36C24221Q0184.docx

36C24221Q0184

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

526-21-1-133-0003 36C24221Q0184 02-26-2021

HENDERSON, SAMANTHA

718-836-6600 EXT-1441

03-12-2021

5PM

EST

36C242 Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx

NY

10468-3904 X X 339113 750 Employees N/A X James J. Peters Medical Center Campus 130 W Kingsbridge Road Bronx

NY

10468-3904 36C242 Department of Veterans Affairs James J. Peters VA Medical Center Network Contracting Office 2 130 West Kingsbridge Road Bronx

NY

10468-3904

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

This is for Firm Fixed Price (FFP) Idefinite-Delivery Indefinite Quantity (IDIQ) contract for Bed Rental at the James J. Peters Medical Center Campus (Bronx VAMC).

Please review Staement of Work on page 4 and complete Price Cost Schedule on page 10.

All interest parties should pay close attention to FAR 52.212-3 Evaluation Factors.

The last date to submit all questions is March 5, 2021 at 5:00pm EST.

526-3610160-133-823300-2341 010023343 X x Cunningham, Charnell Contract Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

No text intentionally left blank

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 36C242 Charnell Cunningham Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904

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.

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

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

STATEMENT OF WORK

BED RENTAL- JAMES J. PETERS VAMC - SCI

1. SCOPE OF WORK: The contractor shall provide bed rental equipment to the James J. Peters VA Medical Center - SCI, 130 W. Kingsbridge Rd., Bronx, NY 10468, for the Sole purpose of patient care for our residents and within defined time frames for services. This will be a firm-fixed price, Indefinite Delivery Indefinite Quantity (IDIQ)

2. PERFORMANCE PERIOD: The period of performance will be for the period of 1 April 2021 through 31 of March 2026. This contract will be for one base year plus a four (4) year option.

3. RENTAL EQUIPMENT SPECIFICATIONS: The following items will be delivered as needed:

a) Bariatric Bed System - Fully Electric Bed, One Step Lock Brake System & Steer, Cardiac Chair Position, Trendelenburg and Reverse Trendelenburg Functions, Cardiac Chair Position, Integrated Rest Secure System (Bed Exit Alarm/Nurse Call Interface and Scale), Removable 3 Position Side Rails - Up, 45° and Down, Pressure Redistribution Mattress, Head Angle Indicator (V.A.P), Deck Low 15”: Deck High 30", Sleep Deck Width Retractable from 48" to 39", Sleep Lengths : 80", 86” (Battery Back-up Option)

b) Bariatric Bed LAL Therapy System w/Power Drive - Fully Electric Bed, One Step Lock Brake System & Steer, Cardiac Chair Position, Trendelenburg and Reverse Trendelenburg Functions, Cardiac Chair Position, Integrated Rest Secure System (Bed Exit Alarm/Nurse Call Interface and Scale), Removable 3 Position Side Rails - Up, 45° and Down, Pressure Redistribution Mattress, Head Angle Indicator (V.A.P), Deck Low 15”: Deck High 30", Sleep Deck Width Retractable from 48" to 39", Sleep Lengths : 80", 86”, Power Drive and Ancillary Items, Full Mattress Replacement with Therapy Modes: Alternation LAL or Pulsation w/LAL with Immersion w/LAL, Adjustable Pulsation Cycle Times with Feedback Sensor for Optimal Pressure Settings, Auto Firm, Auto Fowler Feature, Power Failure/Low Pressure Audible and Visual Alarms, Built-in 2” Foam Base for Comfort and Security, CPR Emergency Feature for Rapid Deflation, Waterproof, Vapor Permeable, Low Friction and Shear Top Cover (Battery Back-up Option)

c) Bariatric Patient Repositioning System - Repositioning Pulsate Mattress System, Expandable Deck Width 39” – 42”- 48”, 80” & 86” Deck Length, 15” Deck Low 30”, In Bed Scale with 30 Day Weight History, 3 Stage Bed Exit Alarm System, Protocol Timer, Trendelenburg and Reverse Trendelenburg, Anti-Microbial/Anti-Bacterial Head/Foot boards and Side Rails, Multi-Language Display with Voice Recordable Alerts, Cardiac Chair Position, Full Frame Trapeze, Mattress Reposition System 39” Width Expandable to 48”, Push Button Drive Unit allows for 8-10 repositioning events per sheet, Safe Working Load 750 lbs., Positioning Sheets, Two modes of therapy Immersion LAL & Pulsation LAL, Adjustable Pulsation Cycle Times with Feedback Sensor, Lock Out Controls, Power Failure/Low Pressure Audible and Visual Alarms, Built-in 2” Foam Safety Base, CPR Emergency Release, Waterproof, Vapor Permeable, Low Friction and Shear Top Cover. (Battery Back-up Option)

d) Full Frame Trapeze – Bariatric A-Frame Trapeze w/repositioning bar, 850 lbs. capacity.

e) Low Bed - Fully Electric Bed, Trendelenburg & Reverse Trendelenburg Functions, Cardiac Chair Position, Integrated Bed Notification System (Bed Exit Alarm/Nurse Call Interface, Protocol Timer and Scale with 30 day weight History), Independent Lock-Out Feature and Bed Functioning Controls at Foot End & Hand Control, Head Angle Indicator (V.A.P), Electronic Bed Control with Emergency CPR , Deck Low 9": Deck High 31", Sleep Deck Width 35" and Sleep Deck Length 82", 850 lb. Weight Capacity

f) Med/Surg Bed- Fully Electric Bed, Trendelenburg & Reverse Trendelenburg Functions, Cardiac Chair Position, Integrated Bed Notification System (Bed Exit Alarm/Nurse Call Interface, Protocol Timer and Scale with 30 day weight History), Auto Retraction, Independent Lock-Out Feature and Bed Functioning Controls at Foot End & Hand Control, Head Angle Indicator (V.A.P), Electronic Bed Control with Emergency CPR , Deck Low 17": Deck High 31", Sleep Deck Width 35" and Sleep Deck Length Expandable 80” - 88", 550 lb. Weight Capacity

g) Immersion & Alternation Therapy LAL Mattress System - Five Therapy Modes: LAL, Alternate, Alternate w/LAL, Immersion, and Immersion w/LAL, 1 in 2 Alternation, Foam Safety Pad, Transport Mode, Auto Adjusts Pressure Based on Height /Weight, CPR Release, 600 lb. Weight Capacity.

h) Bariatric Immersion & Alternation Therapy LAL Mattress System 39” - Five Therapy Modes: LAL, Alternate, Alternate w/LAL, Immersion, and Immersion w/LAL, 1 in 2 Alternation, Foam Safety Pad, Transport Mode, Auto Adjusts Pressure Based on Height /Weight, CPR Release, 900 lb. Weight Capacity. 39”-42”-48” Width Options

i) Immersion & Pulsation Therapy LAL Mattress System - Specifically Designed for Patients Undergoing Surgical Repair of Pressure Ulcers, Immersion Mode Promotes Proper Envelopment and Immersion to Effectively Manage Microclimate, Indicated for the Prevention and Treatment of Pressure Ulcers, Full Thickness Burns, Skin Grafts and Reconstructive Flaps, SW Immerse is a Full Mattress Replacement with Two Therapy Modes: Pulsation w/LAL and Immersion w/LAL, Adjustable Pulsation Cycle Times with Feedback Sensor for Optimal Pressure Settings, Auto Firm, Auto Fowler Feature, Power Failure/Low Pressure Audible and Visual Alarms, Built-in 2” Foam Base for Comfort and Security, CPR Emergency Feature for Rapid Deflation, Waterproof, Vapor Permeable, Low Friction and Shear Top Cover, 35” x 80”x 10”, 600 lb. Capacity

j) Bariatric Immersion & Pulsation Therapy LAL Mattress System - Specifically Designed for Patients Undergoing Surgical Repair of Pressure Ulcers, Immersion Mode Promotes Proper Envelopment and Immersion to Effectively Manage Microclimate, Indicated for the Prevention and Treatment of Pressure Ulcers, Full Thickness Burns, Skin Grafts and Reconstructive Flaps, SW Immerse is a Full Mattress Replacement with Two Therapy Modes: Pulsation w/LAL and Immersion w/LAL, Adjustable Pulsation Cycle Times with Feedback Sensor for Optimal Pressure Settings, Auto Firm, Auto Fowler Feature, Power Failure/Low Pressure Audible and Visual Alarms, Built-in 2” Foam Base for Comfort and Security, CPR Emergency Feature for Rapid Deflation, Waterproof, Vapor Permeable, Low Friction and Shear Top Cover, 39”-42”-48” x 80”x 10”, 1,000 lb. Capacity VHA DIRECTIVE 1009 - STANDARDS FOR ADDRESSING THE NEEDS OF PATIENTS HELD IN TEMPORARY BED LOCATIONS This Veterans Health Administration (VHA) Directive provides policy guidelines for providing care to admitted patients placed in temporary bed locations when the appropriate acute care beds are not immediately available.

Additional Bed Rental Contractor requirements for this Directive:

Work in conjunction with Bed Flow Coordinator(s) (a staff member with clinical background) to coordinate rental equipment with inpatient admissions and bed assignments. Assisting with equipment needs and processes for prioritization and decision-making to ensure safe patient care during periods of high demand for rental inpatient beds. Patient right to privacy is protected. Coordinating rental product removal with the discharge of hospital patients.

All rental items delivered would be clean, sanitized, and ready for immediate patient use utilizing specified and traceable infection control and quality control guidelines as set forth by the rental contractor JACHO standards for both pre‐delivery inspection (PDI) and pre‐maintenance inspections (PMI).

4. DELIVERY REQUIREMENTS: All bariatric and standard equipment must be inspected by Biomed personnel prior to placing in service. FDA compliance and meet the Department of Veterans Affairs Safe Patient Handling requirement. All bed frames greater than 80" in length must have equivalent size mattresses. Mattress covers for low air loss mattresses will be replaced as needed. Contractor to remove trash and all debris from installation and packing materials Operator Manuals to be provided to users and Service maintenance to be provided as needed on rental equipment. Multiple surfaces to meet various patient needs (Pulse, Alternate, Immersion & Rotation). Delivery/Pickup Service: Delivery within a four (4) hour window. Upon a delivery request, vendor will remove Government facility owned beds or mattresses from assigned room to a designated storage area. Vendor will deliver standard and Bariatric beds, Mattresses, Advanced Patient Care Products and accessories as requested in the styles and quantities needed. Upon rental equipment pickup request, Vendor shall remove the items for the premises immediately. Government facility owned beds or mattresses will be removed from the designated storage area and place back into the assigned room by Vendor.

5. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES:

N/A

6. MAINTENANCE: Vendor will provide manufacturer's cleaning instructions and insure all rental property is cleaned and decontaminated prior to bringing to James J. Peters VA Medical Center - SCI and must be tagged with name of Vendor for ownership/identification purposes.

7. TRAINING/IN-SERVICE: Unlimited Operator Training to be conducted to staff on proper use of equipment upon request 24/7 five days per week Monday through Friday excluding holidays.

8. HOURS OF WORK: Beds will be delivered on an as needed basis for patients per request of the Wound Care Team or Clinical Coordinators.

National holidays observed by the Federal Government are as follows:

If a holiday falls on Sunday, the following Monday will be observed as the National Holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a National Holiday by the U.S. Government agencies. Also included would be any day specifically declared by the President of the United States of America as a National Holiday.

9. DELIVERY LOCATION: Throughout James J. Peters VA Medical Center - SCI as directed by the Wound Care Team or SCI Coordinators

10. SCHEDULE FOR RETURNS: Equipment to be returned will be picked-up in 24 hours unless mutual agreement to hold in event unusual circumstances and delivery will be within same day if request is made by 12 noon. If the request is made after 12 noon, delivery is expected by 12 noon of the following day. Broken equipment must be picked-up as soon as possible.

11. IDENTIFICATION/PARKING: The contractor's employee(s) shall wear visible identification at all times while on the premises of the James J. Peters VA Medical Center - SCI. It is the responsibility of the contractor to park in the appropriate designated parking areas. Information on parking is available from the Police and Security Section. The Contractor, at his/her own expense, shall provide all employees with a Contractor Identification Card (ID), prior to performing work under this contract. Contractor employees are required to display this card at all times when performing under this contract. The Contractors employee shall sign each card issued. Employees released from service by the Contractor shall have their card collected by the Contractor. All cards shall contain an expiration date and photograph of the employee. All cards shall be destroyed upon contract completion or termination of the contract. The contractor's onsite supervisor shall ensure that all employees carry and display their card when on duty, and are prepared to present them upon request. The Contracting Officer Representative (COR) shall periodically verify cards of contract employees match their personal identification.

12. PERMITS AND RESPONSIBILITIES: The Contractor shall obtain and maintain all permits, licenses, and appointments required for the execution of work under this contract at no additional cost to the Government. The Contractor shall obtain these permits, licenses, and appointments in compliance with applicable host country laws. In addition, contract termination shall result if the required documents are subsequently denied or withdrawn by the local authorities. Application, justification, fees, and certifications for any licensure required are entirely the responsibility of the Contractor. The Contractor shall ensure that all employees receive the mandatory training, if applicable to this contract, as required by OSHA, JCAHO, etc., and shall comply with all standards and/or requirements.

13. CONTRACTING OFFICER REPRESENTATIVE (COR): The contracting officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally monitor the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee's authority. A copy of the designation shall be furnished to the contractor.

14. CONDUCT OF PERSONNEL: The Contractor shall be responsible for the performance and conduct of its employees. Personnel employed by the Contractor in the performance of this SOW or any representative of the Contractor entering the VA premises shall be subject to inspections by the Government as deemed necessary. The Contractor shall not employ for performance under this SOW any person whose employment would result in a conflict of interest with the Government's standards of conduct.

15. PERSONNEL REMOVAL: Government rules, regulations, laws, directives, and requirements that are issued during the Contract term relating to law and order, and security shall be applicable to all employees or representatives who enter the VA premises. Violation of such rules, regulations, laws, directives, or requirements shall be grounds for removal (permanently or temporarily as the Government determines) from the work site. Removal of employee does not relieve the Contractor from the responsibility for the work defined in this SOW. The Contracting Officer or designated representative (COR) may require the Contractor to remove any employee performing requirements under this SOW for reasons of misconduct, safety, or security risk posed. Contractor employees shall be subject to immediate dismissal from the premises upon determination by the COR that such action(s) is in the best interest of the Government.

16. PERSONNEL APPEARANCE: Contractor employees shall be well-groomed, clean, and neat in appearance; clothes properly fitted, uniform appearance with nametags, and appropriately dressed for the work to be done. Contractor employees shall not wear clothing with slogans, drawings, or language which could be construed as being lewd, obscene, profane, racially offensive, sexually suggestive, and anti-American or which advocates the use of illegal drugs or other unlawful conduct.

17. PERSONNEL COURTESY: Contractor employees shall not exhibit rude behavior. Loudness, vulgarity, rudeness, or other similar offensive conduct by an employee of the Contractor will be ground for denying the employee further access to the VA premises.

18. ALCOHOL AND ILLEGAL DRUG USE: Contractor employees shall not consume alcohol or illegal drugs during working hours or at any other time the employees are performing work under this contract. The contractor shall not allow any employee to perform work if the employee is under the influence of alcohol or illegal drugs. Contractor employees found to be under the influence of alcohol or illegal drugs during working hours will be immediately removed from duty. For the purpose of this provision, the threshold for being under the influence of alcohol or illegal drugs is the same as that established by current laws for vehicle operations. The Contractor is responsible for establishing the method(s) by which employees will be determined to be under the influence of alcohol or illegal drugs.

19. VEHICLE CONDITION AND MARKINGS: All Contractor-owned vehicles shall be maintained in a neat, presentable, and operational condition as determined by the Contracting Officer or COR. Contractor vehicles shall be clearly marked so as to be distinguishable from Government Equipment. Markings shall include, but not limited to, the Contractor's name and telephone number on all equipment and vehicles used to carry out the requirements of the contract. Contractor vehicles will follow parking rules while on US government property and is subject to tow if illegally parked.

20. CONFIDENTIALITY: The Contractor's personnel shall agree to comply with the Privacy Act of 1974 (the Act) and other applicable federal laws, rules, regulations and policies issued under the Act during and after the execution of this contract. Because confidential medical record information may be accessible and/or visible to Contractor employees during performance of their daily duties, the Contractor shall obtain a signed "confidentiality certificate" from each employee prior to allowing them to start work under this contract. Any information about an individual that is maintained by the VA, including, but not limited to, education, financial transactions, medical history, and criminal or employment history or any record that contains the person's name, or the identifying number, symbol, or other identifying particular assigned to the individual, shall be kept CONFIDENTIAL. A copy of this certification shall be provided to the COR upon request.

21. CONTRACTOR PERSONNEL: The Contractor is completely responsible for all actions of their employees. All contractor personnel employed in the performance of this contract shall comply with all VA building regulations, policies, and guidelines while on the premises. Contractor personnel shall be free of body odor and wear clean clothing (uniforms as appropriate) while performing duties under this contract. The Contractor shall consider the clinical environment and instruct/train their personnel in applicable safety precautions and special requirements. These requirements may include but are not limited to such conditions as human secretions, blood, barium, etc. Contractor personnel shall take appropriate precautions while performing duties applicable to this contract.

22. INSURANCE: The Contractor shall procure and maintain for the entire contract period, Workmen's Compensation and employers Public Liability Insurance in accordance with laws of the State of Florida. Before commencing work under this contract, the contractor shall certify to the Contracting Officer in writing that the required insurance has been obtained. See FAR 52.228-5, Clauses Section. Contractor shall provide the CO with an original signed copy of Insurance Certification with appropriate coverage, no later than ten (10) calendar days after notice of award. The contractor will notify the VA immediately of any changes in insurance coverage. Failure to submit documentation regarding the above insurance requirement shall be grounds to terminate the contract for default.

23. CHANGES TO CONTRACT: The contracting officer is the only person authorized to modify this order.

24. METHOD OF PAYMENT: Vendor to mail or fax invoices to Austin TX for customer to certify through utilization of the IPPS- Invoice Payment Processing System.

Invoices: All invoices must be encrypted when sending a copy to James J. Peters VA Medical Center - SCI through Microsoft Outlook.

PRICE SCHEDULE

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

C.2 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from Date of Award through March 31, 2026.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $75,000;

(2) Any order for a combination of items in excess of $100,000; or

(3) A series of orders from the same ordering office within 1 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after March 31, 2026.

(End of Clause)

C.5 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond March 31, 2021. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond March 31, 2021, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.6 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.7 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause) C.8 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

[] 852.219–9, VA Small…