S02-36C24724Q0296-Deionized Water Tank Rental.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

521-24-2-072-0039

36C24724Q0296 01-25-2024

Natasha Mixon Natasha.Mixon@va.gov 02-15-2024

10:00AM EST

Department of Veterans Affairs

VISN 7 Network Contracting Office

LaVista Business Park - Bldg A

2008 Weems Road

Tucker GA 30084

X 100

X

562991

$9 Million

N/A

X

See Delivery Address

VISN 7 Network Contracting Office

LaVista Business Park - Bldg A

FMS-VA-2(101)

Electronic Submission to:

http://www.fsc.vs.gov/einvoice.asp

877-489-6135

See CONTINUATION Page

Service: Deionized Water Tank Rental

Contractor should complete the SF14499 with their information and Fill in the Price/Cost Schedule and return with attached quote.

Direct all questions to Natasha.Mixon@va.gov no later than Feb 1, 2024

No responses will be accepted after the response deadline

There will be no exceptions.

See CONTINUATION Page

X X

NATASHA MIXON

CONTRACT OFFICER

36C24724Q0296

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

B.4 DELIVERY SCHEDULE

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 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ...20

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2018)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (DEC 2023)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

ATTACHMENT 1- EVALUATION CRITERIA – DEIONIZED (DI) WATER TANK

SYSTEM RENTAL AND MAINTENANCE

ATTACHMENT 2- QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

SECTION E - SOLICITATION PROVISIONS

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

COMMERCIAL SERVICES (SEP 2023)

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

E.3 52.204-29 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT

ORDERS—REPRESENTATION AND DISCLOSURES (DEC 2023)

E.4 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.5 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

E.6 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

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 36C247

VISN 7 Network Contracting Office

LaVista Business Park - Bldg A

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] Monthly

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

DESCRIPTION / SPECIFICATIONS / STATEMENT OF WORK

1. INTRODUCTION/BACKGROUND

1.1 Specific Clinical Laboratory Reagent Water (Deionized Water) is required to perform laboratory testing, quality control, calibration, laboratory instrument maintenance, and laboratory glassware washing/rinsing.

1.2 DI water for Birmingham Veterans Affairs Medical Center (BVAMC) Pathology & Laboratory Medicine Service (P&LMS) is used at the time of production, and it is not stored.

Therefore, the water is not purchased from an outside source.

1.3 This statement of work defines DI water supplies and services required by BVAMC P&LMS at 700 South 19th Street, Birmingham, AL.

2. SCOPE

2.1 The scope of this effort involves providing, installing, maintaining, and servicing appropriate equipment (tanks, tubing, etc.) in order to ensure a reliable and continuous supply of high-purity DI water for use throughout the laboratory areas.

2.2 This new requirement is expected to begin March 1, 2024, through February 28, 2025 with four (4) one-year option periods.

3. REQUIREMENTS

3.1 The Contractor shall provide any type of equipment he/she chooses, provided the equipment functions optimally, is not unnecessarily bulky or unsightly, meets the critical standards outlined herein for Clinical Laboratory, and consistently delivers high quality water of sufficient quantity to each area of use according to their needs.

3.2 Equipment must fit well within existing Clinical Laboratory space allocated for this purpose. The Contractor’s main equipment (tank(s), UV light system, meter(s), etc.) shall be located in the current “water closet” with extension lines from the system to the designated points of use. Appropriate back-up equipment (tank(s), etc.) to ensure uninterrupted supply of high-purity DI water, as needed, shall be located in Chemistry, Room 3427, in the existing designated space for this element of the contract.

3.3 A site visit/walk-through is available upon request and will be scheduled at the convenience of the Clinical Laboratory Service. Arrangements will be made through the Contracting Officer Representative (COR), or designee, to establish an acceptable time to ensure minimum interruption of patient care. The site visit/walk-through must be requested in sufficient time to be completed/performed at least 5 days before the close of subject solicitation.

3.4 Silica removal and neutral pH is a requirement.

3.5 The water must always be above 10 mega ohms specific resistance per cm at the outlet of the deionization system, and 1 mega ohms resistance at the outlets located at the points of use.

3.6 Contractor shall make provisions to verify resistance at these levels by installing a spigot at the outlet from the tanks and a 1 mega ohm light at each user's outlet. Additionally, the Contractor shall provide/install/maintain an appropriate warning system/alarm (audible) that indicates/alerts P&LMS staff of problems with the system.

3.7 The Contractor shall ensure that the water is as organic-free as possible by using activated carbon. The Contractor shall change this carbon every 90 days.

3.8 Contractor shall provide, install, and maintain an appropriate ultraviolet light system in order to act as a bactericide and to breakdown and oxidize organic contaminants.

3.9 Contractor shall provide, install, and maintain some form of corrosion resistant pan at least 1" deep between the unit and existing floor to prevent damage to floor or stairs, etc.

3.10 Water spillage and leaks from units will not be acceptable.

3.11 All deionized water stations (points of use) must have at least five (5) gallons flow per minute.

3.12 Contractor shall provide/install all necessary tank(s), hoses, and tank fittings, etc.

at no additional cost to the Government. The Contractor will provide the COR, or designee, documentation of the results of all initial and subsequent testing at each point of use.

3.13 The deionized water meter(s) shall be read by the Contractor, accompanied by the COR, or designee, at the end of each month on a regular workday (Monday – Friday).

Records will reflect the signature of the Contractor and COR, or designee. Meter shall be located in “water closet” in the Clinical Laboratory Service Chemistry Section.

3.14 Contractor’s Technical Support Specialist(s) shall sanitize the system and loop at

COR, or designee’s request. If the bacterial count is above 10 CFl/ml, the Contractor shall resolve the problem by correcting the source of contamination within twenty-four (24) hours of notification by the COR, or designee. We estimate one (1) sanitization event per year; however, additional sanitizations may be necessary depending upon the contamination results.

3.15 Contractor’s Technical Support Specialist(s) shall provide/install bacterial filters on each point-of-use DI water faucet with initial system installation. Contractor shall replace the bacterial filters on each DI water faucet each Option Year of the established contract. The annual replacement shall be completed within the first month of each Option Year.

3.16 Contractor shall change deionize tanks and filters whenever the resistance is less than 1 mega ohms at the point of use for the Clinical Laboratory Service.

3.17 Contractor’s deionized water system includes everything between the incoming water PRV and the last DI water tank. Contractor will maintain, keep in proper working order, and replace when necessary, any part of said system at no additional cost to the Government.

3.18 Contractor shall provide/install/maintain 1 mega ohm light(s) on the middle tank of all bank of tanks.

3.19 Contractor shall furnish and install a filter on the exit lines to ensure that no resin may enter the deionized system.

3.20 Contractor shall be responsible for the clean up of any spills or debris made from installation, maintenance, or service.

3.21 Contractor shall be responsible for checking and assessing the deionized water tanks on at least a monthly basis. The Contractor will not contact BVAMC employees to check the status of the deionized water tanks.

3.22 Contractor will change out all 10” .2 and 10” 5 micron as needed at no cost to the

Government.

3.23 The Contractor’s Technical Support Specialist(s) shall perform chlorination of each piped system at least one (1) time per year. The annual chlorination shall be completed within the first month of each Option Year. Contractor shall perform chlorination more frequently when deemed necessary by the BVAMC. Following chlorination, each outlet shall be purged and measured by the Contractor to ensure 1 mega ohms resistance and to ensure that no chlorine is present in the system.

3.24 Contractor shall perform all services at the convenience of the Clinical Laboratory

Service. Arrangements will be made through the COR, or designee, to establish an acceptable time to ensure minimum interruption of patient care.

3.25 Filters shall be changed by Contractor when the water pressure at the point of use is below 45 PSI.

3.26 Contractor must supply water that falls inside the parameters specified by the

College of American Pathologists.

3.27 Contractor will provide the following information to the Laboratory Service on a monthly basis:

a. Resistivity Minimum 10 MΩ·cm

b. Microbial Content < 10 CFU/mL

c. Total organic carbon < 500 ng/g (ppb)

3.28 BVAMC estimates using 8,000 gallons of DI water per month. However, there may be circumstances that require more water to be available. Contractor shall ensure availability of appropriate DI water.

4. BVAMC WILL PROVIDE: The BVAMC will provide a water supply at the point of installation and one each duplex 115 volt outlet. BVAMC’s current inline resistivity meter will be utilized, as necessary.

5. LOCATION/DESCRIPTION OF POINTS OF USE:

5.1 Equipment Room (“Water Closet”), Room 3421E - this is where the DI System

(appropriate tanks, filter(s), UV light sterilization system, etc.).

5.2 Chemistry, Room 3427 – extension line from DI system to the port(s) located at the main chemistry analyzer. This analyzer requires accessible continuous DI water.

5.3 Chemistry, Room 3427 – extension line from DI system to the two (2) sinks currently designated in this area.

5.4 Chemistry, Room 3427 – Appropriate back-up equipment (tank(s), act. To ensure uninterrupted supply of high-purity DI water, as needed.

5.5 Hematology, Room 3429 – extension line from DI system to two (2) sinks currently designated in this area.

5.6 Microbiology, Room 3428 – extension line from DI system to two (2) sinks currently designated in this area.

5.7 Washroom, Room 3427A – extension line from DI system to a port attached to the pipette wash apparatus.

6. INSTALLATION AND INITIAL SET UP REQUIREMENTS:

6.1 Site Preparation - Site preparation specifications shall be furnished in writing by the contractor as a part of the equipment proposal. These specifications shall be in such detail as to ensure that the equipment to be installed shall operate efficiently and conform to the manufacturer's claimed specifications.

6.2 Space Requirements, Systems, Specifications - Configuration of the proposed equipment must be able to conform to the space previously allotted for this function.

6.3 Crossover from current to new instrumentation/system, if necessary, must be performed timely with no interruption in patient care laboratory service.

6.3 Ownership of Equipment - Ownership of the equipment shall remain with the contractor. All accessories (unused consumables, etc.) furnished by the contractor shall accompany the equipment when returned to the contractor. The contractor, upon expiration of order(s), at termination and/or replacement of equipment, shall remove the equipment.

6.4 The Contractor’s Technical Support Specialist(s) shall be responsible for installation, which consists of in-house delivery positioning, and mounting of all equipment listed on the delivery order and connections of all equipment and interconnecting wiring and cabling if applicable in coordination with the facility biomedical engineer. Upon receipt of notice to proceed with installation, it shall be the contractor’s responsibility to inform the Contracting Officer of any problems which may be anticipated in connection with installation or which will affect optimum performance once installation is completed.

6.5 Vendor shall provide equipment installation and possible reinstallation at minimal costs if the equipment is required to be moved due to construction or laboratory redesign.

7. TESTING

VA P&LMS personnel will monitor the resistivity meter and perform appropriate water cultures.

VA P&LMS personnel will contact Contractor in the event of any issues or problems. All other necessary tests will be certified by the contractor or an independent laboratory at contractor’s expense. The testing for qualities must coincide with the sterilization process and a certificate must be provided to the VA P&LMS ensuring these qualities.

8. SERVICE/REPAIRS

8.1 At no time will P&LMS be without deionized water during service/maintenance process. This may require a separate means of supplying deionized water with a meter to ensure that all qualities are being met.

8.2 Contractor’s Technical Support Specialist(s) shall be on site for any emergency problem within twenty-four (24) hours after receipt of notification, by telephone, from the Contracting Officer Representative (COR), or designee, during normal business hours, Monday

– Friday, 7:00 a.m. – 3:30 p.m. Contractor shall also be on site for any emergency problem within twenty-four (24) hours after receipt of notification, by telephone, from COR, or designee, during the weekends and holidays.

8.3 Contractor’s Technical Support Specialist(s) shall be on site for any non-emergency call within forty-eight (48) hours after receipt of notification, by telephone, from the COR, or designee. If the Contractor receives a non-emergency call after 3:30 p.m., the Contractor’s Technical Support Specialist(s) will be on site no later than 9:00 a.m. the following workday, during normal business hours only, Monday through Friday 7:00 a.m. – 3:30 p.m.

Likewise, contractor shall be on site for callouts during the weekend and holidays.

8.4 Should difficulty to either the Contractor or the BVAMC arise from these delivery schedules, the Contractor shall be required to install a fully charged stand-by unit for emergency use. Said difficulties would include, but not be limited to, recurring bacterial contamination, recurring discoloration of the water, recurring untimely responses to emergency calls, and recurring failure or not-functioning indicator light. The Contractor is responsible for "troubleshooting" and resolving deionized water problems and will not request BVAMC personnel to perform preliminary "troubleshooting" procedures. The BVAMC will ascertain that the problem is not caused by Government-owned equipment prior to placing a call to the Contractor.

8.5 For each service call, the contractor shall generate a service ticket. The service ticket shall itemize all services rendered during the service call. The service ticket shall be submitted to the COR, or designee.

9. ADDITIONAL ITEMS/COSTS: Any additional costs such as funding fees, special shipping and handling fees, other usage fees or surcharges must be clearly indicated in the price quote

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

12.00 MO __________________ __________________

CONTRACTOR OWNS AND RETAINS RIGHTS TO EQUIPMENT

PROVIDED.

Provide, install, Maintain & Service Equipment in order to produce deionized water in accordance with established Statement of Work.

Estimate using 8,000 Gallons per month. NOTE: Anything over 8,000 gallons per month will be billed on a separate line item.

Contract Period: Base POP Begin: 03-01-2024 POP End: 02-28-2025

24,000.00 GL __________________ __________________

Usage over 8,000 Gallons per Month (Estimate) possible avg of 2000 gallons overage each month.

Contract Period: Base

6.00 JB __________________ __________________

Replace, install, maintain Bacterial filters on each Point-of-Use DI Water Faucet. (A total of 6 Faucets), includes all Adapters, Labor, Etc.

Contract Period: Base

16.00 HR __________________ __________________

Call-Back Services, Emergency: Estimate Call-Back Services, 4 Hours per Call-Back, (16) hours total per calendar year.

Contract Period: Base

PROVIDED.

Provide, install, Maintain & Service Equipment in order to produce deionized water in accordance with established Statement of Work.

Estimate using 8,000 Gallons per month. NOTE: Anything over 8,000 gallons per month will be billed on a separate line item.

Contract Period: Option 1 POP Begin: 03-01-2025 POP End: 02-28-2026

(Estimate) possible avg of 2000 gallons overage each month.

Contract Period: Option 1

Replace, install, maintain Bacterial filters on each Point-of-Use DI Water Faucet. (A total of 6 Faucets), includes all Adapters, Labor, Etc.

Contract Period: Option 1

Hours per Call-Back, (16) hours total per calendar year.

Contract Period: Option 1

PROVIDED.

Provide, install, Maintain & Service Equipment in order to produce deionized water in accordance with established Statement of Work.

Estimate using 8,000 Gallons per month. NOTE: Anything over 8,000 gallons per month will be billed on a separate line item.

Contract Period: Option 2 POP Begin: 03-01-2026 POP End: 02-28-2027

(Estimate) possible avg of 2000 gallons overage each month.

Contract Period: Option 2

Water Faucet. (A total of 6 Faucets), includes all Adapters, Labor, Etc.

Contract Period: Option 2

Hours per Call-Back, (16) hours total per calendar year.

Contract Period: Option 2

PROVIDED.

Provide, install, Maintain & Service Equipment in order to produce deionized water in accordance with established Statement of Work.

Estimate using 8,000 Gallons per month. NOTE: Anything over 8,000 gallons per month will be billed on a separate line item.

Contract Period: Option 3 POP Begin: 03-01-2027

POP End: 02-29-2028

(Estimate) possible avg of 2000 gallons overage each month.

Contract Period: Option 3

Water Faucet. (A total of 6 Faucets), includes all Adapters, Labor, Etc.

Contract Period: Option 3

Hours per Call-Back, (16) hours total per calendar year.

Contract Period: Option 3

PROVIDED.

Provide, install, Maintain & Service Equipment in order to produce deionized water in accordance with established Statement of Work.

Estimate using 8,000 Gallons per month. NOTE: Anything over 8,000 gallons per month will be billed on a separate line item.

Contract Period: Option 4 POP Begin: 03-01-2028 POP End: 02-28-2029

(Estimate) possible avg of 2000 gallons overage each month.

Contract Period: Option 4

Replace, install, maintain Bacterial filters on each Point-of-Use DI Water Faucet. (A total of 6 Faucets), includes all Adapters, Labor, Etc.

Contract Period: Option 4

Hours per Call-Back, (16) hours total per calendar year.

Contract Period: Option 4

GRAND TOTAL __________________

B.4 DELIVERY SCHEDULE

ITEM

NUMBER SHIPPING INFORMATION QUANTITY

DELIVERY

DATE

ALL

Birmingham VA Medical Center

700 South 19th Street

Birmingham, AL 35233

ALL 03/1/2024-

02/28/2029

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.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR

2000)

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

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

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

(End of Clause)

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT

REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a

Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National

Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting

Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office.

Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT

2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer

(ACO) for the purpose of performing certain tasks/duties in the administration of the contract.

Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

FAR

Number

Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS NOV 2023

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

JAN 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE DEC 2022

852.203-70 COMMERCIAL ADVERTISING MAY 2018

852.204-70 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL

MAY 2020

852.211-70 EQUIPMENT OPERATION AND MAINTENANCE

MANUALS

NOV 2018

852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-

OWNED SMALL BUSINESS EVALUATION FACTORS

(DEVIATION)

JAN 2023

852.215-71 EVALUATION FACTOR COMMITMENTS OCT 2019

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (DEC 2023)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or

Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further

Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232–40, Providing Accelerated Payments to Small Business Subcontractors (MAR

2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting

Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with

Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C.

3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment

Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the

American Recovery and Reinvestment Act of 2009.)

[] (4) 52.203–17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712);

this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

[] (5) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards

(JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (6) [Reserved]

[] (7) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (8) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts

(OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (9) 52.204–27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117–328).

[] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply

Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023)

(Pub. L. 115–390, title II).

[X] (11)(i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition.

(DEC 2023) (Pub. L. 115–390, title II).

[] (ii) Alternate I (DEC 2023) of 52.204–30.

[] (12) 52.209–6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters

(OCT 2018) (41 U.S.C. 2313).

[] (14) [Reserved]

[] (15) 52.219–3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15

U.S.C. 657a).

[] (16) 52.219–4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (17) [Reserved]

[X] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (20) 52.219-8, Utilization of Small Business Concerns (SEP 2023) (15 U.S.C. 637(d)(2) and (3)).

[] (21)(i) 52.219–9, Small Business Subcontracting Plan (SEP 2023) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (SEP 2023) of 52.219–9.

[] (22)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (23) 52.219–14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

[] (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C.

637(d)(4)(F)(i)).

[] (25) 52.219–27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside

(OCT 2022) (15 U.S.C. 657f).

[X] (26) (i) 52.219–28, Post-Award Small Business Program Rerepresentation (SEP 2023)

(15 U.S.C. 632(a)(2)).

[] (ii) Alternate I (MAR 2020) of 52.219–28.

[] (27) 52.219–29, Notice of Set-Aside for, or Sole-Source Award to, Economically

Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

[] (28) 52.219–30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small

Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) (15

U.S.C. 637(m)).

[] (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15

U.S.C. 644(r)).

[] (30) l(26) 52.219–33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

[X] (31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[] (32) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (NOV 2023)

(E.O. 13126).

[X] (33) 52.222-21, Prohibition of…