36C24521Q0587.pdf

PAGE 1 OF 1. REQUISITION NO.

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

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

TIME

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

TELEPHONE NO. 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 42

36C24521Q0587 06/29/2021

Bradley Fasnacht NONE 07/06/2021

10:00 AM EDT

Department of Veterans Affairs

RPO EAST, NCO5

Commodities Team 2

Bradley Fasnacht | Contract Specialist Bradley.Fasnacht2@va.gov

X

339112

1000 Employees

N/A

Washington DC VA Medical Center 50 Irving St. NW.

Washington, DC 20422

RPO EAST, NCO5

Commodities Team 2

Ref to VAAR: 852.232-72 Electronic Submission of Payment Req http://www.fsc.va.gov/einvoice.asp

See CONTINUATION Page

This solicitation is for the procurement of Vital Signs Monitors in support of the Washington DC VA Medical Center.

Award is intended to be a 90-day Firm Fixed Priced Purchase Order in accordance with FAR Part 13.5.

Anticipated award effective date is 08/02/2021 Anticipated award expiration date is 11/02/2021

A continuation of the description of this requirement can be found in section B.2 "Statement of Work"

Refer to “Additional Instructions to Offerors” for specific Instructions on quote submission and evaluation.

See CONTINUATION Page

X 1

Contracting Officer mailto:Bradley.Fasnacht2@va.gov

36C24521Q0587

Table of Contents

SECTION A

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

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE SCHEDULE

ITEM INFORMATION

B.4 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

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

2018)

C.2 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.4 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND

COMPLIANCE (JUL 2018)

C.5 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021) (JUL 2020)

(DEVIATION)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

VA HB 6500.6 Appendix C -

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JUN 2020)

Additional Instructions to Offerors

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (OCT 2020)

E.3 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.4 52.216-1 TYPE OF CONTRACT (APR 1984)

E.5 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.6 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (FEB 2021) (JUL 2020) (DEVIATION)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. Contract Administration:

All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT:

Network Contracting Office 5 Contracting Officer: Donald Butler - Donald.Butler3@va.gov Contract Specialist: Bradley Fasnacht - Bradley.Fasnacht2@va.gov

2. CONTRACTOR REMITTANCE ADDRESS:

All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or [] 52.232-36, Payment by Third Party

3. INVOICES:

Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Upon Government acceptance of all requirements

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.

Ref to VAAR: 852.232-72 Electronic Submission of Payment Req http://www.fsc.va.gov/einvoice.asp mailto:Donald.Butler3@va.gov mailto:Bradley.Fasnacht2@va.gov

B.2 STATEMENT OF WORK

DEPARTMENT OF VETERANS AFFAIRS

Vital Signs Monitor Procurement

DESCRIPTION:

The Contractor shall provide all personnel, transportation, equipment, parts, supplies, facilities, supervision, and other items and/or services necessary to shall provide all hardware, software, tools , and training needed to support and utilize the VSMs and to create and maintain a bi-directional HL7 interface with the VA’s electronic medical record, as defined in this Statement of Work (SOW).

The Contractor assumes all liability risks for work performed under this contract. The Contractor must assume total liability for all contract employees. The Contractor shall perform to the standards of the contract as indicated in this SOW.

SERVICES:

The Washington DC VA Medical Center (VAMC) is seeking to procure mobile Vital Signs Monitors (VSM) for use in both inpatient and outpatient settings. The VSMs will be used primarily for spot checking blood oxygen saturation (SpO2), blood pressure, heart rate, and temperature, but may also be utilized for continual monitoring in some circumstances. Clinical staff will configure either manual or automatic measurement sequences at the point of care. The VSMs shall wirelessly interface with VistA and transmit vital signs into a patient’s CPRS record, primarily using a barcode scanner to identify the patient and link to the patient record. The VSMs shall meet all of Veterans’ Affairs wireless transmission standards, including FIPS 140-2 compliance. The Washington DC VAMC is seeking a contractor who shall provide all hardware, software, tools , and training needed to support and utilize the VSMs and to create and maintain a bi-directional HL7 interface with the VA’s electronic medical record.

SERVICE LOCATIONS:

Washington DC VA Medical Center 50 Irving St. NW.

Washington, DC 20422

PERFORMANCE REQUIREMENTS:

Qualification:

Contractor personnel performing in accordance with this SOW shall be trained and qualified to perform their perspective trades required in accordance with all federal, state, and local codes.

Performance:

• Vital Signs Monitors

• Starter Accessories (blood pressure cuffs, blood pressure tubing, blood oxygenation saturation sensors and cables, temperature probes and covers, etc)

• Hardware, licenses, and software required to interface the VSMs to CPRS/ VistA

• Technical support to the VA OIT and Biomedical Engineering personnel to set up the interface

• Clinical training and support to clinical staff at initial roll out and periodically in the succeeding months and as requested thereafter. Training shall include:

o Safety o Set up and operation o User maintenance and troubleshooting o Profile and Alarm Set Up o Process for transmitting patient vitals into the correct record and confirming that transmission

• 1-year warranty period for the equipment

• Any specialized tools, software, keys, or training, needed to repair, maintain or calibrate the equipment including associated servers and databases

• Dashboard software used to check battery status, device transmitting status, and equipment logs and use

Technical Characteristics:

SALIENT EQUIPMENT REQUIREMENTS:

• Use and Operation Requirements:

o VSMs shall be durable and capable of proper operation in all clinical areas, including but not limited to medical, surgical, inpatient, outpatient, special procedure, radiology (excluding MRI Zone I), or other clinics as needed.

o Devices shall be capable of non-invasive blood pressure with variable size cuffs for small, medium, large, extra-large, extra extra-large, and extra extra extra-large patients.

o Reusable equipment shall be easily sanitized by staff at point of use o Integrated barcode scanners shall be used to obtain patient identification and link to the correct patient record within CPRS. These barcodes may be in the form of an inpatient wristband or an outpatient’s VA issued Veteran’s Identification Card.

o VSMs shall mount to an ergonomic roll stand o The frequency of measurements shall be programmable o The VSM shall be capable of use in orthostatic vital sign procedures o Machines and machine accessories shall be durable and be able to withstand clinical use and cleaning including short drops (4 feet to ground) and bumping into walls and doorways o The VSM’s clinician interface should be simple and easy to navigate

• Measurement and Alarm Requirements:

o Devices shall be heart rate measuring and monitoring capability o VSMs shall have SpO2 capability with an option for a disposable sensor o Temperature acquisition time should be under 10 seconds o Devices shall display all measurements taken simultaneously o Device shall be capable of accepting and transmitting pain index information input by the clinician o Alarms shall be both visual and audible. Alarms will be capable of being silenced o Alarms shall have default settings that can be determined by the Medical Center.

Clinicians shall have the ability to change alarm limits based on clinical decisions for an individual patient.

o Clinical alarms shall include, at a minimum, heart rate, SpO2, temperature, blood pressure, and respiration rate o Equipment alarms shall be both audible and visual and will include system failure ,loss of network connectivity, failure to send patient data to CPRS, cuff leak, hose leak, inflation/deflation errors, low battery, and failure to take a successful reading

• Software and Connectivity Requirements:

o Wireless transmissions shall be FIPS 140-2 compliant and VA approved o Shall be fully integrated to CPRS via a bi-directional HL7 interface that is server based and VA approved

• An existing VA approved interface for the equipment that has been validated and is in use in the VA is a considerable technical strength o VSM shall have the ability to store a minimum of 300 patient measurements. If network connectivity is lost, these measurements shall be stored and sent to the record when connectivity is restored. These measurements shall be sent as a batch.

o Software updates to the devices should be able to be pushed wirelessly o Interface server shall be non-proprietary and rack-mountable o VSMs shall be capable of transmitting data wirelessly, through an Ethernet connection, or through a serial connection o Devices shall have a USB port to retrieve data logs o Software updates shall have the ability to be reviewed and approved by OIT and

Biomedical Engineering before application o Software updates shall be unlimited and included with procurement o VSMs must also be able to interface with Cerner

• Maintenance Requirements:

o Contractor shall provide OEM technical service and maintenance manuals and any required training to service the devices, including system and database maintenance o Devices shall be capable of being calibrated onsite by the Biomedical Engineering Section and require minimal set up.

NON-SALIENT CHARACTERISTICS:

• Use and Operation Desirables:

o Compatibility with disposable blood pressure cuffs of all sizes.

o Thermometer capabilities shall be oral. Oral probes shall have disposable covers o VSM should be compatible with both Nellcor and Masimo SpO2 sensor technology

• Nellcor technology is currently in use at the Medical Center and should be proposed o Accessories should be compatible with other equipment utilizing the same technology throughout the Medical Center e.g. blood pressure cuffs and SpO2 sensors used on wall mounted integrated diagnostic boards (currently Welch Allyn) and/or the existing bedside monitoring equipment (currently Philips Intellivue). Minimal modifications to achieve this is acceptable o Devices should be able to be located using the provided device dashboard software o Device dashboard should show firmware and software versions, machine status, IP address, and battery status o No more than 4 hours recharge time (from fully drained to fully charged) o Cleaning instructions shall be provided

Ability to use super sani-wipes to clean all components is desirable

• Physical Desirables:

o VSMs should have an integrated antenna that does not protrude from the machine o VSMs should have a roll stand that is designed for use with a VSM and has places to store accessories in an organized way with cable management capabilities o Printer interface capability – self-contained or through a serial connection

• Software and Connectivity o The Medical Center should have the option to determine logon method from a variety of options such as: Active Directory, VistA username and password, alias linked to active directory, scanning of clinician identification barcode o Required, urgent software updates should be minimal

GENERAL INFORMATION:

COVID-19 or another Novel Virus:

All Contracted Staff shall enter all facilities through one of the sites designated Screening Checkpoints where all VA Patients, Staff, Contractors and Visitors are asked COVID related questions as well as temperature checks using a touchless solution, and any other process that the CDC may implement in response to the COVID pandemic.

Individuals who do not meet the requirements of the CDC and Department of Veterans Affairs requirements will be denied entry.

OAHA Bloodborne Pathogens Standard:

The contractor shall comply with the Federal OSHA Bloodborne Pathogens Standard.

The contractor shall:

• Have methods by which all employees are educated as to risks associated with bloodborne pathogens.

• Have policies and procedures which reduce the risk of employee exposure to

• Have mechanisms for employee counseling and treatment following exposure to

• Provide appropriate personal protective equipment/clothing such as gloves, gowns, masks, protective eyewear, mouthpieces for the employee during performance of the contract.

Hours of Operation:

Any installation requirements shall be coordinated with the Facility Point of Contact.

Uniforms:

All employees shall wear contractor provided uniforms, (contractor code of dress), which include pants, shirts or blouses, and protective clothing which are clearly distinguishable from other VAMC uniforms currently in use. The uniform will be worn as designed by the manufacturer. Open toe shoes or sandals will not be worn. A basic leather shoe covering the entire foot is recommended. All personnel will display identification badges on their uniforms, which will show the employee’s last name and the contractor’s full name.

Personal Hygiene:

Contractor’s personnel shall be clean, bathe daily (including hair), and wear a clean uniform daily. Fingernails will be clean and free of dirt. Hair will be neatly trimmed and combed.

Physical Security:

The Contractor shall be responsible for safeguarding all government equipment, information and property provided to Contractor personnel while performing the requirements described herein.

Security Requirements:

All Contractor personnel are required to wear identification (ID) badges during the entire time they are on the VA grounds. Contractor ID badges must have an identification picture, name of the individual and the represented company depicted on it. In the event that VA badges are provided, all VA badges will also need to be worn while on VA grounds and should be obtained through the Department of Veterans Affairs Police Dispatch Center.

It is the responsibility of the contractor to park in the appropriate designated parking areas. Information on parking is available from each individual sites Department of Veterans Affairs Police Department. The Department of Veterans Affairs will not invalidate or make reimbursement for parking violations of the contractor under any conditions.

Smoking is prohibited on Department of Veterans Affairs property. Possession of weapons is prohibited. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

Damage:

Extreme caution shall be exercised to prevent damage to the building and its contents.

Any damage must be reported to the POC immediately for appropriate action. Any damage caused by the contractor will be repaired and or replaced to the satisfaction of the VA at the contractor’s expense.

Damage to the building, its contents or loss of government property, in excess of $100,000 will require a Report of Survey or Investigation Report by the VA. Appropriate Government personnel will conduct the investigation. The responsible party will be required to replace and/or submit payment for damage or loss.

Access (Keys):

If the POC provides keys for access, it shall be the Contractors responsibility to safeguard and control keys provided.

Confidentiality:

Contractor, any and all personnel employed by Contractor, and any other individuals enlisted by Contractor (sub-contractors, etc.) to meet the requirements of this SOW, shall not disclose any information regarding the patients treated at Department of Veterans

Affairs Facility. All clinical records, including names of patients, Social Security numbers, and any and all medical, administrative, or demographic information that pertains to the patients treated at the VA is strictly confidential. This information is protected under federal regulations. All information and records that pertain to the employees of the VA are also confidential and is protected under law. Contractor and any individuals employed or enlisted by Contractor, may be required to sign Confidentiality Statement as a condition of being allowed to work at the VA.

SPECIAL CONTRACTOR PROVISIONS:

Interference in Performance Requirements:

The following provisions must be adhered to by contractor personnel throughout the duration of this contract:

Contractor may be required to interrupt their work at any time so as not to interfere with the normal functioning of the facility, e.g. utility services, servicing of fire protection systems, and the passage of facility patients/personnel, etc.

In the event of an emergency, contractor services may be stopped and rescheduled at no additional cost to the government.

Contractor personnel must inform the Facility POC of the need to gain access to secured areas. If access is required to secure areas, prearranged scheduling must be made by the POC.

Contractor Responsibilities:

The Contractor must be responsible for ensuring all provided personnel are properly licensed to operate a motor vehicle if operating a motor vehicle on VA property is required.

All contracting staff shall be required to wear company badges with company name and employee name.

If there is a need for work to be performed beyond the scope of this contract. The contractor is required to provide a written cost estimate for any work or materials beyond the scope of this contract. The contractor shall not perform any work or make any purchases beyond the scope without approval from this contracts VA Contracting Officer.

Contractors shall utilize appropriate Personal Protective Equipment.

Government Furnished Property:

The Government will furnish no property.

Government Furnished Services:

The Contractor may use the available utilities (gas, electricity and water) while in the performance of the services defined in this Statement of Work.

END OF STATEMENT OF WORK

B.3 PRICE SCHEDULE

ITEM INFORMATION

All items are for Brand Name or Equal. If you are providing a quote for Equal, please provide a separate Price Schedule to include literature for the Equal product.

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES QUANTITY UNIT UNIT PRICE AMOUNT

2.00 EA __________________ __________________

Connex Server Application Software Includes 2 thumb drives, one

Production, one Test, with included software app, installer and Proview Includes one ADT & one ORU production license, one ADT & one ORU test license # Includes 5 connectivity device test licenses # Includes Connex CS 1.8x DFU

315.00 EA __________________ __________________

Welch Allyn Device Connectivity License

1.00 EA __________________ __________________

Installation

Connex Premium Service Support Agreement; Software

Updates/Upgrades; Corepoint license and support (if applicable); Onsite Services; 7x24x365 telephone and remote diagnosis technical support;

Direct access to the Partners in Care

SUPPORT FOR SERVICE HUB

SERVICE HUB LICENSE (PER DEVICE)

Welch Allyn Connex Spot Monitor with SureBP Non-invasive Blood

Pressure, Covidien SpO2, SureTemp Plus Thermometer

Welch Allyn Connex Spot Monitor Accessory Power Management Stand

Barcode Scanner with Holder

2.00 EA __________________ __________________

1 clinician for 2 consecutive 8 hour days. Each 8 hour day must be within a 24 hour period Monday- Friday

13.00 EA __________________ __________________

Connex Spot Monitor On-Line-Based Technical Service and Repair

Training

5.00 EA __________________ __________________

Connex Spot Monitor, Connex Vital Signs Monitor, Service Test Box

Service Kit for Service Tool 1.8 and Above

Connectivity Accessory Kit, Micro USB Cable, for Connex Spot Monitor

BP test volume repair fixture, hand bulb w/valve, tubing and 4 way connector

Blood Pressure Hose (5.0 ft/1.5 m)

One-Tube Blood Pressure Hose (5.0 ft/1.5 m)

Fitting "Y" 1/8 X 1/8 X 1/8

Nellcor Extension Cable (10.0 ft/3.0 m)

9600 Plus Calibration Tester

Calibration Key for 690/692 and 5300

Inventory goods by material number, quantity and serial number where applicable, De-palletize shipment, Unbox and stage product, Unbox and assemble roll stands when applicable, Unbox and assemble wall mounts when applicable, Attach device to stand or wall mount, Attach accessories to device (SpO2 cable, NIBP hose and cuff, temperature sensor, power supply, barcode scanner, quick reference card), Affix customer-provided asset tag if required, Perform device in-service, Dispose of waste packaging, Register device warranty with WA Service, Partners in Care (PIC) activation for customers purchasing a PIC agreement, Perform ground continuity, leakage current and power-on test if required, Distribute assembled product to nursing floors if needed, Configure devices per customer requirements if needed and Provide

GRAND TOTAL __________________

B.4 DELIVERY SCHEDULE

Delivery of all services for this contract will be coordinated by the Government and awarded contractor.

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 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF

COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause)

C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-4 Notice of Price Evaluation Preference for HubZone Small Business Concerns.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

C.4 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND

COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor compliance with the subcontracting commitments.

C.5 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):

http://www.acquisition.gov/far/index.html http://www.va.gov/oal/library/vaar/

FAR

Number

Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

JUN 2020

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

852.212-71 GRAY MARKET ITEMS APR 2020

852.242-71 ADMINISTRATIVE CONTRACTING OFFICER OCT 2020

(End of Addendum to 52.212-4)

C.6 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021) (JUL 2020)

(DEVIATION)

(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 items:

(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 and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

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

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 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 items:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (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.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed…