S02 36C24524Q0648 Sol.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. UEI: EFT:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C24524Q0648 06-26-2024

Jennifer Elkins 304-429-6755 07-09-2024

15:00 EDT

Department of Veterans Affairs Network Contracting Office 5 (NCO 5) 90C

NCO 5

1540 Spring Valley Dr.

Huntington WV 25704

X 100

X

221310

$41 Million

N/A

X

Hershel Woody Williams VA Medical Center

624 9th Street Huntington WV 25701

Department of Veterans Affairs Network Contracting Office 5 (NCO 5)

1540 Spring Valley Drive

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135

See CONTINUATION Page

Contractor will provide water sampling service in accordance with the SOW for DC VA Medical Center.

Questions are due 7/5/2024 3pm est.

Offers are due on 7/12/2024 3pm est.

CS: Jennifer Elkins | jennifer.elkins2@va.gov

CO: Mark Smith | mark.smith25@va.gov

See CONTINUATION Page x x x 1

Mark Smith VA-VHA-RPOE-2024-0087

CONTRACTING OFFICER

36C24524Q0648

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2023)

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.3 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED

SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023)

(DEVIATION)

C.4 VAAR 852.219-75 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—

CERTIFICATE OF COMPLIANCE FOR SERVICES AND CONSTRUCTION (JAN 2023)

(DEVIATION)

C.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.6 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

C.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (FEB 2024)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (SEP 2023)

E.2 FAR 52.212-2 Evaluation – Commercial Items

E.3 SUPPLEMENTAL INSTRUCTIONS TO OFFERORS

E.4 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

E.5 52.204-29 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT

ORDERS—REPRESENTATION AND DISCLOSURES (DEC 2023)

E.6 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.7 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (FEB 2024)

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 36C245 Department of Veterans Affairs Network Contracting Office 5 (NCO 5) 90C

NCO 5

1540 Spring Valley Dr.

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] 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.

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

AMENDMENT NO DATE

B.2 STATEMENT OF WORK

1.0 INTRODUCTION

Washington DC VA Medical Center intends to procure water quality investigative services for the healthcare Sterile Processing Service (SPS) critical water treatment systems under an Indefinite Delivery Indefinite Quantity (IDIQ) contract. The contract period of performance will be twelve (12) months.

The objective of this contract is to provide water quality investigative and consultative services for the SPS critical water treatment systems at Washington DC VA Medical Center (VAMC), 50 Irving St NW, Washington, DC 20422. The Washington DC VAMC is experiencing repeat events of elevated Heterotrophic Plate Counts (HPCs) in the SPS Critical Water System and has been unable to maintain the critical water treatment systems’ water quality within the standards set by

AAMI ST108.

Task Orders: The Contracting Officer shall issue a Request for Proposal (RFP) for each requirement identified by the medical center within the scope of this contract. The contractor shall furnish a detailed proposal to the Government, the proposal will consist of unit prices established under this contract and based on services as outlined in Sections 4 of the scope of work (SOW). Upon issuance of a task order, the contractor shall promptly commence work specified therein and shall complete the work within the period of performance and price agreed upon.

The Contractor shall perform no work under this contract unless a written task order has been executed by the Contracting Officer. To the extent of any inconsistency between this contract and any task order, the provisions of this contract shall control.

2.0 SCOPE

The Contractor shall provide critical water assessment, sampling and testing of water in the system from entry point to the point of use to assess underlying cause of elevated HPCs, Remediation and Maintenance Plan, consultative services, and additional follow-up testing, as needed. Testing shall, at a minimum, assess the critical water system for water quality parameters outlined in AAMI ST108, potential for and activity level of biofilm, chemical corrosion, and microbiologically influenced corrosion (MIC). Testing results shall provide details regarding location, severity, and source/cause of the determined underlying issue(s). The Remediation and Maintenance Plan shall outline recommended necessary steps to remediate the water quality issues for the critical water treatment system supplying the sterile processing department and SPS equipment and maintain the water quality such that the critical water system and SPS equipment can maintain first-class operating condition within the standards set by AAMI ST108.

Contractor personnel will check in and out with the Sterile Processing Supervisor and designated Biomedical Engineering personnel. Services shall be funded through task orders according to a mutually agreed upon price list. Hours of operation for the Washington DC SPS department are from 6:00 a.m. to 11:00 p.m., Monday through Friday excluding holidays.

Services may be required outside of normal working hours or on weekends to avoid interruptions to SPS operations.

Normal Working Hours

DC VAMC’s normal working hours are Monday-Friday, 8:00 am to 4:30 pm, excluding observed Federal holidays:

New Year’s Day Labor Day Martin Luther King’s Birthday Columbus Day President’s Day Veteran’s Day Memorial Day Thanksgiving Day Juneteenth Christmas Day Independence Day Any other national holiday as declared by the President of the United States

3.0 EQUIPMENT AND SYSTEM

a. DC VAMC SPS Plumbing Drawings, Details, Schedules, and Riser Diagram are provided per Appendix A: “DC VAMC SPS Plumbing Details” of the SOW.

b. Previous assessment of RO Loop Piping provided in Appendix B: “DC VAMC SPS RO Piping Loop Verification” of the SOW

c. Summary of previous remediation efforts provided in Appendix C: “DC VAMC SPS Summary of Remediation Efforts” of the SOW.

d. Summary of sampling results for critical water system provided in Appendix D: “DC VAMC SPS Summary of Critical Water Testing” of the SOW.

4.0 SERVICES

a. Initial Assessment

i. Sampling locations for initial assessment shall include, at a minimum:

1) Building point of entry

2) SPS Point of Entry

3) RO influent, post-filtration

4) RO product

5) Post DI Tanks

6) Post Storage Tank

7) Pre-UV treatment

8) Post-UV/UF treatment

9) Post Endotoxin Filter

10) Sinks (qty 4)

11) Washers (qty 3)

12) Ultrasonic cleaner (qty 1)

13) Loop Return

O'brien, Marcin A.

1 carbon prefilter 1 gradient sediment filter

ii. Initial testing to include, at a minimum, assessment of:

1) Biofilm Indication

2) Biofilm Activity

3) Protein Assay

4) Nutrients and Chemical Components

5) Metals (Ionic Contaminants)

6) Water Corrosivity (both chemical and microbiological)

iii. Comparative analysis to the entry point sample and/or processed water sample shall be applied to all samples.

iv. Results to be analyzed and compared to determine, at a minimum:

1) Whether nutrients are present in the water that would promote biofilm growth in the critical water plumbing system or are added by the presence of biofilm.

2) Where nutrient conditions change to indicate a source of biofilm.

3) Whether materials used in the water system promote biofilm activity.

4) Cause for biofilm.

5) Locations at which biofilm is most problematic.

6) Where biofilm starts.

7) Best method to control/remediate biofilm.

v. Initial assessment to include associated data analysis, report preparation, and follow up meeting to explain results.

b. Sampling

a. Shall be performed by a "fully qualified" service representative or service technician.

b. All work in relation to the critical water system shall comply with AAMI ST108 standards and conform to Original Equipment Manufacturer (OEM) specifications.

c. In the case that DC VAMC personnel are to conduct sampling per Contractor protocol, Contractor shall:

1) Provide all necessary sampling kits and supplies.

2) Observe all sampling actions and validate adequate sampling techniques used in the collection of samples.

d. First draw and flowing sample types and sample locations to be identified by Contractor as best recommended for system assessment.

e. Contractor shall provide a water sampling procedure to the Site POC upon award of this contact. If sampling to be conducted by DC VAMC staff, the SOP should clearly detail the step-by-step requirements and considerations for each sample type and location.

c. Testing

a. Shall be performed by a "fully qualified" service representative or service technician per industry standards.

b. Laboratories that process microbial water samples must be accredited by a recognized regional, national, or international accrediting body.

i. Examples of such accrediting bodies include the National Environmental Laboratory Accreditation Program (NELAP); the American Association for Laboratory Accreditation (A2LA); the Environmental Microbiology Laboratory Accreditation Program (EMLAP); and the American National Standards Institute (ANSI)-American Society for Quality (ASQ) National Accreditation Board (ACLASS).

c. Contractor must submit laboratory certification documentation to the Site POC upon contract award and/or any time the Contractor chooses to use another laboratory for microbial sample processing.

d. Consultative Services

a. Shall be billed on a time and materials basis within the rate(s) identified in the mutually agreed upon price list.

b. Includes, but is not limited to:

i. Development and presentation of water quality mitigation and/or management plan based on analysis of test results.

ii. Assistance with development of procedures to control any identified biofilm and/or corrosion in the water system.

iii. Meeting attendance/teleconferences.

iv. Additional data analysis.

v. Preparation of related documents, procedures, and deliverables.

e. Summary of Services:

Service to be Performed

Description:

Initial Assessment Sampling and testing of water throughout the critical water system from entry point to the point of use to assess the underlying cause of poor water quality and elevated microbiological levels.

Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and explanation of results.

Additional Testing – Biofilm Indication Test

Additional biofilm indication testing and associated sampling of water at a designated sample location (either previously sampled or as an addition).

Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and summary of results.

Additional Testing – Biofilm Activity Test

Additional biofilm activity testing and associated sampling of water at a designated sample location (either previously sampled or as an addition).

Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and summary of results.

Additional Testing – Protein Assay Test

Additional protein assay testing and associated sampling of water at a designated sample location (either previously sampled or as an addition).

Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and summary of results.

Additional Testing – Other

Other additional testing as recommended by Contractor and associated sampling of water at a designated sample location (either previously sampled or as an addition).

Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and summary of results.

Consultative Services Consultative and administrative services completed by Contractor.

Includes, but is not limited to,

1) Development and presentation of water quality mitigation and/or management plan based on analysis of test results.

2) Assistance with development of procedures to control any identified biofilm, unacceptable water quality, and/or corrosion in the water system.

3) Meeting attendance/teleconferences.

4) Additional data analysis.

5) Preparation of related documents, procedures, and deliverables.

Note: Contractor shall submit deliverables per Section Reports and Documentation of the

SOW.

f. Other

a. If a part, material, component, or service is not included on the price list, the Contractor shall provide relevant pricing to the site POC for submission to receive a separate PO prior to commencing/resuming work. Any services done without an associated Purchase Order/Task Order shall be at the Contractor’s own cost.

5.0 SPECIAL WORK REQUIREMENTS

a. The Contractor shall provide the Site POC(s) with a contact list, to include alternates in the event of unavailability of POCs.

b. Upon receipt of a task order the Contractor shall submit a schedule of work to the Site POC within 10 business days. The plan shall contain a schedule detailing proposed sampling, testing, and return of results are expected to be completed. Should the contractor elect to

Molano, Diana S.

change out COR to Site POC� change the work schedule during the course of the contract, a revised work plan shall be submitted to the Site POC for written approval prior to any schedule changes.

c. Contractor shall perform all services to industry standards and AAMI ST108.

d. Contractor shall obtain and make available to its field service personnel all operational and technical documentation such as operation and service manuals, schematics, and parts lists necessary to meet the performance requirements of this contract. No work will be allowed on equipment for which the contractor’s service representative does not have technical documentation.

6.0 COMPETENCY OF PERSONNEL

a. Each respondent must have an established business, with sufficient qualified staff to support work. The Firm shall have at least three years’ experience across multiple facilities within 500 miles of service location in assessing water quality of equivalent systems – examples of equivalent systems, hospital sterile processing systems, Reverse Osmosis (RO) system, critical water in a healthcare environment. The contractor shall provide proof of past performance and references to demonstrate customer satisfaction and technical competency completing the work identified in this SOW and restoring water systems’ quality to industry standards.

b. Field service engineer(s)/technician shall be authorized by the Contractor to perform the maintenance services. All work shall be performed by "fully qualified" competent field service engineer(s)/technician. The Contractor shall provide written assurance of the competency of their personnel and a list of credentials of approved field service engineer(s)/technician. The Contracting Officer may authenticate the training requirements, and request training certificates or credentials from the Contractor at any time for any personnel who are conducting any services on the equipment. The Site POC specifically reserves the right to reject any of the Contractor's personnel and refuse them permission to provide services on the system.

c. Contractor shall demonstrate that it follows standard operating procedures (SOP) for test sampling. SOP for sample collection shall be submitted by Contractor prior to award; this SOP must explicitly state steps to be taken and be in line with industry best practices for water sampling at each of the designated sample locations.

7.0 REPORTS AND DOCUMENTATION

The Contractor shall provide all reports to vhawasbiomedservice@va.gov.

a. Service Reports

i. Shall include all costs associated with accomplishing work to include parts, supplies, labor/consultative hours, and labor/consultative rates.

ii. Shall be submitted to vhawasbiomedservice@va.gov for review within 5 business days of completion of work to be invoiced and is required to be validated prior to invoice submittal.

b. Test Results

i. Shall be submitted to vhawasbiomedservice@va.gov.

mailto:vhawasbiomedservice@va.gov mailto:vhawasbiomedservice@va.gov mailto:vhawasbiomedservice@va.gov Molano, Diana S.

their SOP or SPS SOP?�

Flores, Marisa C.

According to AAMI ST108 and VHA water quality tracking sheet

ii. Shall clearly detail associated sample information.

iii. Shall include the associated laboratory information.

iv. Shall include date and time (as practicable) of sample and testing.

c. Noncontract Charges: The contractor shall not perform any service that will result in additional charges without prior approval from the Contracting Officer.

d. Payment

i. Shall be made in arrears, upon receipt of a properly prepared invoice.

ii. Invoice shall include:

1) Period of performance for which payment is due

2) Information in alignment with validated service report

3) Itemized list of all services rendered, labor/consultative costs, and the associated equipment/sample location, as appropriate

4) Identification of quantity and type of sample tests completed

5) Contract number and/or assigned purchase order or task order number

6) Correct payment address

iii. All invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVI

CES

QUANTI

TY

UNI

T UNIT PRICE AMOUNT

1.00 JB _______________

Initial Assessment (Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and explanation of results.)

Contract Period: Base POP Begin: 08-01-2024 POP End: 07-31-2025 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems PRODUCT/SERVICE CODE: H146 - Quality Control - Water Purification and Sewage Treatment Equipment

15.00 JB _______________

Additional Testing - Biofilm Indication Test (Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and summary of results.)

Contract Period: Base POP Begin: 08-01-2024 POP End: 07-31-2025 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Additional Testing - Biofilm Activity Test (Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and summary of results.)

Contract Period: Base POP Begin: 08-01-2024 POP End: 07-31-2025 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Additional Testing - Protein Assay Test (Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and summary of results.)

Contract Period: Base POP Begin: 08-01-2024 POP End: 07-31-2025 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

Additional Testing - Other (Includes determination of sample types and locations, sample coordination, sample kits and supplies, travel (as applicable), freight, laboratory fees, data analysis, report preparation, and summary of results.)

Contract Period: Base POP Begin: 08-01-2024 POP End: 07-31-2025 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

60.00 HR _______________

Consultative Services (Hours) Contract Period: Base POP Begin: 08-01-2024 POP End: 07-31-2025 PRINCIPAL NAICS CODE: 221310 - Water Supply and Irrigation Systems

GRAND TOTAL _______________

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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

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

and

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

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

(End of Clause)

C.3 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED

SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023)

(DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

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

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

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

(iv) The business has been certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and https://www.acquisition.gov/far/part-52 https://www.acquisition.gov/far/part-52 https://www.acquisition.gov/far/part-52 https://www.acquisition.gov/far/part-52 https://veterans.certify.sba.gov/

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term ‘‘Service-disabled Veteran’’ means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified SDVOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified SDVOSB as defined in this clause, 13 CFR 121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multipleaward contracts, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size, and government contracting programs at 13 CFR part 121 and part 125, including the non-manufacturer rule and limitations on subcontracting (LOS) requirements in 13 CFR 121.406(b) and 13 CFR 125.6. For the purpose of limitations on subcontracting, only certified SDVOSBs listed in the SBA certification database (including independent contractors) shall be considered eligible and/or ‘‘similarly situated’’ (i.e., a firm that has the same small business program status as the prime contractor). An otherwise eligible firm further agrees to comply with the required LOS certification requirements in this solicitation (see 852.219–75 or 852.219–76 as applicable). These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance to firms that are not certified SDVOSBs listed in the SBA certification database (excluding direct costs to the extent they are not the principal purpose of the acquisition and the SDVOSB/ VOSB does not provide the service, such as airline travel, cloud computing services, or mass media purchases). When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(2) Supplies/products.

(i) In the case of a contract for supplies or products (other than from a non-manufacturer of such supplies), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database. When a contract includes both supply and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(ii) In the case of a contract for supplies from a non-manufacturer, the SDVOSB prime contractor will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) has been granted. Refer to 13 CFR 125.6(a)(2)(ii) for guidance pertaining to multiple item procurements.

(3) General construction. In the case of a contract for general construction, the SDVOSB prime contractor will not pay more than 85% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database.

(4) Special trade construction contractors. In the case of a contract for special trade contractors, no more than 75% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, may be paid to firms that are not certified SDVOSBs listed in the SBA certification database.

(5) Subcontracting. An SDVOSB subcontractor must meet the NAICS size standard assigned by the prime contractor and be certified and listed in the SBA certification database to count as similarly situated. Any work that a first tier SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, the cost of materials is excluded and not considered to be subcontracted. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the portion of the contract with the preponderance of the expenditure upon which the assigned NAICS is based. For information and more specific requirements, refer to 13

CFR 125.6.

(e) Required limitations on subcontracting compliance measurement period. An SDVOSB shall comply with the limitations on subcontracting as follows:

[] By the end of the base term of the contract or order, and then by the end of each subsequent option period; or

[] By the end of the performance period for each order issued under the contract.

(f) Joint ventures. A joint venture may be considered eligible as an SDVOSB if the joint venture complies with the requirements in 13 CFR 128.402 and the managing joint venture partner makes the representations under paragraph (c) of this clause. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(g) Precedence. The VA Veterans First Contracting Program, as defined in VAAR 802.101, subpart 819.70, and this clause, takes precedence over any inconsistencies between the requirements of the SBA Veteran Small Business Certification Program and the VA Veterans First Contracting Program.

(h) Misrepresentation. Pursuant to 38 U.S.C. 8127(g), any business concern, including all its principals, that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB status is subject to debarment from contracting with the Department for a period of not less than five years…