SOLICITATION 36C25724Q0641_1 final.docx

36C25724Q0641

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

06-13-2024 Ivan Torres ivan.torres1@va.gov 06-19-2024 10:00am

CDT

36C257 Department of Veterans Affairs NCO 17 North Texas Healthcare System Regional Procurement Office West (RPO-W) 124 E. Hwy 67, Suite 100 Duncanville TX 75137

X

541380 $19 Million

N/A

36C257 Department of Veterans Affairs Olin E. Teague Veterans’ Medical Center

CTVHCS-SPS

1901 Veterans Memorial Drive Temple TX 76504 36C257 Same as block 9.

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

(877) 353-9791

(512) 460-5540

See CONTINUATION Page

The contractor shall provide Water Quality Testing Services.

For additional details reference the Price/Cost Schedule and Statement of Work.

NOTIFICATION TO OFFEROR:

Offerors must complete and return all information required by this solicitation prior to the time specified in block

B of SF 1449 (Page 1)

SF 1449: Block 30a, 30b and 30c must be complete and signed in order to be considered for award.

See CONTINUATION Page See Continuation Page.

x x

Donald Smith Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR Name: ____________________________________________ Address: __________________________________________ City/State/Zip: _____________________________________ POC Name: _______________________________________ POC Phone: _______________________________________ POC Email: _______________________________________

SAM UEI: ________________________________________

TIN: _____________________________________________

b. GOVERNMENT: Contracting Officer 36C756

Department of Veterans Affairs NCO 17 North Texas Healthcare System Regional Procurement Office West (RPO-W) 124 E. Hwy 67, Suite 100 Duncanville TX 75137

Contract Specialist

Department of Veterans Affairs NCO 17 North Texas Healthcare System Regional Procurement Office West (RPO-W) 124 E. Hwy 67, Suite 100 Duncanville TX 75137

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

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

Page 1 of Page 1 of

B.2 STATEMENT OF WORK

SPS Water Testing to ANSI/AAMI ST108: 2023 Standards

OBJECTIVE:

The Central Texas Veteran’s Healthcare Services (CTVHCS) Sterile Processing Service (S.P.S.) has established a contracted water quality testing program on a monthly testing cycle in accordance with AAMI ST108: 2023 and requirements for Steris equipment operation Instructions for Use.

The contractor shall provide Laboratory Analysis of water samples for AAMI compliance with water quality in accordance with VHA Directive 1116, Memorandum from Assistant Under Secretary for Health for Operations (10N) dated August 28th, 2020 requiring Sterile Processing service water testing Reference guidance in current AAMI ST108: 2023 and various equipment Instructions for Use (IFU) and Steris equipment IFU.

Use of secure password protected web-based reporting with history of reports maintained on vendor database and exportable as excel and pdf documents highly preferred to paper based reporting.

CTVHCS intent to make this water testing for two physical locations that each have two internal locations in one contract and to fully make requirement “turnkey” possible.

1. The contractor shall conduct water testing at CTVHCS Temple and Austin Sterile Processing locations in secured areas of the CTVHCS Sterile Processing Service areas as outlined in statement of work. Utility and Critical water will be tested. Reports shall be supplied electronically and hard copy.

2. CTVHSC-SPS requires water testing to occur in AM (morning) of day to ensure water testing does not interfere with SPS workflow or risk of workflow causing contaminated sample. Water samples shall be performed using same criteria as AAMI ST108: 2023.

3. Sampling locations for SPS Water as listed in below chart. Sampling shall be performed as listed in AAMMI ST108; H.5.2 Water sampling Technique.

4. The contractor shall collect a total of 22 samples month for critical water, and 6 each quarter for utility water, for the testing described above:

Point of Generation (POG) (Reverse Osmosis) RO x 1 Deionized (DI) still x 1

POG

Point of Use (POU) DI x 1 RO x 4 Medivators x 4 (minus endotoxin) Ultrasonics x 2

POU

Decon x 4

POG

RO x 1

POG

POU

RO x 1

Medivators x 2 (minus endotoxin)

POU

GI x 1

Decon x 1

5. SCHEDULE OF SUPPLIES:

a. Contractor shall supply all sampling supplies, containers, and shipping labels. Contractor shall supply training as needed for emergency samples to be collected and shipped. Contractor shall pay postage and shipping on any samples requiring re-testing.

b. AAMI compliance with water quality Water Testing Requirements:

c. General Procedures for AAMI compliance with water quality:

i. The contractor shall furnish all sample collection bottles and return shipping labels, all transportation costs, and resources necessary to perform for AAMI compliance with water quality testing. Containers must be sterile, appropriate for the analysis, properly preserved, and ready for prompt transportation to the laboratory under strict chain of custody procedures. Contractor shall provide trained staff to perform sample collections.

ii. VA requires monthly, quarterly, and annual source water samples for analysis plus 28 emergency samples if necessary.

6. Sample/specimen Analysis and Reporting:

a. The testing laboratory processing the water samples for AAMI compliance with water quality must be certified by the Centers for Disease Control and Prevention (CDC) Environmental AAMI compliance with water quality Isolation Techniques Evaluation (ELITE) program as proficient at performing the culture of AAMI compliance with water quality from environmental samples.

i. The full 250 ml volume of potable water (utility) must be concentrated for routine quarterly testing. The testing laboratory must retain samples that test positive for AAMI compliance with water quality for 30 calendar days and must release them to the healthcare system if requested.

ii. Endotoxin testing must be in compliance with use of Limulus Amoebocyte Lysate testing as listed in AAMI ST108: 2023

Per Association for the Advancement of Medical Instrumentation (AAMI) ST108: 2023

3.30 endotoxin: High-molecular-weight complex that is associated with the cell wall of Gram-negative bacteria, is pyrogenic in humans and specifically interacts with Limulus amoebocyte lysate (LAL). See also bacterial endotoxins test (BET) and pyrogen.

3.31 endotoxin unit (EU): Standard unit of measure for endotoxin activity initially established relative to the activity contained in 0.2 nanograms of the U.S. Reference Standard Endotoxin Lot EC-2 (United States Pharmacopeia [USP] standard reference material).

NOTE—FDA’s reference endotoxin EC-6, USP Lot G, and the World Health Organization’s primary international endotoxin standard (IS) are sublots of the same endotoxin preparation, making the EU and IU (International Unit) equal (Poole, et al., 1997).

a. The laboratory must have environmental microbiology accreditation by a nationally recognized accrediting body, such as EMLAP, NELAP, etc. Proof of certification must be provided before acceptance of contract.

b. Contractor shall provide all sample analysis reports via e-mail to identified COR and Central Texas Veterans Health Care System Point of Contact.

c. Contractor shall provide water testing services no less than once per month and more frequent if necessary to treat water or provide maintenance on equipment. Successive stops between testing shall not exceed 35 calendar days.

d. Contractor shall make notification of any positive sampling results within 24 hours or 1 working day of making this determination. Confirmation of notification from CTVHCS is required to complete notification process.

e. Contractor Analytical reports shall include a signed copy of the chain of custody, identification of sampling locations and conditions, including the specific outlet temperature of water at the time the sample was collected, pH, biocide residual levels, method detection limits, and a description of test methodology. Sample reports need to be provided in a format that can be copied into the CTVHCS SPS AAMI water quality sampling results reporting form. Sample analysis reports must be provided within 15 calendar days of the lab receiving the samples. If the 15th day falls on a weekend or federally observed holiday, the reports shall be provided no later than the next normal business day.

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

g. The contractor shall ensure collection of samples is performed in full compliance with facility PPE practice and policy. Collection team will be escorted into SPS restricted access areas.

h. Required/unscheduled events related to collections will be required to be collected on weekends and federal holidays to be performed on federal holidays.

i. The contractor shall ensure reports include reference material and include previous test results to note trend of water quality with visual aids /graphs. Reports and materials need to be both electronic and hard copy/paper. POCs will be provided for electronic access. Electronic access training of VA POCs is required.

j. The contractor shall provide assistance with interpretation of reports and creating effective plan of action consultation required.

7. Contractor shall provide water testing equipment and provide submittals of water testing equipment or lab certification that they intend on using to carry out the requirements of this contract. Submittals will then be evaluated to ensure that equipment is appropriate and certified.

8. Sampling for SPS water quality of Utility and Critical water:

a. Laboratory and Chemical Analysis:

i. Requirements for testing per ST108 ST108 2023 A.3 Quality Characteristics

a) pH

b) Total alkalinity

c) Water hardness

d) Bacterial content

e) Endotoxin content

f) Total organic carbon

g) Water temperature

h) Ionic contaminants (Conductivity) (annual requirement)

i) Corrosive Agents

j) Scaling Agents

Appendix A has complete breakdown of labs and parameters.

ii. Requirements and Procedures for Sampling of SPS water lines for CFU and Endotoxin: The contractor must be certified by the Environmental Protection Agency or a State environmental protection agency to perform environmental sampling that includes heterotrophic bacterial testing (Aerobic). The contractor shall utilize the Standard Spread Plate Method 9215C using R2A agar. The contractor will provide an outline of their actual testing procedures. Proof of certification and outline of actual testing procedures must be provided before acceptance of the contract. Sampling results will report the number of colony forming units of heterotrophic water bacteria per milliliter of water (cfu/ml).

iii. Bacteria in water readings of less than 1CFU may be recorded as <1CFU. Critical water quality readings greater than <9 cfu/ml or greater are required to be immediately (<24 hours notified by both telephone and email to identified CTVHCS staff.

iv. Requirement -Utility water with bacteria in water findings of <195 or greater will require immediate (<24 hours) notification by both telephone and email.

v. All readings greater than 1CFU/ML should be quantified in whole numbers...or greater than 500 may be recorded as <10 cfu/ml or > 500 cfu/ml.

vi. The contractor shall ensure sampling is tested for presence of Endotoxin and response of results expected in less than 24 hours. Testing should be conducted and resulted in less than 7 days. Parameters for LAL testing as listed in AAMI ST108: 2023.

1. Weekend and Holidays are included in the timed suspense as the CTVHS is in continuous operation.

b. Contractor shall provide all sample analysis reports via e-mail to the COR and the assigned Points of Contact within the CTVHCS - SPS service within 7 calendar days including weekends and holidays of receiving the sample. If the 7th day falls on a weekend or federally observed holiday, the reports shall be provided no later than the next normal business day. Analytical reports shall include a signed copy of the chain of custody, identification of sampling locations, method detection limits, and a description of test methodology.

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

d. The Contractor shall provide expertise to formulate effective plans of action to correct the water to safe, within parameters established.

9. Contractor takes all responsibility for their staff while on CTVHCS property. Contractor staff will be escorted in all restricted areas of SPS. All Contractor staff will be required to wear full PPE supplied by the CTVHCS SPS, no exceptions.

10. Period of Performance:

a. Base period beginning June 28, 2024, to June 27, 2025.

b. Option Year 1 June 28, 2025, to June 27, 2026.

c. Option Year 2 June 28, 2026, to June 27, 2027

d. Option Year 3 June 28, 2027, to June 27, 2028

e. Option Year 4: June 28, 2028, to June 27, 2029

11. The C & A requirements do not apply, and a Security Accreditation Package is not required.

12. Summary: The CTVHCS Sterile Processing Service is establishing a contracted water quality testing program on a monthly testing cycle in accordance with AAMI ST108: 2023 and requirements for Steris equipment operation Instructions for Use.

13. Qualifications:

a. The Contractor services shall be performed by trained and qualified personnel and performed in accordance with manufacturer’s guidelines and AAMI ST108: 2023.

14. Contractor Furnished Material:

a. The Contractor shall furnish all supplies, labor, materials and equipment necessary for this service. No Government property will be provided.

b. Contractor responsible for clean-up and removal of all trash and debris created during the water testing procedures.

c. Contractor responsible for any damage to property whether personal, private or government owned. Contractor responsible for actions of their workers.

d. Contractor to provide all safety equipment and personal protective equipment for their employees outside of the CTVHCS-SPS areas.

15. Work Hours: Normal hours of coverage are Monday through Saturday from 7:00 am to 6:30 pm, excluding holidays. All service/repairs will be performed during normal hours of coverage unless requested or approved by COR or his designee. CTVHCS Infection Prevention and Safety will provide Risk Assessment and guidance for working in hospital areas that is required to be followed.

a. Federal Holidays observed by Veterans Health Administration are:

16. Security:

a. The certification and accreditation (C&A) do not apply.

b. The Contractor’s field service employee will wear visible identification issued by the VA Police Service.

17. Identification, Parking, Smoking and VA Regulations:

a. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Service. The CTVHCS will not validate or make reimbursements for parking violations to the Contractor under any conditions. Smoking is prohibited inside any buildings at the CTVHCS.

18. Possession of weapons, illegal drugs & alcohol is prohibited.

19. Enclosed containers, including tool kits, shall be subject to search.

20. Points of Contact: TBD

21. Additional Notes:

a. Information System Officer, Information Protection: The contractor will not have access to VA Desktop computers. They will not have access to online resources belonging to the VA or the U.S. government.

b. Privacy Officer: The Contractor will not have access to protected Patient Health Information (PHI) nor will they have capability of accessing patient information during the services provided to the VA and if removal of equipment from the VA is required, any memory storage device will remain in VA control and will not be removed from VA custody. All research data available for Contractor analysis is de-identified.

Records Manager:

c. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

d. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

e. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

f. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

g. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

h. The Government Agency owns the rights to all data/records produced as part of this contract.

i. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

j. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

k. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

l. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

23. NARA Records Management Language for Contracts (May 2017)

a. Contractor shall comply with all applicable records management laws and regulations, as well as National Archives and Records Administration (NARA) records policies, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), NARA regulations at 36 CFR Chapter XII Subchapter B, and those policies associated with the safeguarding of records covered by the Privacy Act of 1974 (5 U.S.C. 552a). These policies include the preservation of all records, regardless of form or characteristics, mode of transmission, or state of completion.

b. In accordance with 36 CFR 1222.32, all data created for Government use and delivered to, or falling under the legal control of, the Government are Federal records subject to the provisions of 44 U.S.C. chapters 21, 29, 31, and 33, the Freedom of Information Act (FOIA) (5 U.S.C. 552), as amended, and the Privacy Act of 1974 (5 U.S.C. 552a), as amended and must be managed and scheduled for disposition only as permitted by statute or regulation.

c. In accordance with 36 CFR 1222.32, Contractor shall maintain all records created for Government use or created in the course of performing the contract and/or delivered to, or under the legal control of the Government and must be managed in accordance with Federal law. Electronic records and associated metadata must be accompanied by sufficient technical documentation to permit understanding and use of the records and data.

d. Central Texas Veterans Health Care System and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Records may not be removed from the legal custody of Central Texas Veterans Health Care System or destroyed except for in accordance with the provisions of the agency records schedules and with the written concurrence of the Head of the Contracting Activity. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. In the event of any unlawful or accidental removal, defacing, alteration, or destruction of records, Contractor must report to Central Texas Veterans Health Care System. The agency must report promptly to NARA in accordance with 36 CFR 1230.

e. The Contractor shall immediately notify the appropriate Contracting Officer upon discovery of any inadvertent or unauthorized disclosures of information, data, documentary materials, records or equipment. Disclosure of non-public information is limited to authorized personnel with a need-to-know as described in the [contract vehicle]. The Contractor shall ensure that the appropriate personnel, administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, documentary material, records and/or equipment is properly protected. The Contractor shall not remove material from Government facilities or systems, or facilities or systems operated or maintained on the Government’s behalf, without the express written permission of the Head of the Contracting Activity. When information, data, documentary material, records and/or equipment is no longer required, it shall be returned to Central Texas Veterans Health Care System control, or the Contractor must hold it until otherwise directed. Items returned to the Government shall be hand carried, mailed, emailed, or securely electronically transmitted to the Contracting Officer or address prescribed in the [contract vehicle]. Destruction of records is EXPRESSLY PROHIBITED unless in accordance with Paragraph (4).

24. Appendix A.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

AAMI ST108 Testing of CTVHCS-SPS water and SPS Water Management Contract Period: Base POP Begin: 06-28-2024 POP End: 06-27-2025 PRINCIPAL NAICS CODE: 541380- Testing Laboratories and Services PRODUCT/SERVICE CODE: H146 - Quality Control - Water Purification and Sewage Treatment Equipment

AAMI ST108 Testing of CTVHCS-SPS water and SPS Water Management Contract Period: Option 1 POP Begin: 06-28-2025 POP End: 06-27-2026

AAMI ST108 Testing of CTVHCS-SPS water and SPS Water Management Contract Period: Option 2 POP Begin: 06-28-2026 POP End: 06-27-2027

AAMI ST108 Testing of CTVHCS-SPS water and SPS Water Management Contract Period: Option 3 POP Begin: 06-28-2027 POP End: 06-27-2028

1.00

YR

AAMI ST108 Testing of CTVHCS-SPS water and SPS Water Management Contract Period: Option 4 POP Begin: 06-28-2028 POP End: 06-27-2029

B.4 DELIVERY SCHEDULE

Sterile Processing Services (SPS) 1901 Veterans Memorial Hwy.

Temple, TX 76504

USA

1.00

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) C.2 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:

(End of Addendum to 52.212-4)

C.3 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)

C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (FEB 2024)

(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:

[X] (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).

[X] (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] [X] (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.