36C26222R0074_1.docx

36C26222R0074

GENERAL INFORMATION

Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815

POINT OF CONTACT*

Contract Specialist C. Simona Hinsley corina.hinsley@va.gov

PLACE OF PERFORMANCE

VA San Diego Healthcare System

3350 La Jolla Village Drive

San Diego California

COUNTRY

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6 -- Streamlined Procedures for Evaluation and Solicitation for Commercial Items, in conjunction with FAR -- Part 13 Simplified Acquisition Procedures, specifically FAR Subpart 13.5 – Simplified Procedures for Certain Commercial Items; and supplemented with additional information included in this notice. This announcement constitutes the only solicitation; offers are being requested and a written solicitation is attached to this announcement.

Solicitation # 36C26222R0074 is issued as a Request for Proposal (RFP) set aside 100% for Service Disabled Veteran Owned Small Businesses and constitutes the only solicitation.

Description of Services: The VA San Diego Healthcare System requires Water System Testing and Reporting for Sterile Processing Services in compliance with Veterans Health Administration Directive 1116(2) Services as described in the attached solicitation.

Please see attached SF 1449 Solicitation including applicable clauses / provisions, proposal submittal instructions, and other pertinent information relative to this solicitation including the time period for submitting questions relating to this solicitation.

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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

664-22-1-5034-0012 36C26222R0074 02-23-2022 C.Simona Hinsley/Sandra L.Fusco 562-766-2268/562-766-2226 03-10-2022 10:00

PST

36C262 Department of Veterans Affairs Network Contracting Office 22 4811 Airport Plaza Drive Suite 600 Long Beach CA 90815 X X 541330 $16.5 Million N/A X 36C664 Department of Veterans Affairs VA San Diego Healthcare System 3350 La Jolla Village Drive San Diego CA 92161 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

(470) 305 - 4896 See CONTINUATION Page Water System Testing and Reporting for Sterile Processing Services in compliance with Veterans Health Administration Directive 1116(2) for VA San Diego Healthcare System (VASDHS).

See subsequent pages for details and Schedule of Services and Price.

The Solicitation is a Set-Aside 100% Services-Disabled Veteran-Owned Small Business (SDVOSB).

See CONTINUATION Page X X Sandra L. Fusco Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: 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:

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs Financial Services Center Submit Invoices Electronically to:

www.tungsten-network.com/us/en

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

B.2 SCHEDULE OF SERVICES AND PRICE

This is a Firm-Fixed-Price (FFP) contract for Water System Testing and Reporting for Sterile Processing Services in compliance with Veterans Health Administration (VHA) Directive 1116(2). Prices in this schedule represent an all-inclusive rate including labor, incidental costs, overhead, and insurance premium payments for applicable insurance coverage. Costs not incorporated into the contractor’s price will not be reimbursed by the Government.

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

The contract period of performance shall be for a base year with the Government having the option to exercise four (4) one-year option periods. The schedule of services and price below indicates pricing for base year and each one-year option period.

Base Year: Period of Performance: 03/15/2022 – 03/14/2023

Option Year One (1): Period of Performance: 03/15/2023 – 03/14/2024

Option Year Two (2) Period of Performance: 03/15/2024 – 03/14/2025

Option Year Three (3) Period of Performance: 03/15/2025 – 03/14/2026

Option Year Four (4) Period of Performance: 03/15/2026 – 03/14/2027

PRICE TOTAL SUMMARY

B.3 STATEMENT OF WORK

1. Background:

1.1. The VA San Diego is required to implement a multi-disciplinary team approach to ensure testing, routine preventative maintenance, and reporting requirements are performed for the Sterile Processing Services (SPS) critical and utility water systems per Veterans Health Administration (VHA) Directive 1116(2). Appropriate water testing must occur per schedule, with flushing as necessary regardless of whether SPS is operating at full capacity.

1.2. Water quality requirements within Sterile Processing Services (SPS) are defined in the Association for the Advancement of Medical Instrumentation (AAMI) Technical Information Report (TIR)34: 2014/(r)2017, Water for the Reprocessing of Medical Devices which is referenced in AAMI ST79:2017, Comprehensive Guide to Steam Sterilization and Sterility Assurance in Health Care Facilities. These documents define both the parameters to be monitored and outline the frequency of quality testing and limits for the noted contaminants in utility water and critical water. Water quality parameters include hardness, conductivity, pH, chlorides, bacteria and endotoxins, total organic carbon, color or turbidity, temperature, and filters.

1.3. In the SPS design guide, VHA states that “the quality of the water used in SPS equipment vastly affects the end result of reusable medical equipment (RME) reprocessing.” While tap water may be used in some phases of reprocessing, water that has been “extensively treated” (i.e., critical water) should be used in the final rinse of instruments to remove inorganic components as well as microorganisms.

1.4. Basis of Need for Professional Support Services: Water quality is important in all stages of RME reprocessing. The primary objective of RME reprocessing is to ensure that a device is safe for patient use and does not cause an adverse event as detailed in the AAMI technical reports and guides. Because of this risk and reprocessing requirements on water quality, the water used is required to be regularly monitored to ensure the control measures are working properly. Ensuring the adequacy of water quality requires a team approach between RME processing personnel and personnel that maintain the water treatment system. The two AAMI technical report/guidelines referenced above provide guidelines on the quality of water (e.g., utility vs. critical) needed at each category of medical device. Specifically, the guides include:

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Page 1 of

· Importance of water quality and effective water treatment

· Categories of water quality for medical device reprocessing

· Selection of water quality

· Water treatment systems

· Monitoring of water quality

· Strategies for microorganism control

· Personnel considerations

· Continuous quality improvement

· Troubleshooting water quality issues

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2. Scope of Work:

The contractor shall provide sampling and analysis of those water quality parameters requiring monthly, quarterly, and/or annual testing. Those parameters with daily frequencies will be collected by VA Engineering Staff. Additionally, the contractor shall conduct a review and evaluation of water parameter criteria records of daily sampling events and of the Critical Water standard operating procedures for the SPS. The Contractor shall provide updates/ recommendations upon request.

3. Specific Tasks:

The contractor shall provide professional water testing services for the sampling, analysis, and reporting of results of critical water within the SPS at the VA San Diego. At least three monthly bacterial test locations are required; one post critical water production at the Engineering plant, one post critical water in room B171-B (SPS Sterilizer closet) and one post facility filtration system of utility water. The Scope of Work encompasses sampling water using for the following parameters (Table 1) and frequency (Table 2):

3.1. Table 1. Categories and Recommended Levels of Water Quality for Medical Device Reprocessing.

After high-level disinfection: <10 <10

After high-level disinfection: <20 <10

3.2. Table 2. Abbreviated AAMI TIR34 water quality testing frequency for Critical Water compliance.

4. Deliverables:

The Contractor shall provide an electronic format report and a paper copy of the Critical Water Systems Testing and Reporting for Sterile Processing Services. Results shall define the scope of the work performed and shall include details of actions and methods used to perform work and recommendations. During data collection, the Contractor shall report discrepancies in existing system to include Gap analysis results to determine need and policies to implement and maintain compliance with VHA Directive 1116(2).

5. Performance Monitoring:

The VASDHS COR or designee shall monitor Contractor performance using the following criteria including:

5.1. Knowledge of Sterile Processing Services procedures, and VHA Directive 1116(2) requirements.

5.2. Ability to perform work and provide reports at the specified dates.

5.3. Proven exemplary work history in medical facility systems.

5.4. Contractor certification to perform work in Sterile Processing Services.

5.5. Familiarity with VA procedures and specifically, the VASDHS facility.

5.6. Employee qualifications and experience in performing required work.

5.7. Past similar work on-site or within other VA facilities or Federal entities of comparable size.

6. Safety Precautions:

6.1. The Contractor shall comply with all applicable Federal, State, and local requirements regarding workers’ health and safety. The requirements include those found in the VHA Directive 11161(2), Centers for Disease Control and Prevention (CDC), Federal and State Occupational Safety and Health Act (OSHA) statutes and regulations, such as applicable provisions of Title 29, Code of Federal Regulations (CFR), Parts 1910 and 1926, CFR 1910.132(d)(1)(iii), 29CFR1910.137.

6.2. In the performance of this contract, the Contractor shall take such safety precautions as necessary while operating in construction area. Contractor shall provide all necessary tools, equipment, labels, and Personal Protective Equipment (PPE) to perform the work safely, effectively, and timely.

7. Other Contract Requirements:

7.1. Contractor employees shall notify the COR or designee before entering a designated permit required confined space so that appropriate precautions may be taken. In addition, there are special precautions to be taken when working on 2S Mental Health unit or other locations of this facility. If required, the Contractor shall keep tools and materials under their control at all times. The facility will be functional during contractor operation. The Contractor shall therefore schedule the work accordingly and coordinate operation with the facility construction safety manager and project’s COR. Several inspections will be conducted in locations that may require additional personal protective equipment. The Contractors shall notify the VA representative at any time the contractor is on VA grounds.

7.2. VASDHS La Jolla facility is a Federal property. The Contractor shall coordinate with the facility Engineering Service if warranted for access in restricted spaces or any required support in the performance of this work. The designated COR or designee shall coordinate the request.

7.3. If work will be conducted in areas identified as containing asbestos materials, the Contractor shall comply with the public laws and statutes including all changes and amendments of Federal, State, and local environmental statutes and regulations governing Asbestos containing materials-ACM, to include:

· 29 CFR 1926.1101 Asbestos Regulations for the Construction Industry.

· 29 CFR 1910.134 Respiratory Protection Standard

· EPA, Asbestos Hazard Emergency Response Act (AHERA) protocols.

· Guidance for Controlling Asbestos-Containing Materials in Buildings, EPA 560/5-85-024.

8. Acceptance Criteria:

The COR or designee can perform inspection of the work performed without the presence of the Contractor and determine whether the work performed is within standards expressed in this scope of work. It is VA prerogative to hire an independent qualified third party to check the validity of the work conducted.

9. Contractor Qualifications & Other Responsibilities:

9.1. The Contractor shall obtain all necessary licenses required to perform this work. Contractor shall take all precautions necessary to protect persons and property from injury or damage during the performance of this contract. The Contractor shall be responsible for any injury to himself/herself, his/her employees, or others, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by him/her or his/her employees’ fault or negligence. The Contractor shall maintain personal liability and property damage insurance prescribed by the laws of the Federal Government.

9.2. Contractor personnel performing services under this contract shall possess a bachelor’s degree in science, be certified as an Industrial Hygienist, and have at least 3 years of experience in water quality.

9.3. The Government reserves the right to accept or reject Contractor’s employee for the rendering of services. Complaints concerning Contract Personnel’s performance or conduct will be dealt with by the Contractor and COR or designee with the final decision being made by the Contracting Officer.

10. Safety Requirements:

10.1. All personnel employed by the Contractor in the performance of this contract, or any representative of the Contractor entering on VASDHS property 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.

10.2. The Contractor shall perform work in strict accordance with existing relevant, accredited standards and codes to minimize the possibility of injury to personnel, or damage to Government equipment. Every effort shall be made to safeguard human life and property.

10.3. The Contractor shall comply with all applicable Federal, State, and local requirements regarding workers’ health and safety, particularly those found in Federal and State Occupational Safety and Health Act (OSHA) statutes and regulations, such as applicable provisions of Title 29, Code of Federal Regulations (CFR), Parts 1910 and 1926.

10.4. The Contractor shall provide all necessary tools, and Personal Protective Equipment (PPE) to perform the work safely, effectively, and timely.

10.5. The VAMC San Diego building 1, main building, contains asbestos. Any worker entering these asbestos containing areas must have an asbestos certification of no less than 16 hours and a valid fit test certification. Certifications must be presented to the VA project manager before any work in an asbestos area may begin.

11. Changes:

11.1. The Contractor is advised that only the Contracting Officer, acting within the scope of the contract has the authority to make changes which affect the contract in terms of quality, quantity, price, or delivery.

11.2. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment shall be made in the contract price to cover any increase in costs incurred as a result thereof.

12. 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.

13. Parking Policy:

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

14. Identification Badges:

All Contractor personnel are required to wear identification (I.D.) badges during the entire time they are on the VA Healthcare System grounds. I.D. badges must have an identification picture and shall state the name of the individual and the company represented.

15. Smoking Policy:

Smoking is not permitted within the VA Healthcare System facilities campus.

16. Normal Working Hours:

16.1. Normal hours of operation are Monday through Friday from 7:30 am to 4:00 pm Pacific time. All work is expected to be performed generally during normal hours of coverage unless requested or approved by the COR or designee or his/her designee.

16.2. Before commencement of work, the Contractor shall confer with the VA COR or designee and Contracting Office to agree on a sequence of procedures; means of access to premises and building. All work performed, to include delivery of materials and equipment, shall be made with minimal interference to Government operations and personnel.

16.3. Work performed outside the normal hours of coverage must be approved by the COR or his/her designee.

17. Overtime and National Holidays:

17.1. Any overtime 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.

17.2. The Contractor is not required to provide service on the following U.S. Government holidays, nor shall the Contractor be paid for these days:

18. INVOICE AND PAYMENT:

18.1. Payment to be made monthly in arrears. The Vendor shall submit original invoices in proper electronic format to the Financial Services Center (FSC). Proper electronic format means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

18.1.1. VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, OB10, to transition vendors from paper to electronic invoice submission. Please see OB10 contact information below to begin submitting electronic invoices, free of charge.

18.1.2. A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site (http://www.x12.org).

18.2. Vendor e-Invoice Set-Up Information:

18.2.1. OB10 e-Invoice Setup Information: 1-877-752-0900

18.2.2. OB10 e-Invoice e-mail: USClientServices@ob10.com

18.2.3. Financial Services Center e-Invoice Contact Information: 1-877-353-9791

18.2.4. Financial Service Center e-Invoice e-mail: vafsccshd@va.gov

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 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 PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

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

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

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

(End of Clause)

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

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 7 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 7 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause) C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72,…