36C24720Q0504.docx

36C24720Q0504

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

521-20-2-237-0095

06-04-2020

MARCUS WATTS

334-725-3166 06-17-2020 13:00

Department of Veterans Affairs Central Alabama Veterans Health Care

215 Perry Hill Road Montgomery AL 36109-3798

X

339112 1000 Employees Net 30

N/A

Department of Veteran Affairs Birmingham VA Medical Center 700 South, 19th Street Birmingham AL 35233

Department of Veterans Affairs Central Alabama Health Care System East Campus 2400 Hospital Road Tuskegee AL 36083-5001

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page

CONTRACTOR SHALL DE-INSTALL AND INSTALL DECONTAMINATION

SINKS, CART WASHERS, WASHER DISINFECTORS AND STEAM STERILZER

FOR BIRMINGHAM VA MEDICAL CENTER.

THIS SOLICITATION IS SET ASIDE FOR SERVICE DISABLED VETERAN

OWNED SMALL BUSINESS(SDVOSB) ONLY!!

ALL SDVOSB'S NEED TO BE REGISTERED IN WWW.SAMS.GOV AND

https://WWW.VIP.VETBIZ.VA.GOV/

SEE STATEMENT OF WORK

See CONTINUATION Page x x

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

LEFT BALNK INTENTIONALLY

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C247 MARCUS WATTS

Central Alabama Veterans Health Care

215 Perry Hill Road Montgomery AL 36109-3798

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.

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

STATEMENT OF WORK (SOW)

GENERAL INFORMATION

Title of Project: SPS Renovation – SPS90487

Scope of Work: The Contractor will deinstall and install decontamination sinks, cart washer, washer disinfectors x3, and steam sterilizers x4, to include all brackets, connectors, drains, mounts, adaptors, rails and cabinets, interface Kits, and shelving (i.e. anything that will provide effective use of equipment). Requesting trade-in value/discount and disposal of all deinstalled equipment.

Background: The Contractor’s steam sterilizers and washers are an essential part of the decontamination and sterilization process at the BVAMC. The high demand of the Sterile Processing Service (SPS) at the BVAMC calls for efficient, compliant and high capacity washing and decontamination systems, to ensure that SPS operates as effectively as possible. The equipment and services provided by the Contractor help to support the efficiency needed for safe patient care.

Period of Performance: Start date: TBD. The Contractor will complete the work required under this SOW in 90 calendar days or less from date of award, unless otherwise directed by the Contracting Officer (CO). If the contractor proposes an earlier completion date, and the Government accepts the contractor’s proposal, the contractor’s proposed completion date shall prevail. The work shall begin within 30 calendar days of award, unless otherwise specified. Work at the Government site shall not take place on Federal holidays or weekends unless directed by the CO.

Type of Contract: Firm Fixed Price

A. CONTRACT AWARD MEETING

The contractor shall not commence performance on the tasks in this SOW until the CO has conducted a kick-off meeting or has advised the contractor that a kick-off meeting is waived.

B. GENERAL REQUIREMENTS

1. For every task, the contractor shall identify in writing all necessary subtasks (if any), associated costs by task, and along with associated sub-milestone dates. The contractor's subtask structure shall be reflected in the technical proposal and detailed work plan.

2. All written deliverables shall be phrased in layperson language. Statistical and other technical terminology shall not be used without providing a glossary of terms.

3. Where a written milestone deliverable is required in draft form, the VA will complete their review of the draft deliverable within 30 calendar days from the date of receipt. The contractor shall have 30 calendar days to deliver the final deliverable from date of receipt of the Government’s comments.

C. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES

3 Salient Characteristics SPS Renovation –

AMSCO 7052HP, Steam Heated Washer Features Must be brand name, Steris Corporation, equipment Type 460-480V, 3ph, 60Hz Auto docking TC adapter for washer 3 level manifold rack Auto docking transfer cart for standard chamber washer, adapter for washer or SCS required Connect Assure to export data to a tracking system Connect Assure site license enabling automatic collection of documentation from one department Condensate to return to drain

InnoWave Pro Sonic Irrigator (60 Lumens) Features Must be brand name, Steris Corporation, equipment IW Pro Xi basket and hose set for 6 standard Xi IW Pro Xi multi basket hose set for 4 standard 2 stapler Drying first stage filter Drying second stage filter Eliminizer combo – dryer and filter

InnoWave PCF Sonic Irrigator Thermal Disinfection & Robotic Program Features Must be brand name, Steris Corporation, equipment Elbow 6MM x 1/8” Flow IW PCF Xi multi basket hose set for 4 standard 2 stapler Detergent level sen assy

AMSCO 53 Reprocessing Sink 120” Triple Bay Features Must be brand name, Steris Corporation, equipment Chemistry Mount (Fits 1 & 2.5 gal containers) Backsplash bracket for AcuSinq dosing system Copper drain – triple bay

AMSCO 53 Reprocessing Sink 106” Triple Bay Features Must be brand name, Steris Corporation, equipment Chemistry mount (fits 1 & 2.5 gal containers) Backsplash bracket for AcuSinq dosing system Copper drain – triple bay

Vision 1327 Cart and Utensils Washer/Disinfector Features Must be brand name, Steris Corporation, equipment 480V, 60Hz, steam heated Double power doors, 316I chamber Cart washer container rack

AMSCO 600 Prevac Steam Sterilizer Features Must be brand name, Steris Corporation, equipment

26.5 X 26.5 X 63 Electric, double door, vertical slide

Rec 2 walls, 480V AMSCO 600 Sterilizer chamber rail (63in, 1590mm) Compressor air AMSCO 600 center & side trim kit for sterilizer without cabinet ConnectAssure data export options enables one Steris product to export data to a tracking system AMSCO Evolution interface kit for connectivity AMSCO 600 loading car with 2 shelves (63in, 1590mm) AMSCO 600 transfer carriage, fixed height (63in, 1590mm)

SCHEDULE FOR DELIVERABLES

1. The contractor shall complete the Delivery Date column in Attachment A for each deliverable specified.

2. Unless otherwise specified, the number of draft copies and the number of final copies shall be the same.

3. If for any reason any deliverable cannot be delivered within the scheduled time frame, the contractor is required to explain why in writing to the CO, including a firm commitment of when the work shall be completed.

This notice to the CO shall cite the reasons for the delay, and the impact on the overall project. The CO will then review the facts and issue a response, in accordance with applicable regulations.

D. CHANGES TO STATEMENT OF WORK

Any changes to this SOW shall be authorized and approved only through written correspondence from the CO. A copy of each change will be kept in a project folder along with all other products of the project. Costs incurred by the contractor through the actions of parties other than the CO shall be borne by the contractor.

E. REPORTING REQUIREMENTS

1. The contractor shall provide the Project Manager /Task Manager with monthly [frequency determined by project’s duration] written progress reports (original plus ___ copies). These are due to the PM/TM by the second workday following the end of each calendar month, throughout the project's duration. The PM/TM is required to provide monthly progress reports to the Contracting Officer Representative (COR) by the fifth workday of the new calendar month.

2. The progress report shall cover all work completed during the preceding month and shall present the work to be accomplished during the subsequent month. This report shall also identify any problems that arose, along with a statement explaining how the problem was resolved. This report shall also identify any problems that have arisen but have not been completely resolved, with an explanation.

F. CONTRACTOR EXPERIENCE REQUIREMENTS

The government will determine on a stated requirements (SR) basis what positions are considered key personnel. The contractor shall identify, by name, the key management and technical personnel who will work under this task order at the time the work is being negotiated.

If a key person becomes unavailable to complete the SR, the proposed Substitutions of key personnel shall be made only as approved directed by the Contracting Officer and the COR. The government will not dictate specific experience and education requirements of the employees initially proposed to perform the work stated herein. The contractor shall submit a resume of qualifications for the COR and all other direct employees proposed for the project. All Contractor employees will be approved by the COR prior to bringing on duty. If, at any time from date of award to the end of the contract, non-key personnel Contractor personnel are no longer available, HES/HIS reserves the right to review the qualifications of the proposed replacement personnel and to reject individuals who do not meet the qualifications set forth in the TLO. Team personnel proposed by the contractor should possess some of the following knowledge and/or skills:

The contractor must notify VHA in advance and we will approve or reject proposed contractor key personnel for the performance of this contract. The contractor shall submit a resume of qualifications to the COR for key personnel and all other direct employees proposed for the project. All Contractor employees will be approved by the COR prior to bringing on duty. If, at any time from date of award to the end of the contract, Contractor personnel are no longer available, the VHA will approve the qualifications of proposed replacement personnel and will reject individuals who do not meet qualifications set forth herein. The contractor must inform the VHA COR and Project Manager/Task Manager when personnel are removed from the contract for any reason. The Contractor shall remove any employee from the performance of this contract within five (5) workdays of receiving notice from the Contracting Officer that the employee's performance is unsatisfactory. All Contractor employees are subject to immediate removal from performance of this contract when they are involved in a violation of the law, VA security, confidentiality requirements and/or other disciplinary reasons.

The contractor must inform the VHA COR and Project Manager/Task Manager when personnel are removed from the contract for any reason.

If a key person becomes unavailable to complete the SR, proposed Substitutions of key personnel shall be made only if approved by the COR and Project Manager.

The contractor shall submit a resume of qualifications to the COR for all direct employees proposed for the project. All Contractor employees will be approved by the COR prior to bringing on duty.

CONFIDENTIALITY AND NONDISCLOSURE

It is agreed that:

1. The preliminary and final deliverables, and all associated working papers, application source code, and other material deemed relevant by VA which have been generated by the contractor in the performance of this task order, are the exclusive property of the U.S. Government and shall be submitted to the CO at the conclusion of the task order.

2. The CO will be the sole authorized official to release, verbally or in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this task order. No information shall be released by the contractor. Any request for information relating to this task order, presented to the contractor, shall be submitted to the CO for response.

3. Press releases, marketing material, or any other printed or electronic documentation related to this project, shall not be publicized without the written approval of the CO.

Effective May 7, 2020 all individuals entering TVAMC (employees, patients, or visitors) will be required to wear a face covering.

All individuals entering TVAMC have the option to bring their own face covering. If individuals do not have a face covering, they will be provided one at the door to be used for the duration of their time on campus.

The face covering must cover the mouth and nose, fit snugly, and allow for breathing without restriction.

Individuals should wash their hands immediately after removing their face covering.

Information on face coverings from the CDC may be found here:

https://www.cdc.gov/coronavirus/2019-ncov/prevent-getting-sick/diy-cloth-face-coverings.html

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

AMSCO 7052HP, 460-480V, 3Phm 60Hz,Steam Heated

(NSTALL)

LOCAL STOCK NUMBER: FH18042

Auto docking TC adapter for washer (used with FD179 pr 199 Transfer carts)

(INSTALL)

LOCAL STOCK NUMBER: FD209

3 Level manifold rack

(INSTALL)

LOCAL STOCK NUMBER: FD74900

Auto docking transfer cart for standard chamber washer. Adapter for washer or SCS required (FD209) - (INSTALL)

LOCAL STOCK NUMBER: FD199

Connect Assure data export option enables one Steris product to export data to a tracking system. (INSTALL)

LOCAL STOCK NUMBER: CAT3030

Connect Assure site license enables automatic collection of documentation from Steris products for one department.(INSTALL)

LOCAL STOCK NUMBER: CAT3040

Condensate return to drain.(INSTALL)

LOCAL STOCK NUMBER: FD353

Deinstall AMSCO 7053HP Deinstallation charge for the older existing washers currently in SPD

(DEINSTALL)

LOCAL STOCK NUMBER: SE1016921

Install AMSCO 7052HP (INSTALL)

LOCAL STOCK NUMBER: SE101682

Install Connect Assure (1-5 units) -(INSTALL)

LOCAL STOCK NUMBER: SE160622

Disposal of washer (DEINSTALL)

LOCAL STOCK NUMBER: SE6025100071

Innowave Pro Sonic Irrigator _(INSTALL)

LOCAL STOCK NUMBER: IWPRO60

IW Pro Xi basket & hose set for 6 standard Xi. (INSTALL)

LOCAL STOCK NUMBER: IW1053

IW Pro Xi Multi basket hose set for 4 standard 2 stapler.(INSTALL)

LOCAL STOCK NUMBER: IW1051

Filter first stage ( drying) -(INSTALL)

LOCAL STOCK NUMBER: M12594

Filter second stage (pre-Filter) -(INSTALL)

LOCAL STOCK NUMBER: M12595

Eliminizer combo - Dryer/Filter - (INSTALL)

LOCAL STOCK NUMBER: MED1496

Deinstall Innowave Pro - (DEINSTALL)

LOCAL STOCK NUMBER: SE1301421

Install Innowave Pro -(INSTALL)

LOCAL STOCK NUMBER: SE130142

Disposal of washer -(DEINSTALL)

Innowave PCF Sonic Irrigator Thermal Disinfection & Robotic program. (INSTALL)

LOCAL STOCK NUMBER: IWPCF

IW PCF Xi multi basket hose set for 4 standard 2 stapler. (INSTALL)

LOCAL STOCK NUMBER: IW1038

Elbow 6mm X 1/8" Flow . (INSTALL)

LOCAL STOCK NUMBER: MED3088

Detergent Level Sen Assy .(INSTALL)

LOCAL STOCK NUMBER: MED8557

Deinstall Innowave PCF Deinstallation of the old caviwave in the main SPD. (DEINSTALL)

LOCAL STOCK NUMBER: SE1301521

Install InnoWave PCF. (INSTALL)

LOCAL STOCK NUMBER: SE130152

Disposal of Washer. (DEINSTALL)

AMSCO 53 Reprocessing sink 120" . (INSTALL)

LOCAL STOCK NUMBER: SINK50120

Chemistry Mount (Fits 1 and 2.5 gallon containers) -(INSTALL)

LOCAL STOCK NUMBER: SINKAC010

Backsplash bracket for AcuSinq dosing system. (INSTALL)

LOCAL STOCK NUMBER: SINKAC011

Copper Drain - Triple Bay. (INSTALL)

LOCAL STOCK NUMBER: SINKAC009

Install AMSCO 50 Reprocessing Sink. (INSTALL)

LOCAL STOCK NUMBER: SE101482

Install Copper Drain Kit for AMSCO. (INSTALL)

LOCAL STOCK NUMBER: SE104112

AMSCO 53 Reprocessing sink 106" Triple Bay. (INSTALL)

LOCAL STOCK NUMBER: SINK50106

Chemistry Mount (Fits 1 & 2.5 gal containers) -(INSTALL)

LOCAL STOCK NUMBER: SINKAC010

Backsplash Bracket for AcuSinq Dosing system. (INSTALL)

LOCAL STOCK NUMBER: SINKAC011

Copper Drain - Triple Bay . (INSTALL)

LOCAL STOCK NUMBER: SINKAC009

Install AMSCO 50 Reprocessing Sink . (INSTALL)

LOCAL STOCK NUMBER: SE101482

Install Copper Drain kit for AMSCO 30 & 50. (INSTALL)

LOCAL STOCK NUMBER: SE104112

VISION 1327 cart and utensils washer/disinfector, 480V, 60hz, Steam heated, double power doors, 316I chamber Vision 1327 460-480V. (INSTALL)

LOCAL STOCK NUMBER: FW05202

Cart washer container rack . (INSTALL)

LOCAL STOCK NUMBER: FD322

De-installation Cart washer De-installation of the existing/old cart washer in the main SPD. (DEINSTALL)

LOCAL STOCK NUMBER: SE1010021

Install Vision Cart washer. (INSTALL)

LOCAL STOCK NUMBER: SE101372

Installation of Acu-Hold container system. (INSTALL)

LOCAL STOCK NUMBER: SE104082

Disposal of Cart/Tunnel washer ((DEINSTALL)

LOCAL STOCK NUMBER: SE1010000071

AMSCO 600 Prevac Steam Sterilizer, 26.5 X 26.5 X 63 electric, double door, vert slide, rec 2-walls, 480V *AMSCO 600 Sterilizers *26.5x26.5x63" *Recessed, 2-wall *Integral steam generator *480V. ((INSTALL)

LOCAL STOCK NUMBER: EF1302342

AMSCO 600 Sterilizer Chamber Rail (63in, 1590mm) .(INSTALL)

LOCAL STOCK NUMBER: AY1596154

Compressor Air .(INSTALL)

LOCAL STOCK NUMBER: P136816752

AMSCO 600 Center & Side trim kit for sterilizer without cabinet. (INSTALL)

LOCAL STOCK NUMBER: AX000B3

Connect Assure data export option enables one Steris product to export data to a tracking system. (INSTALL)

LOCAL STOCK NUMBER: CAT3030

AMSCO Evolution interface kit for connectivity. (INSTALL)

LOCAL STOCK NUMBER: GP09160

AMSCO 600 Prevac Steam Sterilizer, 26.5x26.5x63 steam, double door, vertical slide, rec 2-walls, 480V. (INSTALL)

LOCAL STOCK NUMBER: EF1302340

AMSCO 600 Sterilizer Chamber rail (63in, 1590mm) (INSTALL)-

LOCAL STOCK NUMBER: AY1596154

AMSCO 600 Loading car with 2 shelves (63in, 1590mm) -(INSTALL)

LOCAL STOCK NUMBER: AY1596604

AMSCO 600 transfer carriage, fixed height (63in, 1590mm) -(INSTALL)

LOCAL STOCK NUMBER: AY1598104

AMSCO 600 extra shelf for loading car (63in 1590mm)-(INSTALL)

LOCAL STOCK NUMBER: AY1596644

Install - Medium Sterilizer (INSTALL)

LOCAL STOCK NUMBER: SE601852

Deinstallation Medium Sterilizers Deinstallation of the existing steam sterilizer in the main SPD

(DEINSTALL)

LOCAL STOCK NUMBER: SE6018521

Disposal of Sterilizer. (DEINSTALL)

LOCAL STOCK NUMBER: SE6045100071

Install connect Assure (1-5 units) -(INSTALL)

LOCAL STOCK NUMBER: SE160622

B.3 DELIVERY SCHEDULE

3.00

6.00

9.00

6.00

3.00

1.00

3.00

3.00

3.00

1.00

3.00

1.00

2.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

3.00

3.00

3.00

3.00

3.00

3.00

1.00

2.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

4.00

4.00

3.00

3.00

8.00

8.00

2.00

4.00

3.00

3.00

1.00

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) 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.

[] 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 Business Subcontracting Plan Minimum Requirements.

[X] 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 .

(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.

(End of Clause)

C.4 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/

(End of Clause)

C.5 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAR 2020)

(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 2019) (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 (Sept 2006), 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 (OCT 2015) (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 (Oct 2018) (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 for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[X] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (MAR 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020).

[] (15)(i) 52.219-7, Notice of…