36C26321Q0261.docx

36C26321Q0261

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

618-21-2-6023-0048 36C26321Q0261 02-10-2021 David A. Raad 605.720.6851 02-24-2021 23:59

MST

36C618 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

SD

57741 David A. Raad, Contract Specialist David.Raad@va.gov X X Y 541380 $16.5 Million N/A X 36C568 Department of Veterans Affairs

MINNEAPOLIS VAMC

One Veterans Drive Minneapolis

MN

55417 36C568 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 X See CONTINUATION Page This solicitation is to provide service to VAMC Minneapolis.

See attached Statement of Work, Legionella Water Testing Services, Base plus options.

Period of Performance 3/15/2021 - 03/14/2022 Submit any written questions via email by February 17, 2021

**NO TELEPHONE QUESTIONS WILL BE ACCEPTED OR ANSWERED.**

Responses to questions will be posted as an amendment to the solicitation.

Solicitation will close at 2359 on February 24, 2021 Note block 30 - this document must be signed and returned to the Contract Specialist by the Offer Due Date in order to be considered. Email ALL required and completed documents to: David Raad at david.raad@va.gov This solicitation is a total SD/VOSB set-aside.

See CONTINUATION Page 618-3610162-6023-854100 Recurring M\T\R Real Pr-2543 Recurring Maintenance and-010050192 618-21-2-6023-0048 X X X Angela G. Beck 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 36C263 Angela G. Beck Department of Veterans Affairs Network 23 Contracting Office (NCO 23)

113 Comanche Rd.

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:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

LEGIONELLA TESTING FOR THE MVHAHCS AND NORTHWEST METRO CLINIC BASE YEAR: 3/15/21 - 3/14/22 CARL BERNING IS THE COR AND THE POC Contract Period: Base POP Begin: 03-15-2021 POP End: 03-14-2022

OPTION YEAR. LEGIONELLA TESTING FOR THE MVHAHCS AND NORTHWEST METRO CLINIC. CARL BERNING IS THE COR AND THE POC Contract Period: Option 1 POP Begin: 03-15-2022 POP End: 03-14-2023

OPTION YEAR. LEGIONELLA TESTING FOR THE MVHAHCS AND NORTHWEST METRO CLINIC. CARL BERNING IS THE COR AND THE POC Contract Period: Option 2 POP Begin: 03-15-2023 POP End: 03-14-2024

OPTION YEAR. LEGIONELLA TESTING FOR THE MVHAHCS AND NORTHWEST METRO CLINIC. CARL BERNING IS THE COR AND THE POC Contract Period: Option 3 POP Begin: 03-15-2024 POP End: 03-14-2025

OPTION YEAR. LEGIONELLA TESTING FOR THE MVHAHCS AND NORTHWEST METRO CLINIC. CARL BERNING IS THE COR AND THE POC Contract Period: Option 4 POP Begin: 03-15-2025 POP End: 03-14-2026

Page 1 of Page 1 of October 20, 2020

STATEMENT OF WORK

Minneapolis Veteran Affairs Health Care System Legionella Testing

1. Introduction:

a. Testing water for the presence of Legionella bacteria in the domestic water must be accomplished periodically.

b. This Contract will be awarded as a Firm-Fixed Price (FFP) contract.

2. Objectives:

a. 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 within the Minneapolis VA Health Care System.

3. Statement of Work:

SCHEDULE OF SUPPLIES:

· Legionella Sampling Requirements:

· 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.

Approximatley 560 water samples. The contractor shall collect and analyze water samples from distal points (sinks and showers) and ice or water from ice machines, cooling towers, and outdoor SCI fountain on Minneapolis VA Health Care System campuses 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. 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 Minneapolis 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.

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.

Sampling of cooling towers will be conducted two times per year during the period in which they are running at each of the locations included in Attachment E.

· 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 shall 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 that 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.

· 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. Upon request, the laboratory must provide a detailed Standard Operating Procedures including all aspects of testing being performed to Minneapolis VA Health Care System staff. Upon request, the laboratory must also produce laboratory logs of testing results including documentation of positive and negative controls. 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. Sample reports need to be provided in a format that can be copied into the VHA Legionella sampling results reporting form. 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.

· Procedures for Sampling for Safe Drinking Water Compliance for Dental Waterlines:

a. General Requirements and Procedures for Sampling of Dental Waterlines:

Approximatley 700 annual dental samples. Sampling equipment and lab analysis will be provided to Dental Clinics 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 that are appropriate for the analysis, properly preserved, and promptly transported to the facilities included in Attachment F. The Contractor will furnish appropriate shipping containers for the transportation of samples to the laboratory. The bottles will be marked to indicate what facility they are supplied to, a unique identifying number for that facility and for the sample. Comprehensive instructions on how samples will be collected, preserved, and transported to the laboratory for analysis will be provided to each facility covered under the contract. The laboratory will follow strict chain of custody procedures upon the receipt of the samples from the facilities.

The list of Dental Offices, including addresses and Points of Contact, are included in Attachment F. Sampling is required on a quarterly basis for each waterline in each Dental Clinic. The number of sample jars needed is included in Attachment F.

The contractor will collect the dental waterline samples at the Minneapolis VA Medical Center’s Dental Office, 1 Veterans Drive, Minneapolis, Minnesota and at the Northwest Metro Community Based Outpatient VA Clinic, 7545 Veterans Drive, Ramsey, MN. The contractor will coordinate sampling times with the Point of Contract at each of these facilities and shall notify the Point of Contact upon arrival. Each dental waterline will be tested separately. All hand pieces, air-water syringe tips, and any other equipment reprocessed by SPS before collection samples from the waterlines. The air-water syringe itself, if not changed between patients, shall remain on the line while collecting the sample.

Non-routine sampling (outside of the quarterly sampling) may be conducted as needed. Each dental clinic that is included in the contract is allowed non-routine samples numbering up to 10% of the total samples taken from each clinic annually. If sampling over this amount is needed, the contractor will provide a fixed price for the sampling equipment and analysis and for the collection of samples at the Minneapolis VA Medical Center or at the Northwest Metro VA Clinic in Ramsey, MN. The cost of this sampling will be added to the overall price of the contract.

For non-routine sampling, sampling bottles and supplies must be provided to the requesting Dental Clinic within 2 business days of being notified of the need to sample. For non-routine testing at the Minneapolis VA Medical Center or at the Northwest Metro VA Clinic in Ramsey, MN, the contractor must be able to sample within 24 hours of being notified of the need to sample.

The laboratory that processes the water samples will be certified by the Environmental Protection Agency or a State environmental protection agency 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. Upon request, the laboratory must provide a detailed Standard Operating Procedures including all aspects of testing being performed to Minneapolis VA Health Care System staff. Upon request, the laboratory must also produce laboratory logs of testing results including documentation of positive and negative controls.

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. 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.

Contractor’s Employees

Contractor employees shall present a professional appearance at all times and their conduct shall not reflect discredit upon the United States and or the VA/VHA. The Government may, at its sole discretion, direct the contractor to remove any contractor employee from U.S. VA/VHA facilities for misconduct or for security reasons. Removal does not relieve the Contractor of the responsibility to continue providing the services required under any Contract awarded. The Contracting Officer will provide the contractor with a written explanation to support any request to remove an employee. The Contractor shall not employ any person who is an employee of the United States Government if that employment would appear to cause a conflict of interest.

Subcontractors

If laboratory testing, specimen collection, or any other aspect of this contract will be performed by an entity other than the contractor, these entities must be clearly specified in the contract. 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 VISN Industrial Hygienist/GEMS Program Manager will be appointed the Contracting Officer’s Technical Representative (COR) upon award of this contract.

The COR for this contract is:

Carl Berning Engineering Minneapolis VA Medical Center

The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions:

· Assure that the Contractor performs the technical requirements of the contract

· Perform inspections necessary in connection with the contract performance

· Maintain written and oral communications with the Contractor concerning technical aspects of the contract

· Issues written interpretations of technical requirements, including government drawings, designs, specifications

· Monitors Contractor’s performance and notifies both the Contracting Officer and Contractor of any deficiencies.

· Coordinates availability of government furnished property and coordinates site entry of Contractor personnel

A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates, or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

Contractor and VAMC staff will meet at the request of the COR to evaluate overall effectiveness of the contract, resolve problems, and improve adherence to policies and procedures if necessary.

At least annually, a review will be conducted to evaluate the contract’s success in meeting all the contract requirements. Non-compliance issues will be forwarded immediately to the COR. The contractor will be monitored through a variety of mechanisms. At a minimum, the following will be reviewed:

· Program requirements

· Deliverables meet the established time frames/deadlines

· Accuracy of analysis reports provided Assessments from Points of Contacts on the effectiveness of communication

4. Project Deducts: None.

5. Expected Asbestos or Lead:

6. Working hours:

a. Anticipated hours of work will be Monday through Friday from 7:am – 5:00 pm. Additional hours must be coordinated through the COR. Work will not be performed on weekends or federal holidays.

Observed Federal Holidays:

7. Submittals:

a. Daily logs

b. Test Results

8. References:

The references listed below are available at http://www.cfm.va.gov/til/spec.asp; or from the project engineer, as applicable:

· VHA Directive 1061, “PREVENTION OF HEALTHCARE-ASSOCIATED LEGIONELLA DISEASE AND SCALD INJURY FROM POTABLE WATER DISTRIBUTION SYSTEMS”

· “Infection Control Standards for VA Dental Clinics,” 21 October 2013, and EPA Safe Drinking Water Act regulations in Dental Offices within the Minneapolis VA Health Care System.

9. Safety:

a. Contractor must maintain a safe working environment for themselves, patients, visitors and other employees at the MVAHCS.

10. Security:

a. 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 COR will assist Contractor personnel in obtaining requisite identification badges to enter the facilities and collect samples. All Contractor employees and subcontractors under this contract or order are required to complete the VA's on-line “Privacy and HIPAA Focused Training” - TMS Code “10203” or equivalent training as determined by the health care system. Contractors must provide signed certifications of completion of training to the COR during each year of the contract. This requirement is in addition to any other training that may be required of the contractor and subcontractor(s). Contractor staff is required to conform to VHA’s security and privacy requirements as described below:

b. The Contractor will be responsible for ensuring compliance by its employees with the security regulations of VA, VHA and other Government installations or Contractor facilities where work is performed under this Contract. This includes the safekeeping and display of a Government-provided photo ID badge for employees of the Contractor and any subcontractors while these employees are on VHA property.

c. The Contractor will ensure the security of all VHA property, building ID badges, key cards, and standard keys issued to Contractor staff. For employees leaving the project permanently or for an extended period of time, the Contractor will return all badges, property, key cards, parking placards, and keys, etc. the same day the employees leave the project. Background Investigations will be required for the performance of this contract.

11. Parking/Storage:

a. Parking is available in parking lots 11, 43A and 43B for vehicles (automobiles and Pickup trucks). Larger vehicles, equipment, job site trailers or storage containers must utilize parking lot 43A only. Contractor’s contact information (name and phone number) is required to be displayed on all vehicles, equipment, trailers or containers that are stored overnight at the MVAHCS. Dropping off tools and materials at the loading dock is permitted but no parking is allowed in the loading dock area. Unattended vehicles in unauthorized parking areas will be ticketed by MVAHCS Police.

12. MVHACS POC’s:

a. Plumbing Shop Supervisor – 612-467-2631

b. Maintenance Shop Supervisor (Ron VanHeuvlen) - 612-467-6537

c. Contract Officer Representative (COR) Carl Berning - 618-629-7888.

END

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) 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:

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 Calendar Days of Contract Expiration.

52.217-8 ADDENDUM:

For the purposes of the award of this Contract, the Government intends to evaluate the option to extend services, provided 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 for no 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 at the same rates as those in effect under the contract. 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.

C.2 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 15 calendar days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendar 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.3 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.

[X] 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, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[X] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[X] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[] 852.233–70, Protest Content/Alternative Dispute Resolution.

[] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.4 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…