36C26319Q0469-001.docx

36C26319Q0469

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

36C26319Q0469 04-10-2019 Stepehn Holly 605-720-6896 05-10-2019

11:00AM

36C263 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade

SD

57741 X X 541380 $15 Million N/A X 36C656 Department of Veterans Affairs VAMC St. Cloud 4801 8th Street St. Cloud

MN

56303-2015 36C263 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade

SD

57741

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page This Solicitation is to provide service to the Saint Cloud VAMC, for Legionella Water testing services.

Important Notice to Offerors:

Review and follow INSTRUCTIONS TO OFFERORS in clause 52.212-1 Addendum.

Note: block 30 - this document must be signed and returned to the Contracting Officer by the Offer Due Date in order to be considered. Please e-mail ALL required and completed documents to:

Stephen Holly, stephen.holly@va.gov Submit any questions written via e-mail; no telephonic questions will be accepted.

Incorporates the attached Wage Determination:

STC WD 15-4953 (Rev.-7) 1-1-2019 See CONTINUATION Page X X X 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 36C263 Department of Veterans Affairs Network 23 Contracting Office (NCO 23)

113 Comanche Rd.

Fort Meade SD 57741

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

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of

OBJECTIVES:

The purpose of this contract is to procure services for collecting and analyzing water samples for Legionella in accordance with VHA Directive 1061, “PREVENTION OF HEALTHCARE-ASSOCIATED LEGIONELLA DISEASE AND SCALD INJURY FROM POTABLE WATER DISTRIBUTION SYSTEMS” and for collecting and analyzing water samples to verify compliance with “Infection Control Standards for VA Dental Clinics,” 21 October 2013, and EPA Safe Drinking Water Act regulations in Dental Offices in the St. Cloud VA Health Care System. A summary of expected sample collection and analysis activities is attached as Attachment A. VHA Directive 1061 is attached as Attachment B. “Infection Control Standards for VA Dental Clinics” is attached as Attachment C.

SCHEDULE OF SUPPLIES:

1. Legionella Sampling Requirements:

a. General Procedures for Legionella Sampling:

The contractor shall furnish all personnel, supervision, equipment, supplies, facilities, certifications, transportation, and resources necessary to perform Legionella water testing. The contractor must furnish all sample collection equipment. Containers must be sterile, appropriate for the analysis, properly preserved, and promptly transported to the laboratory under strict chain of custody procedures.

The contractor shall collect and analyze water samples from distal points (sinks and showers) and ice or water from ice machines on the St. Cloud VA Health Care System campus included in the contract. Specific distal point locations for sampling will be determined by the COR and/or the Health Care System Point of Contact. One Hundred Twenty (120) samples will be taken during quarterly sampling. The numbers and types of samples to be collected and analyzed are specified in Attachment D.

Testing of the building’s hot and cold water distribution system(s) for L. pneumophila must be performed quarterly (once per Federal Fiscal Year quarter, plus or minus 10 calendar days from the date of the last performance of regular quarterly service). Extensions may be granted for unforeseen conditions and for other factors outside of the contractor’s control.

Water samples must be taken from outlets on the hot water distribution system and outlets on the cold water distribution system from each building for each quarterly testing cycle. NOTE: “Outlets” are the points in the water distribution system where the end user comes in contact with the water (e.g., faucet, showers, and ice machines). Water samples will be taken at first “draw” to catch the water that comes out immediately from the outlet and will be at least 250 ml.

At the time each water sample is taken, test (measure) and document the following for each sample: water temperature after it reaches a stable temperature, level of residual biocide (performing the proper testing for the site based on type of biocide), and pH. This documentation needs to be provided with the analysis results.

Non-routine sampling (outside of the quarterly sampling) may be conducted as needed. The St. Cloud VA Health Care System is allowed non-routine samples numbering up to 10% of the total samples taken from each health care system annually. If sampling over this amount is needed by healthcare systems, the contractor will provide a fixed price for the sampling equipment and analysis and for the collection of samples for each healthcare system. The cost of this sampling will be added to the overall price of the contract. Additional sampling will be conducted upon approval by the Contracting Officer’s Representative (COR).

For non-routine sampling, the contractor must be able to sample within 24 hours of being notified of the need to sample. Samples of at least 1000 ml may be required. Water samples will be taken at first “draw” to catch the water that comes out immediately from the outlet. Swab sampling may be conducted along with the water sampling for non-routine sampling. Swab sampling will be done in accordance with VHA direction and in accordance with direction from the laboratory where the samples will be analyzed.

The specific sampling location and type of sample (e.g. hot water or cold water) will be specified by COR and/or Health Care System Point of Contact. Specific distal points sampled will vary per quarter, so communication with the Health Care System Point of Contact will be required before the round of sampling each quarter or before non-routine sampling in order to ensure that the contractor knows the locations of sampling. The locations of buildings included in the sampling are attached at Attachment D. This list also includes the Health Care System Points of Contact information.

b. Sample Collection, Storage, and Transferring of Analysis:

Samples will be collected, stored, and transferred as directed by the COR or by the laboratory. For routine sampling, water samples need to be at 250 ml. For non-routine sampling, water samples of at least 1000 ml may be required. Water samples will be taken at first “draw” to catch the water that comes out immediately from the outlet. Each water sample will be collected in a sterile, unused, HDPE or HDPP plastic leak-proof container provided by the testing laboratory. The following parameters will be measured and logged with each water sample is collected: water temperature upon reaching a stable temperature, level of residual biocide, and pH. Samples will be stored and transferred for analysis in a manner that will maintain the integrity of the samples. Samples will be secured to prevent cross-contamination. Samples need to arrive at the testing laboratory within the time frame defined by the ELITE laboratory.

c. Sample Analysis and Reporting:

The testing laboratory processing the water samples for Legionella must be certified by the Centers for Disease Control and Prevention (CDC) Environmental Legionella Isolation Techniques Evaluation (ELITE) program as proficient at performing the culture of Legionella from environmental samples. The limit of detection must be < = 1 CFU/ml. The full 250 ml volume of potable water must be concentrated for routine quarterly testing. The full 1000 ml volume of potable water must be concentrated for non-routine testing. The testing laboratory must retain samples that test positive for Legionella for 30 calendar days and must release them to the healthcare system if requested. Information about ELITE certified laboratories can be found at https://wwwn.cdc.gov/elite/Public/MemberList.aspx. The testing laboratory must also be able to determine if the Legionella detected in environmental samples is the species Legionella pneumophila and whether it is serogroup 1. Quantify L. pneumophila and identify the presence or absence of other Legionella species. NOTE: Rapid testing method, such as polymerase chain reaction (PCR) and direct fluorescent antibody (DFA) are not permitted.

In addition to the CDC ELITE certification, the laboratory must have environmental microbiology accreditation by a nationally recognized accrediting body, such as EMLAP, NELAP, etc. Proof of certification must be provided before acceptance of contract.

Provide all sample analysis reports via e-mail to COR and Health Care System Point of Contact. Notification of any positive sampling results will be made within two working days of making this determination. Analytical reports shall include a signed copy of the chain of custody, identification of sampling locations and conditions, including the specific outlet temperature of water at the time the sample was collected, pH, biocide residual levels, method detection limits, and a description of test methodology. The final report submitted to the COR and Health Care system Point of Contact shall be in Excel Spreadsheet format and include:

1. Sample ID.

2. Sample date.

3. Floor number.

4. Room number.

5. Sample source.

a. Faucet.

b. Shower.

c. Etc.

6. Sample type.

a. Hot water.

b. Cold water.

7. Sample volume in milliliters (ml).

8. Water temperature in degrees Fahrenheit.

9. Biocide type.

10. Biocide level.

11. pH.

12. Name of individual taking the sample.

13. Date sample sent to laboratory.

14. Date report sent to POC and COR.

15. Was Legionella detected in the sample.

a. Yes or no.

b. If yes, provide species and serogroup with concentrations in CFU/ml.

16. Name of the laboratory used for Legionella testing.

17. Lab sample Id.

18. Was sample stored for future molecular typing.

a. Yes or no.

b. If yes, what is the storage end date.

Sample analysis reports must be provided within 15 calendar days of the lab receiving the samples. If the 15th day falls on a weekend or federally observed holiday, the reports shall be provided no later than the next normal business day.

The testing laboratory shall have qualified technical support staff for consultation relative to water sample collection, testing, and interpretation of results.

2. Procedures for Sampling for Safe Drinking Water Compliance for Dental Waterlines:

General Requirements and Procedures for Sampling of Dental Waterlines:

Sampling equipment and lab analysis will be provided to the Dental Clinic for testing their waterlines for compliance with the EPA Safe Drinking Water Act standard for potable water and the “Infection Control Standards for VA Dental Clinic,” dated 21, October 2013. Sampling analysis will be for total colony forming units (cfu) of heterotrophic water bacteria per milliliter of water.

The Contractor will furnish sterile bottles appropriate for the analysis, properly preserved, and promptly transported. The Contractor will furnish appropriate shipping containers for the transportation of samples to the laboratory. The bottles a unique identifying number for the sample. Comprehensive instructions on how samples will be collected, preserved, and transported to the laboratory for analysis will be provided to the facility. The laboratory will follow strict chain of custody procedures upon the receipt of the samples from the facilities.

Sampling is required on a quarterly basis for each waterline in the St. Cloud Medical Center Dental Clinic, which is located at 4801 Veterans Drive, St. Cloud, MN 56303. The Facility Point of Contact is Lynn Dhein, 320-255-6480 ext. 7144. Seventy-five (75) samples will be taken during quarterly sampling.

Non-routine sampling (outside of the quarterly sampling) may be conducted as needed. The health care system is allowed non-routine samples numbering up to 10% of the total samples taken annually. If sampling over this amount is needed by the healthcare system, the contractor will provide a fixed price for the sampling equipment and analysis. Additional sampling will be conducted upon approval by the COR. The cost of this sampling will be added to the overall price of the contract. For non-routine testing, sampling bottles and supplies must be received the requesting Dental Clinic within 2 business days of being notified of the need to sample.

The laboratory that processes the water samples will be certified by the Environmental Protection Agency (EPA) and/or Minnesota Pollution Control Agency (MPCA) to perform environmental sampling. Proof of certification must be provided before acceptance of the contract. The laboratory will utilize the Standard Spread Plate Method 9215C using R2A agar. Sampling results will report the number of colony forming units of heterotrophic water bacteria per milliliter of water (cfu/ml), readings of less than 10 or greater than 500 may be recorded as <10 cfu/ml or > 500 cfu/ml.

Provide all sample analysis reports via e-mail to the COR and the Health Care System Point of Contact within 10 calendar days of receiving the sample. If the 10th day falls on a weekend or federally observed holiday, the reports shall be provided no later than the next normal business day. Notification of any positive sampling results will be made within two working days of making this determination Analytical reports shall include a signed copy of the chain of custody, identification of sampling locations, method detection limits, and a description of test methodology.

The testing laboratory shall have qualified technical support staff for consultation relative to water sample collection, testing, and interpretation of results.

HOURS OF OPERATION:

The Contractor will conduct work on-site during normal business hours, Monday-Friday, 8:00-4:00 excluding federal holidays. The Contractor shall coordinate with the COR and/or the POC to determine when work can be performed.

SECURITY REQUIREMENTS:

The Contractor will be responsible for ensuring compliance by its employees with all VA procedures governing building access and security. Contractor personnel will be escorted by VHA personnel at all times. The C&A requirements do not apply, and that a Security Accreditation Package is not required.

SUBCONTRACTS

No portion of the work shall be subcontracted without prior written consent of the Contracting Officer. In the event that the contractor desires to subcontract some part of the work specified herein, the contractor shall furnish the Contracting Officer with the names, qualifications, and experience of their proposed subcontractor(s). The Contractor shall, however, remain fully liable and responsible for the work to be done by his subcontractor(s) and shall assure compliance with all requirements of the contract.

CONTRACTING PERFORMANCE MONITORING

The COR for this contract is:

Corinne Schrantz, Supervisory General Engineer 4801 Veterans Drive St. Cloud, MN 56303 Phone: 320-252-1670 extension 6715 E-mail: corinne.schrautz@va.gov

Health Care System Point of Contact:

St. Cloud, MN 56303 Phone: 320-255-6480, extension 6511 E-mail: annette.hoheisel@va.gov

PRIVACY ACT

Disclosed Information: Though there is no anticipation of information protected by the provisions of the Privacy Act of 1974 to be disclosed during the performance of this task, all personnel assigned to this Contract are required to take proper precautions to protect privacy information from disclosure in the case that such disclosures are made.

Commitment to Protect Sensitive Information: The Contractor shall not release, publish, or disclose sensitive information to unauthorized personnel, and shall protect such information in accordance with provisions of the following laws and any other pertinent laws and regulations governing the confidentiality of sensitive information: 18 U.S.C. 641 (Criminal Code: Public Money, Property or Records)

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

WATER TESTING FOR LEGIONELLA AND OTHER TOTAL BACTERIA COUNTS AT THE VA HEALTH CARE SYSTEM, 4801 VETERANS DRIVE, ST. CLOUD, MN. TESTING TO INCLUDE ALL SAMPLE COLLECTION SUPPLIES, SHIPPING, AND TESTING SERVICES. APPROXIMATELY 120 SAMPLES WILL BE COLLECTED PER QUARTER.

Contract Period: Base POP Begin: 06-15-2019 POP End: 06-14-2020

WATER TESTING FOR LEGIONELLA AND OTHER TOTAL BACTERIA COUNTS AT THE VA HEALTH CARE SYSTEM, 4801 VETERANS DRIVE, ST. CLOUD, MN. TESTING TO INCLUDE ALL SAMPLE COLLECTION SUPPLIES, SHIPPING, AND TESTING SERVICES. APPROXIMATELY 120 SAMPLES WILL BE COLLECTED PER QUARTER.

Contract Period: Option 1 POP Begin: 06-15-2020 POP End: 06-14-2021

WATER TESTING FOR LEGIONELLA AND OTHER TOTAL BACTERIA COUNTS AT THE VA HEALTH CARE SYSTEM, 4801 VETERANS DRIVE, ST. CLOUD, MN. TESTING TO INCLUDE ALL SAMPLE COLLECTION SUPPLIES, SHIPPING, AND TESTING SERVICES. APPROXIMATELY 120 SAMPLES WILL BE COLLECTED PER QUARTER.

Contract Period: Option 2 POP Begin: 06-15-2021 POP End: 06-14-2022

WATER TESTING FOR LEGIONELLA AND OTHER TOTAL BACTERIA COUNTS AT THE VA HEALTH CARE SYSTEM, 4801 VETERANS DRIVE, ST. CLOUD, MN. TESTING TO INCLUDE ALL SAMPLE COLLECTION SUPPLIES, SHIPPING, AND TESTING SERVICES. APPROXIMATELY 120 SAMPLES WILL BE COLLECTED PER QUARTER.

Contract Period: Option 3 POP Begin: 06-15-2022 POP End: 06-14-2023

WATER TESTING FOR LEGIONELLA AND OTHER TOTAL BACTERIA COUNTS AT THE VA HEALTH CARE SYSTEM, 4801 VETERANS DRIVE, ST. CLOUD, MN. TESTING TO INCLUDE ALL SAMPLE COLLECTION SUPPLIES, SHIPPING, AND TESTING SERVICES. APPROXIMATELY 120 SAMPLES WILL BE COLLECTED PER QUARTER.

Contract Period: Option 4 POP Begin: 06-15-2023 POP End: 06-14-2024

St. Cloud VA Health Care System Legionella Sampling and Dental Waterline Sampling Performance Work Statement

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 52.217-8 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 of contract expiration..

(End of Clause)

C.3 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 of contract expiration.; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 45 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.4 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

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

(1) Means a small business concern:

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

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

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

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

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

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

(b) General.

(1) Offers are solicited only from verified service-disabled veteran-owned small business concerns. Offers received from concerns that are not verified service-disabled veteran-owned small business concerns shall not be considered.

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

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

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

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

(End of Clause) C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

(3) Electronic form means 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.7 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of Minnesota. Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause)

C.8 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)

(End of Addendum to 52.212-4)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(5) 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…