms and conditions, quality, quantity, price, and/or delivery. The contractor must contact the CO for approval in the event there are changes prior to proceeding. No other individual has the authority to make these binding changes and/or commitments.

In the event that the Contractor commits to such changes at the direction of any person other than the CO, the changes shall be considered to have been made without proper authority and no adjustment shall be made in contract price to cover any increase in costs incurred as a result thereof.

7.0 CONTRACTING OFFICER REPRESENTATIVE (COR):

A COR may be delegated to assist the CO in the administration and monitoring the resulting contract. A Delegation of Authority letter issued to the COR, a copy of which will be sent to the Contractor, will state the responsibilities and limitations of the COR. The COR is not authorized to change any of the terms and conditions of the resulting contract.

8.0 CONTRACT MONITORING

The Government shall specify a Supervisor/Manager who shall be responsible for monitoring the daily performance of contractor employees. The Government shall only observe and monitor contractor staff who are required to be on-site daily Monday through Friday during the hours of 06:30 am to 3:00 pm. The Government shall not supervise any of the Contractor employees at any given time. The assigned Supervisor/Manger shall communicate with the Contractor daily and/or when required to address any issues/concerns regarding the Contractor employees.

Labor Day First Monday in September Columbus Day Second Monday in October Veterans Day November 11th Thanksgiving Day 4th Thursday in November Christmas Day December 25th

Contractor shall take appropriate action involving their employees. Contractor shall report any findings to the Supervisor/Manager and the COR.

The Contractor shall notify the COR and CO immediately and in writing of the contractor’s employee name and of changes in employees appointed to fulfill all the requirements of the contract. Also, any substitution of employees due to illness or vacation.

9.0 CONTRACTOR EMPLOYEES ROSTERS

Current written rosters of all regular and alternate employees shall be provided to the CO and COR. Employees not listed on the rosters shall not be allowed to work at the VAGLAHS. The Contractor shall ensure that sufficient backup employees are trained, have had a background investigation completed and received a VA issued contractor badge and are available to provide the required services.

10.0 IDENTIFICATION OF CONTRACTOR EMPLOYEES:

a. The Contractor shall ensure that the employees assigned shall be cognizant of sexual harassment, drug-free workplace and other appropriate federal employment requirements.

b. Contractor’s Employees: Both parties agree that the contractor temporary supply technicians employees performing under the contract shall not be considered VA employees for any purpose and shall be considered employees of the contractor only.

In addition, the COR shall act as the primary point of contact (POC) between the CO and the contractor. The representative shall have full authority to act on behalf of the contractor on all matters relating to daily operations of contract performance.

An alternate POC shall also be designated. The contractor shall provide the names and telephone numbers of the POC(s) in the space below:

Primary POC:

Position Title:

Telephone No.:

Email Address:

Alternate POC:

Position Title:

Telephone No.:

Email Address:

11.0 BADGES:

All contractor employees shall be required to wear VA provided identification (I.D.) badges above the waist at all times while on the VA grounds. Contractor shall be required to coordinate with the 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 Government property.

12.0 STANDARDS OF CONDUCT:

The Contractor employees shall present a neat, well groomed, professional appearance at all time.

The Contractor employees shall not wear sandals, flip-flop style footwear, or open toed shoes.

Contractor employees found to be under the influence of, consuming, or using alcohol or drugs while on duty shall be subject to administrative action from the CO, which may include contract termination. Alcohol/Drug use in the workplace shall not be tolerated.

The contractor shall ensure that all contractor employees have met qualifying criteria. Ultimately, the decision to accept or reject contractor employees rests with the CO. Non-acceptance of contractor employees does not relive the contractor from satisfying and fulfilling the requirements of the contract.

The Government reserves the right to refuse acceptance of Contractor employees whose personal or professional conduct jeopardized or interferes with the operation of the facility. Breaches of conduct include intoxication or debilitation resulting from drug use, theft, dereliction or negligence in performing directed tasks, or other abuse, or other conduct resulting in formal complaints by staff members to designated Government Representatives. Standards for conduct shall mirror those prescribed by current Federal Employees Regulations.

13.0 SECURITY BACKGROUND CHECKS:

The Contractor employees shall complete a fingerprint and have a National Criminal History Check (NCHC) completed prior to performing services.

The Contractor employees will only be issued non-PIV badges and do not require a full background investigation.

14. 0 INSURANCE LIABILITY:

Prior to commencement of work to be performed, the Contractor shall furnish an insurance certificate indicating that the coverage outlined in paragraphs a and b have been obtained and that it may not be changed or canceled without a guaranteed thirty (30) day notice to the CO.

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.

15.0 SAFETY AND FIRE PREVENTION:

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, shall be immediately corrected. If the Contractor fails or refuses to correct deficiencies promptly, the CO may issue an order stopping all, or any part, of the work.

The Contractor shall comply with applicable Federal, State, and VA safety and fire regulations and codes, which are in effect during the performance period of the contract. The Contractor employees shall follow applicable facility policies concerning fire/disaster programs.

16.0 OTHER REQUIREMENTS:

a. VA Policy: 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.

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

c. Smoking Policy: Contractor employees may smoke only in designated areas.

Smoking is allowed in all outside designated smoking areas that are 40 feet away from building entrances unless indicated otherwise. Enclosed patios connected to facility buildings are considered part of the building and as such are non-smoking areas.

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 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT

2018)

(a) Definitions. As used in this clause—

Electronic Funds Transfer (EFT) indicator means a four-character suffix to the unique entity identifier.

The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

Registered in the System for Award Management (SAM) means that—

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into

SAM;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

System for Award Management (SAM) means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

Unique entity identifier means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See http://www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) If the solicitation for this contract contained the provision 52.204–7 with its Alternate I, and the Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

(c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement.

The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in SAM after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d)(1)(i) If a Contractor has legally changed its business name or ‘‘doing business as’’ name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to—

(A) Change the name in SAM;

(B)Comply with the requirements of subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer.

The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

http://www.sam.gov/

(ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the ‘‘Suspension of Payment’’ paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in SAM. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract.

A change in the unique entity identifier does not necessarily require a novation be accomplished.

(e) Contractors may obtain additional information on registration and annual confirmation requirements at www.sam.gov.

(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 10 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 10 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 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 six (6) months.

(End of Clause) https://vaww.aams.ecms.va.gov/AAMS_Production/DAV/2ctyyybjyy26wcyy/www.sam.gov http://www.sam.gov/

C.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

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

(End of Clause)

C.6 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED

VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as applicable

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns.

Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a verified service-disabled veteran-owned small business concern.

(c) Agreement. A service-disabled veteran-owned small business concern agrees that in the performance of the contract, the concern will comply with the limitation on subcontracting requirements in 13 CFR §125.6.

(d) A joint venture may be considered a service-disabled veteran owned small business concern if the joint venture complies with the requirements in 13 CFR 125.15, provided that any reference therein to SDVO SBC is to be construed to apply to a VA verified SDVOSB as appropriate.

https://www.vip.vetbiz.gov/

(e) Any service-disabled veteran-owned small business concern (non-manufacturer) must meet the requirements in FAR 19.102(f) of the Federal Acquisition Regulation to receive a benefit under this program.

(End of Clause)

C.7 VAAR 852.219-74…