36C26321Q0587_1.docx

36C26321Q0587

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 ATTA

CHED

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. SIGNAT

URE 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

36C26321Q0587 06-28-2021 Marc Newbern

(651) 293-3033 07-12-2021 9:00 am

CDT

36C263 Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101 X X 811219 N/A X Department of Veterans Affairs Minneapolis VA Medical Center One Veterans Drive, Building 70 Minneapolis MN 55417 Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101

Y Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page This solicitation is for the maintenance and certfication of hoods in the Pharmacy and Rooms located at the Black Hills Department of Veterans Affairs Facility.

This will be a BPA with a base plus four option periods beginning on or about 7/26/2021 - 07/25/2026 All questions must be submitted in writing by 8:00 a.m. CST to marc.newbern@va.gov on July 6, 2021.

See CONTINUATION Page X X One

PAMELA PHILLIPS

Contracting Officer )X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

STATEMENT OF WORK

The VA Black Hills is requesting the testing, certification, repair, and maintenance of the below listed Pharmacy Hoods and Laboratory hoods. The testing and certification must be performed by a Controlled Environment Testing Association (CETA) certified individual and in accordance with applicable references and codes including, but not limited to CETA, United States Pharmacopeia (USP) 795, USP 797, USP 800, VA design guides, VA standards, and ASHRAE.

A. DESCRIPTION OF WORK

1. The work includes required semi-annual or annual testing and certifications of hoods and rooms at Fort Meade and Hot Springs sites in the VA Black Hills Healthcare Systems (BHHCS). Additional work elements are for additional certification, repairs, and maintenance.

2. Equipment and Room Listings at Fort Meade, SD:

a. BLDG 113, Room B31, Pharmacy Non-Sterile Hazardous Drug (HD) Compounding/HD Storage, 7.23 m2

b. BLDG 113, Room B36, Pharmacy Positive Buffer, Sterile Non-Hazardous, 8.04 m2

c. BLDG 113, Room B37, Pharmacy Ante- Room, 7.41 m2

d. BLDG 113, Room B38, Pharmacy Negative Buffer, Sterile Hazardous, 13.45 m2

e. BLDG 113, Room B39, Pharmacy Receiving/HD Storage, 13.31 m2

f. BLDG 113, Room 191F, Pharmacy Hazardous Drug Storage Room, 5.69 m2

g. BLDG 113, Room B40, Hazardous Waste Storage Room, 9.75 m2

h. Pharmacy LabGard 4 foot Bench Top Containment Ventilated Enclosure (NU-813-400) in room B31

i. Pharmacy AireGard ES 5 foot Horizontal Laminar Airflow Workstation (NU-240-530), SN: 202358112020, in room B36

j. Pharmacy LabGard ES AIR 4 foot Class II, Type A2 Biosafety Cabinet (NU-543-400), SN: 194505101519, in room B38

k. Pharmacy NuAire,CACI, NU-NR 800-400, SN:185656042518, in room B38

l. VA Lab, NuAire BSC: SN: 14898030102, in VAMC Lab, BLDG 113, Room 138

3. Equipment and Room Listings at Hot Springs, SD:

a. BLDG 12, Room D012, Pharmacy Receiving, 17.84 m2

b. BLDG 12, Room D016B, Pharmacy Sterile Non-Haz Buffer, 6.93 m2

c. BLDG 12, Room D016C, Pharmacy Ante-Room, 7.05 m2

d. BLDG 12, Room D016D, Pharmacy Hazardous Drug Containment Segregated Compounding Area (C-SCA), 5.77 m2

e. BLDG 12, Room D016E, Pharmacy Non-Sterile Hazardous Drug Compounding/HD Storage, 11.89 m2

f. BLDG 12, Room D005, Hazardous Waste Storage Room, 10.41 m2

g. BLDG 12, Room D213A, Alternate Pharmacy Isolation Room, 7.6 m2

h. Pharmacy AireGard ES 4 foot Horizontal Laminar Airflow Workstation (NU-240-430), SN: 202459112420, in D016B

i. Pharmacy LabGard ES AIR 4 foot Class II, Type A2 Biosafety Cabinet (NU-543-400), SN: 19444810119, in Bldg. 12 in D016D

j. Pharmacy LabGard 4 foot Bench Top Containment Ventilated Enclosure (NU-813-400), SN: 194381100819,in Bldg. 12 in D016E

k. VA Lab, LabGard ES 4 foot, Class II Type A2, Biological Safety Cabinet, SN: 198175042320, in Bldg. 12 Room 405

l. Pharmacy Compounding Aseptic Isolator, NuAire, SN: 99302060905, in Bldg. 12, D213A

This contract covers the following at the BHHCS. See attached CLIN breakdown.

4. Annual and Semi-Annual Services

a. Semi-annual testing and certification shall be conducted approximately every 5 months for Pharmacy IV hoods and Pharmacy rooms at FM and HS (FY21: July). Certification results must be received with-in 6 months of previous certification date. Completion of all hoods and rooms must be completed in one trip. Two trips are guaranteed for each year.

b. Annual testing and certification for laboratory BSCs at FM and HS (FY21: July). Certification results must be received with-in 12 months of previous certification date. Must be during one of the trips to FM and HS for certification of Pharmacy Hoods and Rooms.

5. Additional Services for VA BHHCS

a. Round trip travel for services. If traveling to both Fort Meade and Hot Springs in a single trip will only pay round trip services for the further of the two sites.

b. Recertification of the Hoods at FM or HS for either a hood failure, room or hood change causes a need for recertification, or an additional certification required in a year timeframe to meet the requirements for receiving results.

c. Recertification of the rooms at FM or HS for either a room failure, room change causes a need for recertification, or an additional certification required in a year timeframe to meet the required timeframes for meeting the requirements for receiving results.

d. Service call for hoods or rooms in FM or HS to identify and/or resolve issues in the hoods or rooms and provide report of issues found and work completed. Service calls should be conducted with-in 2 weeks and must be conducted with-in 4 weeks upon notification that a service call is required by the COR.

e. Rate Recovery Test to determine impacts to temperature, humidity, pressure differentials, ACPH, and ISO classification when HVAC and Exhaust is shut off. Rate Recovery Test limited to Rooms B36, B37, and B38 at Fort Meade and rooms D016B, D016C, and D016D at Hot Springs.

B. Work Performance and Qualifications

1. Certifications must be conducted in accordance with the latest published edition of the applicable standards including the USP, CETA, ASHRAE, NSF, NIH, EPA, Joint Commission, UL, OSHA, CDRH, and VA standards. Certifications include but are not limited to the following tests.

a. HEPA filter leak test

b. Cabinet leak test

c. Inflow velocity test to include exhaust airflow volume rate

d. Airflow Smoke pattern test

e. Lighting intensity test

f. Vibration test

g. Noise level test

h. Ultraviolet (UV) lamp test

i. Viable air sampling

j. Surface sampling

2. Contractor to provide CETA standards in whole or in part in electronic PDF format upon request at no additional cost.

3. Maintenance and minor repairs must be included (in accordance with manufacture instructions) with Hood Certifications, Recertifications, and Service Calls at no additional cost. Maintenance on hoods are to be conducted in accordance with manufacture recommendations and includes but is not limited to Decontamination, Fluorescent/LED lamp replacement, HEPA filter replacement, Motor/Blower replacement, window replacement, and calibrations. Minor repairs are repairs that can be completed on site, in less than 6 hours and with common tools and common parts.

4. Reports are included in the certification price. Reports must include recommendations for mitigation and correction if failure occurs to remedy the issues and reduce the chances of failure during the next certification. Communication (emails, phone calls, texts) between the COR or authorized VA representative to aid in developing recommendations and mitigation strategies will be provided at no additional cost.

5. If certification fails parameters that causes the shut down or reduces the functionality/BUD of pharmacy or lab in one or more hoods, recertification must be coordinated with VA with-in 2 business days upon determination that a failure occurred. Recertification should be conducted with-in 2 weeks and must be conducted with-in 4 weeks upon discovery that a failure occurred.

6. Contractor Qualifications

a. CETA Certified individuals must conduct inspections and sign reports. Contractor must provide credentials upon submission of bids.

b. The contractor must meet Joint Commission requirements for proving competency of the service technician. All technicians who perform work under this contract will have a current NSF accreditation. Contractor will provide a copy of NSF accreditation. Contractor will provide a copy of NSF accreditation for each individual who will be performing work at the Black Hills VA Medical Center and company qualifications with their proposal.

c. All service personnel will become familiar with and will be compliant with VA Medical Center policies and procedures pertaining to safety, fire, severe weather, and emergency procedures.

7. Contractor will provide all parts, tools, test equipment, software, labor, travel, and equipment necessary to provide the services performed under this contract. Equipment used in performance of the contract by contractor employees will function in conformance with the latest published edition of the applicable standards including the USP, CETA, ASHRAE, NSF, NIH, EPA, Joint Commission, UL, OSHA, NIOSH, CDRH, and VA standards.

8. Contractor must ensure that the Black Hills Healthcare System equipment functions in conformance with the most up to date published edition of the applicable standards including the USP, CETA, ASHRAE, NSF, NIH, EPA, Joint Commission, UL, OSHA, CDRH, Manufacture Instructions, and VA standards.

C. INSPECTIONS:

1. The contractor shall notify the COR or his/her designee at least one week in advance of the date of the planned testing and certification. All work shall be during normal hours of the VA. The contractor will be responsible for contacting the COR for the semi-annual scheduling of service.

2. The work shall be thorough and shall conform to manufacturer and industry standards for the medical equipment. Sufficient time shall be allowed to permit a thorough inspection and test of each device comprising the overall system. Contractor will notify COR and designated VA representatives within two hours if a unit fails in order to facilitate repair and certification of failed unit while contractor is on site. If repair cannot be done right away contractor will come back to site as required to perform the certification.

3. Upon completion of each inspection, a signed certificate for each unit inspected will be left with the COR. Test reports shall be certified as to its content and accuracy. The report shall include an itemized list of all procedures performed and the results of each procedure.

4. Certification sticker will be placed on the biological safety cabinets, hoods, HEPA Filters, Supply and Exhaust Diffusers after certification completed.

5. Service personnel will report to the COR upon arriving at the VA Medical Center facility on each service call to sign in and obtain, or verify, a Contractor ID badge. Certification will be completed Monday through Friday, except Federal Holidays, between the hours of 7:30 AM and 4:30 PM. Work outside of those timeframes must be requested and approved by the COR or designated representative. Times for certification must be coordinated with the COR. The COR will assist awarded contractor with location of rooms and hoods to be certified.

D. CONTRACT MONITORING AND OVERSIGHT MANAGEMENT:

Quality assurance and administrative oversight of the overall contract agreement and basic processes of contract operations are the primary responsibilities of the COR.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Pharmacy and Lab hood and room certification FM & HS Semi Annual per scope of work.

Annual Certification of lab BSC hoods at FM & HS per scope of work Contract Period: Base POP Begin: 07-26-2021 POP End: 07-25-2022

Additional round trip to Fort Meade and/or Hot Springs

Recertification of a hood (PEC)

Recertification of a Room (SEC)

Service Call for Hood

Rate Recovery Test

Pharmacy and Lab hood and room certification FM & HS Semi Annual per scope of work.

Contract Period: Option 1 POP Begin: 07-26-2022 POP End: 07-25-2023

Annual Certification of lab BSC hoods at FM & HS per scope of work

Additional round trip to Fort Meade and/or Hot Springs

Recertification of a hood (PEC)

Recertification of a Room (SEC)

Service Call for Hood

Rate Recovery Test

Pharmacy and Lab hood and room certification FM & HS Semi Annual per scope of work.

Contract Period: Option 2 POP Begin: 07-26-2023 POP End: 07-25-2024

Annual Certification of lab BSC hoods at FM & HS per scope of work

Additional round trip to Fort Meade and/or Hot Springs

Recertification of a hood (PEC)

Recertification of a Room (SEC)

Service Call for Hood

Rate Recovery Test

Pharmacy and Lab hood and room certification FM & HS Semi Annual per scope of work.

Contract Period: Option 3 POP Begin: 07-26-2024 POP End: 07-25-2025

Annual Certification of lab BSC hoods at FM & HS per scope of work

Additional round trip to Fort Meade and/or Hot Springs

Recertification of a hood (PEC)

Recertification of a Room (SEC)

Service Call for Hood

Rate Recovery Test

Pharmacy and Lab hood and room certification FM & HS Semi Annual per scope of work.

Contract Period: Option 4 POP Begin: 07-26-2025 POP End: 07-25-2026

Annual Certification of lab BSC hoods at FM & HS per scope of work

Additional round trip to Fort Meade and/or Hot Springs

Recertification of a hood (PEC)

Recertification of a Room (SEC)

Service Call for Hood

Rate Recovery Test

B.2 DELIVERY SCHEDULE

B.3 TERMS AND CONDITIONS

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH the Department of Veterans Affairs:

B.4 ADMINISTRATIVE DATA

A Blanket Purchase Agreement (BPA) is hereby established between and the Department of Veterans Affairs under the following terms and conditions incorporated in this BPA:

Primary Point of Contact:

Alternate Point of Contact:

DUNS NUMBER:

Cognizant Office (Include complete address):

Department of Veterans Affairs

NETWORK 23 CONTRACTING OFFICE

316 Robert Street N. STE. 506 St. Paul MN 55101

B.5 PRICING

Contract Services as listed below, with associated pricing, can be ordered under this BPA. The Contractor shall be allowed to vary within the categories for successful and efficient task completion not to exceed funded values of each order awarded under this agreement. As proposed, the Contractor will apply applicable extended/tier pricing to all categories used in the performance of orders issued under this Agreement. All Calls/Orders placed against this BPA are subject to the terms and conditions of the referenced BPA, the Contractor's proposal, and this Agreement, except where noted below. Contractor's proposal dated _____________ is hereby referenced.

B.6 OPTION TO EXTEND THE TERM OF THE BPA

a. The Government may extend the term of this BPA by written notice to the Contractor at any time prior to the expiration of the BPA, provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 30 days before the BPA expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended BPA shall be considered to include this option provision.

B.7 GENERAL SERVICES ORDERS

a. The BPA holder shall furnish all the necessary qualified personnel, materials, facilities and management resources to furnish the services set forth in the Statement of Objectives (SOO) or the Performance Work Statement (PWS) within the terms specified and at the price(s) stated.

b. It is understood and agreed that the BPA holder shall provide Fixed-Price proposals when requested by the Contracting Officer (CO). The contractor's proposal shall be priced using labor rates and labor categories here in provided. The CO will issue Fixed Priced Orders upon completion of negotiations of contractor proposals.

B.8 NONPERSONAL SERVICES

a. In performance of this contract, the BPA holder will provide services as required by program offices to support management of their overall mission. This will be based upon the order's performance work statement for the specific effort. Orders will be formally issued to the BPA holder as opposed to individual BPA holder employees.

b. The services required under the Agreement constitute professional and management services within the definition provided by FAR 37.201. Under this Agreement the Government will obtain professional services, which are essential to the Department of Veterans Affairs mission but not otherwise available within Department of Veterans Affairs.

c. The Government will neither supervise BPA holder employees nor control the method by which the BPA holder performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual BPA holder employees. It shall be the responsibility of the BPA holder to manage their employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the BPA holder feels that any actions constitute, or are perceived to constitute personal services, it shall be the BPA holder's further responsibility to notify the Contracting Officer immediately.

d. These services shall not be used to perform work of a policy/ decision making or management nature. All decisions relative to programs supported by BPA holders will be the sole responsibility of the Government. Support services will not be ordered to circumvent personnel ceilings, pay limitations, or competitive employment procedures.

B.9 AUTHORIZED LIMITS

The Government estimates, but does not guarantee, that individual BPA Orders placed against this Agreement may reach $75,000.00/per Order. This Order Limit may be increased by mutual agreement of the parties as necessary, in whole or part. The authorized Ceiling Limit of the Agreement is set at $400,000.00 over the period covered by the Agreement; this ceiling is also not a guarantee. The Ceiling Limit may also be raised in association with Order Limit increases or other conditions which, by mutual agreement of the parties, maybe considered necessary. Authorization for individual orders above the stated order and/or Ceiling Limits must be coordinated through the Contracting Officer before larger valued orders can be issued and prior to commencement of work. All unauthorized work, regardless of amount, will be processed through the ratification process.

B.10 OBLIGATION OF FUNDS

This BPA does not obligate any funds. The Government is obligated only to the extent of authorized orders actually issued under the BPA by the Contracting Officer.

B.11 PERIOD OF PERFORMANCE

This BPA expires on 07-15-2026 or such later ending date as determined by the exercise of any option.

B.12 AUTHORIZED INDIVIDUALS

Individuals Authorized to Place Orders:

DVA authorizes the following entities to place orders:

NCO 23 Contracting Officers

B.13 ORDER FORMAT

Orders will be placed against this BPA via e-mail, Electronic Data Interchange (EDI), FAX, or in hardcopy format. Each individual BPA Order will describe the tasks, services and deliverables required.

B.14 AUTHORIZED REPRESENTATIVES

The primary Contracting Officer (CO) for this Agreement is:

PAMELA PHILLIPS

pamela.philips@va.gov The Primary Contracting Officer's Representative (COR) for projects under this Agreement is:

The Secondary Contracting Officer's Representative (COR) for projects under this Agreement is:

The Primary and/or Secondary COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR and the Contractor's Representative shall work together to ensure that all contractual requirements are being met. The COR will interpret specifications or technical portions of the work. The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government. Only a warranted Contracting Officer is authorized to obligate funds on this or any other contract action.

The contractor shall immediately notify the Contracting Officer in writing if the COR has taken an action (or fails to take action) or issues directions (written or oral) that the contractor considers to exceed the above limitations.

The contractor shall provide the Contracting Officer information copies of all correspondence to the COR.

B.15 FEDERAL HOLIDAYS

Unless specifically authorized in writing by the Contracting Officer, no services will be provided and no charges will be incurred and/or billed to any order on this contract on any of the Federal Holidays listed below.

B.16 BPA EMPLOYEE IDENTIFICATION

All support BPA holder personnel will be required to wear company identification badges in order to distinguish themselves from Government (organic) employees. When conversing with Government personnel during business meetings and over the telephone, support BPA holder personnel shall identify themselves as such to avoid situations arising where sensitive topics might be better discussed solely between Government employees. Where practicable, support BPA holders occupying collocated space with their Government program customer should identify their workspace area with their name and company affiliation.

B.17 PROHIBIT ACTIVITIES

The BPA holder shall not perform tasks under any resultant order which involve the following:

(a) preparation of any statement of requirements, objectives, or needs to be procured by the Government for services, whether to be acquired by future orders under the program, or by any other contract action at ;

(b) evaluation of the qualifications of a potential source or any proposal for a contract or order by the Government for services or any other supplies or services;

(c) formulation of "best value" criteria, acquisition plans, solicitations or strategies for the purchase of like services;

(d) preparation of documentation for future orders for services.

B.18 INVOICES

a. Inspection and acceptance shall be accomplished as follows: The Government, for all services furnished under any resulting order, hereby designates the COR in the program office as the point of final inspection and acceptance. The BPA holder will submit each invoice, including all back-up data, to the Contracting Officer (CO) for review and signature. When the CO receives an accurate and complete invoice, he/she will return a signed copy to the BPA holder within five (5) working days. If the invoice is incomplete or inaccurate, the CO will return the unsigned invoice to the BPA holder for correction. The Contracting Officer will then forward the signed invoice to the Chief Financial Officer (CFO) for payment. Final payment for each order will be accomplished by final invoice accompanied by a receiving report.

b. An itemized invoice shall be submitted to the CO at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. Copies of delivery tickets shall support these invoices. "Approved-for-payment" invoices will be submitted to the payment address specified on each individual order issued under this BPA.

B.19 PRECEDENCE

36C26321Q0587 The Terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

Page 1 of Page 1 of

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 60 Days.

(End of Clause)

C.3 52.217-8 OPTION TO EXTEND SERVICES 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.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause) C.5 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

[] 852.214–72, 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.

[] 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]…