36C26220R0051-0002002.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 52

36C26220R0051 01-15-2020

Allan Dela Cruz 562-766-2309 02-03-2020

36C262

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Suite 600

Long Beach CA 90815

X

811219

$22 Million

N/A

X

36C691

Department of Veterans Affairs

VA Greater Los Angeles Healthcare System (VAGLAHS)

11301 Wilshire Blvd

Los Angeles CA 90073

36C262

Department of Veterans Affairs

Network Contracting Office 22

4811 Airport Plaza Drive

Financial Services Center https:www.tungsten-network.com

See CONTINUATION Page

SHIMADZU Gas Chromatograph and High-Pressure Liquid

Chromatograph Preventive Maintenance Inspection (PMI) Service at VAGLAHS.

X X

X 1

36C26220R0051

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 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 STATEMENT OF WORK

SECTION C - CONTRACT CLAUSES

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

2018)

C.2 52.216-18 ORDERING (OCT 1995)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.7 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984) 18

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.10 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 2019)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

ATTACHMENT 1: EQUIPMENT LIST

ATTACHMENT 2: SOFTWARE LIST

SECTION E - SOLICITATION PROVISIONS

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

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

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

E.4 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 COREY KLINE

Network Contracting Office 22

4811 Airport Plaza Drive

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] Intermittently

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 https:www.tungsten-network.com

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the

Solicitation numbered and dated as follows:

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

This is an indefinite delivery indefinite quantity, (IDIQ) fixed price contract. Costs not incorporated into the contractor’s price will not be reimbursed by the Government.

The guaranteed minimum amount for this contract is $5,000.00. The maximum aggregate value of the order(s) that can be placed under this contract is $200,000.00. The Government does not guarantee that it will place any orders under contract in excess of the guaranteed minimum amount.

The previous option year pricing will apply to any extension pursuant to FAR 52.217-8

Any locations not listed in Section B.3 will be added by amendment and through the contracting officer.

BASE YEAR

02/25/2020 – 02/24/2021

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QTY UNIT

UNIT

PRICE AMOUNT

0001 SHIMADZU HPLC for QC (System #1) 12 MO

0002 SHIMADZU HPLC for QC (System #2) 12 MO

GAS CHROMATOGRAPH QUALITY

CONTROL 12 MO

0004 SHIMADZU HPLC HOOD #2 12 MO

0005 SHIMADZU HPLC HOOD #3 12 MO

0006 SHIMADZU HPLC HOOD #4 12 MO

0007 METABOLITE HPLC 12 MO

0008 BACK UP Instruments 12 MO

0009* Corrective Maintenance 2 EA

0010** Replacement Parts

*Line Item 0009: The quantity is only an estimate and is based on historical records in the past 12 months.

**Line Item 0010: The Contractor shall provide their best estimate for part replacement.

GRAND

TOTAL

OPTION YEAR ONE (OY1)

02/25/2021 – 02/24/2022

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QTY UNIT

UNIT

PRICE AMOUNT

1001 SHIMADZU HPLC for QC (System #1) 12 MO

1002 SHIMADZU HPLC for QC (System #2) 12 MO

GAS CHROMATOGRAPH QUALITY

CONTROL 12 MO

1004 SHIMADZU HPLC HOOD #2 12 MO

1005 SHIMADZU HPLC HOOD #3 12 MO

1006 SHIMADZU HPLC HOOD #4 12 MO

1007 METABOLITE HPLC 12 MO

1008 BACK UP Instruments 12 MO

1009* Corrective Maintenance 2 EA

1010** Replacement Parts

*Line Item 1009: The quantity is only an estimate and is based on historical records in the past 12 months.

**Line Item 1010: The Contractor shall provide their best estimate for part replacement.

OPTION YEAR TWO (OY2)

02/25/2022 – 02/24/2023

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QTY UNIT

UNIT

PRICE AMOUNT

2001 SHIMADZU HPLC for QC (System #1) 12 MO

2002 SHIMADZU HPLC for QC (System #2) 12 MO

GAS CHROMATOGRAPH QUALITY

CONTROL 12 MO

2004 SHIMADZU HPLC HOOD #2 12 MO

2005 SHIMADZU HPLC HOOD #3 12 MO

2006 SHIMADZU HPLC HOOD #4 12 MO

2007 METABOLITE HPLC 12 MO

2008 BACK UP Instruments 12 MO

2009* Corrective Maintenance 2 EA

2010** Replacement Parts

*Line Item 2009: The quantity is only an estimate and is based on historical records in the past 12 months.

**Line Item 2010: The Contractor shall provide their best estimate for part replacement.

OPTION YEAR THREE (OY3)

02/25/2023 – 02/24/2023

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QTY UNIT

UNIT

PRICE AMOUNT

3001 SHIMADZU HPLC for QC (System #1) 12 MO

3002 SHIMADZU HPLC for QC (System #2) 12 MO

GAS CHROMATOGRAPH QUALITY

CONTROL 12 MO

3004 SHIMADZU HPLC HOOD #2 12 MO

3005 SHIMADZU HPLC HOOD #3 12 MO

3006 SHIMADZU HPLC HOOD #4 12 MO

3007 METABOLITE HPLC 12 MO

3008 BACK UP Instruments 12 MO

3009* Corrective Maintenance 2 EA

3010* Replacement Parts

*Line Item 3009: The quantity is only an estimate and is based on historical records in the past 12 months.

**Line Item 3010: The Contractor shall provide their best estimate for part replacement.

OPTION YEAR FOUR (OY4)

02/25/2024 – 02/24/2025

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QTY UNIT

UNIT

PRICE AMOUNT

4001 SHIMADZU HPLC for QC (System #1) 12 MO

4002 SHIMADZU HPLC for QC (System #2) 12 MO

GAS CHROMATOGRAPH QUALITY

CONTROL 12 MO

4004 SHIMADZU HPLC HOOD #2 12 MO

4005 SHIMADZU HPLC HOOD #3 12 MO

4006 SHIMADZU HPLC HOOD #4 12 MO

4007 METABOLITE HPLC 12 MO

4008 BACK UP Instruments 12 MO

4009* Corrective Maintenance 2 EA

4010** Replacement Parts

*Line Item 4009: The quantity is only an estimate and is based on historical records in the past 12 months.

**Line Item 4010: The Contractor shall provide their best estimate for part replacement.

Base Year Total $

OY1 Total $

OY2 Total $

OY3 Total $

OY4 Total $

Aggregate Base Year thru OY4 Total $

B.3 STATEMENT OF WORK

1. DESCRIPTION OF WORK

1.1. The Contractor shall provide all necessary labor, materials, supplies, parts, software (needed for the general operation of the equipment), tools, equipment, travel, transportation expenses and other related costs necessary to provide preventive and corrective maintenance and inspection on selected Government-owned Shimadzu equipment defined herein located at the VA Greater Los

Angeles Healthcare Nuclear Medicine Department.

1.2. The government requires a contract for routine maintenance and repair services of the SHIMADZU

Gas Chromatograph (GC) and complete SHIMADZU High Pressure Liquid Chromatograph

(HPLC) systems. The Radiopharmaceutical Production and Cyclotron Facility of West Los Angeles

VA Medical Center is seeking to contract a vendor to maintain all of its SHIMADZU instruments to assure the compliance and continuity of the instruments in order to comply with current FDA’s cGMP requirements (21 CFR 211.67 Subpart D and FDA guidance and inspection documents).

Upkeep of these instruments is essential for production of the radiotracers used for Positron

Emission Tomography in Nuclear Medicine. SHIMADZU HPLC and GC instruments are some of the most critical parts of many of the production and quality control systems in the Cyclotron Lab.

1.3. The HPLC pump is a critical part of the purification system in many of the radiopharmaceutical production set-ups in the laboratory. Without the HPLC, production of all of the radiotracers will not be possible. In addition, analytical HPLC, GC, and their detector systems are used in quality control of every radiotracer used in the Radiopharmaceutical Production and Cyclotron Facility.

1.4. The facility where the instruments are located is considered to be a radiation area.

Instruments are located in an area with radiation exposure of up to 10MR/hour.

2. PREVENTIVE MAINTENANCE AND INSPECTION (PMI)

2.1. The Contractor shall provide one (1) planned PMI annually to ensure that the system is performing according to the manufacturer specification and guidelines.

2.2. On-site PMI provided under this contract shall include the furnishing of necessary labor, materials, tools, adjustments, performing remedial and non-emergency maintenance, effect repairs, cleaning, calibrations, lubrication, testing for operating efficiency, disassembly, replacement of parts to

Government-owned SHIMADZU systems.

2.3. The PMI shall be scheduled three (3) days in advance with the Contracting Officer Representative

(COR).

2.4. PMI shall be performed in accordance with the manufacturer’s instructions.

3. CORRECTIVE MAINTENANCE / EMERGENCY SERVICE:

3.1. Corrective maintenance / emergency services shall include the diagnosis and correction of product failures. Remedies may consist of temporary procedures to be followed by VA while a permanent remedy is being sought. Diagnosis shall be accomplished initially by telephone call.

3.2. The Contractor shall maintain and operate a telephone assistance number and provide technical support, available during the hours of 8 AM to 6 PM PST.

3.3. Response time for telephone support shall be four (4) hours from initial call Monday – Friday, 8

AM to 6 PM PST.

3.4. Should it be determined that on-site repairs are required, the Contractor shall arrive no later than forty-eight (48) hours of the initial call to start repairs.

3.5. For each instrument system identified herein, the Contractor shall perform at a minimum those services as determined necessary by the Biomedical Engineering and using service Supervisor.

The using service specification on the listed Medical Instrument is based on the equipment manufacturer’s recommended service and preventive maintenance procedures and schedules.

4. PERFORMANCE VERIFICATION:

Performance verification shall be required at the conclusion of every PMI and corrective/emergency repair. The verification procedure shall include performance testing for accuracy and precision of the instrument. If any procedures are performed that would in any way effect the calibration status of the instrument, the result of performance testing shall conform to the established performance criteria for the instrument.

5. HARDWARE/SOFTWARE MAINTENANCE SERVICE

5.1. The Contractor shall provide minor SHIMADZU software update products with no additional charge.

5.2. The Contractor shall properly install software upgrades on SHIMADZU hardware, and maintain to execute properly.

5.3. The Contractor shall be knowledgeable enough to give instructions with the proper use of the software and hardware.

5.4. Response time for consultation shall be within four (4) hours from the time service is requested during regular business hours.

5.5. The existing Software are as follows:

5.5.1. For GC: Lab Solutions Lite, Version 5.52

5.5.2. For HPLC’s used for QC: LabSolutions, Version 5.71 SP2

5.5.3. For HPLC’s used for Semi-Prep: LCSolution, Version 1.25

6. CONFORMANCE STANDARDS:

All work shall be performed, and equipment shall function in conformance with all VA safety standards, manufacturer’s/industry standards, the latest published editions of National Fire Protection

Association (NFPA)-99, Food and Drug Administration (FDA), Occupational Safety and Health

Administration (OSHA), The Joint Commission (TJC), and other applicable national standards.

7. REPLACEMENT PARTS:

7.1. The Contractor shall bill and be paid for actual replacement parts used.

7.2. Shipment to customer of installable replacement parts on an exchange basis shall be sent by overnight delivery within two (2) business days. If parts are not available within two (2) business days, an alternative date of delivery shall be approved by the Chief of Biomedical Engineering.

7.3. Only standard new or like-new parts shall be furnished by the Contractor. All parts shall be of current manufacture and shall have versatility with presently installed equipment All major components and parts furnished shall carry the manufacturer’s standard commercial warranty.

7.4. All newly installed parts shall become property of the Government. Replaced parts are to be disposed by the Contractor after approval of COR.

7.5. All defective parts are to be replaced at no cost to the Government. Operating and consumable supplies are not included in this contract.

7.6. The Veterans Affairs Healthcare Facility shall not furnish parts, service manuals and/or test equipment for the performance of this contract. It is the responsibility of the Contractor to bring appropriate equipment and/or supplies necessary to complete the work as required.

8. REPORT SUBMITTAL

7.1. The Contractor shall furnish, within ten (10) calendars days after award date, two (2) copies of its

Preventive Maintenance Procedure which shall be used during the scheduled PM services. These procedures are required by the Government as a condition of the facility’s Joint Commission requirements.

7.2. The Preventive Maintenance Procedure shall be received before any invoices can be certified for payment.

7.3. After each service, the Contractor shall submit electronically, a complete report of service rendered to the Biomedical Engineering Department. At a minimum, the report shall contain a detailed description of any and all service(s) performed and any recommendations necessary to meet regulation.

8. QUALIFICATION:

8.1. Personnel performing maintenance and repair services must be fully qualified, competent Field

Service Engineers (FSE) who has been trained to perform work on the specific equipment in accordance with the original manufacturer’s PMI/ repair procedures. “Fully qualified” is defined as factory-trained or equivalent* and experienced to work on the equipment assigned.

8.2. The Contractor shall provide a narrative that describes its specialized experience providing PMI services on Government-owned SHIMADZU GC and HPLC systems. Specifically, the Contractor shall submit a report within the last three (3) years which includes the system, dates when service(s) was performed, and type of service(s) performed.

9. PARTICIPATING FACILITY:

VA GREATER LOS ANGELES HEALTHCARE SYSTEM

11301 Wilshire Blvd

Los Angeles, CA 90073

10. HOURS OF WORK:

10.1. This contract is a full-service contract to include all necessary scheduled service calls five (5) days per week, Monday through Friday, 8:00 am –6:00 pm, excluding National holidays.

10.2. Any service performed during other than normal work hours must have prior approval and coordinated with the COR or CO.

NATIONAL HOLIDAY:

New Year’s Day January 01

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 04

Labor Day First Monday in September

Columbus Day Second Monday in October

Veterans Day November 11

Thanksgiving Day Fourth Thursday in November

Christmas Day December 25

If the holiday falls on a Sunday, the following Monday shall 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, and any day specifically declared by the President of the United States of

America.

11. OVERTIME & HOLIDAY PAY:

11.1. Any overtime and/or holiday pay that may be entitled to the Contractor’s employees shall be the sole responsibility of the Contractor and shall not be billed to nor reimbursed by the

Government.

11.2. Contractor shall bill and be paid for actual services provided by Contractor personnel.

Contractor shall not be paid for “availability” or “on-call” services unless otherwise provided herein.

12. GENERAL INFORMATION

12.1. CONTRACTOR’S PROGRAM MANAGER: The Contractor shall provide a Program Manager who shall be responsible for managing the performance of work. The name of this person shall be designated in writing to the Contracting Officer. The Contractor’s program manager shall have full authority to act for the Contractor on all matters relating to daily operations of this contract.

12.2. REPORTING PROCEDURES:

12.2.1. For services to be performed during normal working hours, the Contractor shall report upon arrival to the Biomedical Engineering Department, Bldg 500, Room 0261 and sign-in.

In addition to signing-in, the Contractor personnel shall identify him/herself to the COR before proceeding to the job site.

12.2.2. For services to be performed outside normal working hours, the Contractor shall obtain a visitor’s badge from the security guard assigned at the facility entrance prior to signing the after-hours log book located outside the Biomedical Engineering Department, Bldg 500, and proceeding to Room 0261.

12.2.3. Prior to leaving the facility the Contractor shall communicate status of equipment to the

COR, sign out at the same location that they signed in and return the visitor’s badge.

Name:

Address:

Phone No.:

Fax No.:

Email:

12.3. PARKING:

It is the responsibility of Contractor personnel to park only in designated parking areas. The Contractor shall make alternate arrangements for its personnel to park off-site if motor vehicles are required to access those facilities. Parking information is available from the VA Police & Security Service Office.

The VA shall not invalidate or make reimbursement for parking violations of the Contractor's personnel under any circumstances. The Contractor assumes full responsibility for any parking violations

12.4. SMOKING:

VAGLAHS is a smoke free facility. This includes the use of vape, electronic cigarettes and tobacco products.

12.5. TRAVEL:

All travel related expenses shall be included in the Contractors pricing.

13. INVOICING & PAYMENT:

13.1. The Contractor shall submit in arrears a properly completed itemized invoice in accordance with

VAAR Clause 852.232-72 Electronic Submission of Payment Request. The two (2) options available are:

• Tungsten e-Invoice Setup Information: 1-877-489-6135 o Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

• FSC e-Invoice Contact Information: 1-877-353-9791 o FSC e-Invoice email: vafsccshd@va.gov

13.2. No advance payments shall be authorized. Payment shall be made monthly for services provided during the billing month in arrears in accordance with FAR 52.212-4, para. (i). Upon submission of a properly prepared invoice for prices stipulated in this contract for services delivered and accepted in accordance with the terms and conditions of the contract, less any deductions stipulated in this contract. Payment of invoices may be delayed if the appropriate invoices as specified in the contract are not completed and submitted as required.

mailto:VA.Registration@Tungsten-Network.com mailto:vafsccshd@va.gov

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 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 02/25/2020 through 02/24/2025.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $5,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $5,000.00;

(2) Any order for a combination of items in excess of $200,000.00; or

(3) A series of orders from the same ordering office within 2 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph

(b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 2 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the

Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the

"maximum." The Government shall order at least the quantity of supplies or services designated in the

Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the

Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 02/24/2025.

(End of Clause)

C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

For purposes of award of this Contract, the Government intends to evaluate the option to extend services under FAR 52.217-8 as follows: The evaluation will consider the possibility that the option can be exercised at any time and can be exercised in increments of one to six months, but not for more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be those rates in effect under the contract each time an option is exercised under this clause. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8.

(End of Clause)

C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR

2000)

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

Government to an extension.

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

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

(End of Clause)

C.7 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR

(APR 1984)

Funds are not presently available for performance under this contract beyond 02/24/2021. The

Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 02/24/2021, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.8 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.9 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

(a) Definitions. As used in this clause—

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

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

This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause.

Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

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

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

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

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

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

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the

Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

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

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

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

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

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

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA

Financial Services Center in Austin, Texas; or

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

(End of Clause)

C.10 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

FAR

Number

Title Date

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

JUL 2016

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

(End of Addendum to 52.212-4)

C.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(OCT 2019)

(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. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-

78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or

Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I

(Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and…