36C24720R0041-003.docx

36C24720R0041

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

509-20-2-104-0011 36C24720R0041 02-11-2020 Trinika L. Mason 706-733-0188 ext 1104 02-20-2020

4:00 PM EST

Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901 X X 811219 $22 Million N/A X Department of Veterans Affairs Charlie Norwood VA Medical Center See Statemtent of Work For Address Augusta GA 30901 Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901

Department of Veterans Affairs

FMS-VA-2 (101)

Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page SUBJECT: RFP for PM Vision One Laswer Ophthalmic System for Charlie Norwood VAMC - Augusta GA Contractor shall provide all personnel, equipment, tools, materials, parts (excluding glassware), supervision, transportation and other items and services necessary to properly maintain all equipment in accordance with SOW.

Period of Performance as follows:

Base Year 1 March 2020 – 28 February 2021 1st Option Period 1 March 2021 – 28 February 2022 2nd Option Period 1 March 2022 – 28 February 2023 3rd Option Period 1 March 2023 – 29 February 2024 4th Option Period 1 March 2024 – 28 February 2025 Please review the "instructions to offerors" section of RFP. Complete blocks 17, 20 a-c, and price/cost schedule of this RFP. All SB's must be registered in SAM and must be small for the applicable NAICS code at time of submission of offer and time of award See CONTINUATION Page x X x Sheryl Harris Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C247 (Sheryl Harris / Trinika L. Mason) Department of Veterans Affairs VISN 7 Network Contracting Activity 501 Greene Street Hatcher Building - Suite 2 Augusta GA 30901

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 P.O. 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

PM Vision One Laser Ophthalmic Systems

1. GENERAL INFORMATION:

1.1 NON-PERSONAL SERVICES: The contractor shall provide all personnel, equipment, tools, materials, parts (excluding glassware), supervision, transportation and other items and services necessary to properly maintain all equipment identified in Attachment 3. Services to be performed include all unscheduled routine service calls, all emergency service visits and all scheduled service visits as required for all Line Items. All parts provided by the contractor shall be covered by the terms and conditions of this contract. All work shall be performed in a professional manner by an authorized service representative. If any deficiencies are found due to negligence of the service representative, the contractor will be required to correct the deficiency to a fully operational status in accordance with manufacturer specifications at no additional cost to the Veteran Affairs (VA).

1.2. PERSONNEL:

1.2.1. The Contractor shall be able to read, write, speak and understand English.

1.2.2. The Contractor shall present a neat appearance commensurate with that required of a professional.

1.2.3. VA civilian employees shall not be employed to perform services under this contract.

1.3. ADMINISTRATIVE:

1.3.1. Security.

1.3.1.1. Contractor is required to report to the Police & Security office at the main entrance, sign in, and obtain an ID badge for repairs or services required during/after normal working hours.

1.3.1.2. The Contractor (or Representative) shall sign-in at the Biomedical Engineering Section office, Bldg. 801, Room 1B162.

1.3.3. Vehicle Operation, Registration and Insurance. Any vehicle operated in performance of this contract must have appropriate liability coverage.

1.4 Performance Period: The performance period will be one base year with four 1-year options to renew.

1.4.1 Hours of Service: Work is to be done between the hours of 8:00a.m. and 4:00p.m., Monday through Friday, excluding holidays.

Federal Holidays

1.4.2. ROUTINE/EMERGENCY SERVICE:

1.4.2.1. The contractor will provide unlimited routine/emergency service during normal workdays; Monday through Friday, between the hours of 8:00 a.m. to 4:30 p.m. excluding holidays. Unscheduled repair service calls shall be accepted only from authorized POC’s listed in Attachment 1 of this SOW.

1.4.2.2. The contractor’s qualified service technician shall be on site to provide routine services or services requiring immediate repair. Scheduled services for preventive maintenance, safety and calibration will be performed as required by the manufacturer’s specifications and this statement of work. Scheduled services shall be completed no later than the 20th day of the assigned month. Unscheduled repairs (non-emergent) will be repaired and operational within 96 hours after initial response by contractor.

1.4.2.3. The contractor’s qualified service technician shall be on site to provide unlimited emergency services (service requiring immediate repair) within 24 hours. The equipment shall be repaired and operational within 48 hours after initial response by the contractor. If the equipment is out of service for longer than 48 hours (from the time of the service technician’s arrival on site), the contractor shall notify Biomedical Engineering Section or representative, verbal and in writing as to the reason(s) (i.e. parts non-availability, etc.).

1.4.2.4. The U.S. government will make the equipment available to the contractor for servicing at such time and duration necessary to perform needed repairs.

1.5. CONDUCT:

1.5.1. Contractor personnel shall comply with medical treatment facility policies regarding personal appearance and conduct.

1.5.2. Impaired Contractor personnel.

1.5.2.1. At any time during the performance of this contract, the Contracting Officer, CORT or Director of the medical treatment facility may direct the contractor to immediately remove any contractor employee whose actions or impaired state raises reasonable suspicion that clear and present danger of physical harm exists to a patient, medical treatment facility personnel and equipment or to the impaired individual. This provision will be used in emergency situations only and not for the purpose of bringing performance issues or other non-urgent concerns to the attention of the contractor.

2. VETERAN AFFAIRSFURNISHED FACILITIES, EQUIPMENT, MATERIAL AND SERVICES:

2.1. GENERAL. The Government will provide, without cost to the Contractor, the facilities, equipment, materials and services listed below. The contractor will maintain government furnished supplies, equipment and work areas in a safe, orderly and clean condition.

2.1.1. FACILITIES. No facilities will be provided.

2.1.2. EQUIPMENT. No equipment will be provided

2.1.3. MATERIALS. No materials will be provided.

2.1.4. SERVICES. The VA will provide the following services at no cost to the Contractor:

2.1.4.1. UTILITIES. The VA will provide the normal range of utilities, electricity, water, heating, refuse collection, etc., as is provided other personnel.

3. CONTRACTOR FURNISHED SUPPLIES/SERVICES:

3.1. The contractor will furnish all supplies/services required in the performance of this contract except those listed in paragraph 2 above.

4. SPECIFIC TASKS:

4.1 Non-personal service to include, but not limited to, providing all personnel, equipment, tools, supervision and other items necessary to maintain medical equipment as listed on the equipment list. (Attachments 3)

4.2. The contractor’s representative shall perform preventive maintenance inspections (PMI), calibrations and unscheduled repair services in accordance with procedures and practices prescribed by the manufacturer of the equipment.

4.2.1. The contractor shall maintain the equipment listed in proper operating condition as described in the manufacturers’ literature. The contractor shall provide:

4.2.2. Coordinated scheduled calibration and preventive maintenance inspection will be performed as specified for each unit or system in the equipment list (Attachments 3). These services will be performed during the months indicated and all unscheduled routine and all emergency services as required. The scheduled calibration and preventive maintenance shall include written documentation of servicing, lubrication, cleaning, adjustments, operational tests and calibration/verification in accordance with manufacturers’ specifications and all applicable VA regulations. Calibration documentation will include a list of all test, measurement and diagnostic equipment. This list will include nomenclature, model, serial number, date it was calibrated and the date its calibration is due.

4.2.3. Preventive maintenance shall include cleaning, replacement of missing or defective parts, modules, covers, lamps and keys, a complete inspection, an inspection or repair of cables, plugs and wiring, a thorough function test of the input and safety circuits, checking the topicality of the operator manuals and information and training of new personnel. The safety inspection shall include a mechanical check (examination of the casing, the readings, user interfaces, connections, cables, labeling, soiling that would affect safety, etc.) and function test, as services include written documentation of servicing, cleaning, lubrication, adjustments, operational tests and calibration/verification in accordance with the manufacturer’s specifications and all applicable VA regulations.

4.2.3.1 Contractor’s service representative will be factory trained and have a minimum of 2 years’ experience working on the contracted equipment.

4.2.3.2 Contractor must furnish all software upgrades issued by the equipment manufacturer.

4.2.3.3. Required forms and extracts from pertinent directives will be furnished to the contractor’s service representative by the VA.

4.2.4. All preventive maintenance inspections/verifications/calibrations shall be performed in accordance with the manufacturer’s service literature, which will be located with the equipment or provided by the contractor.

4.2.5. Upon completion of calibration, the contractor will affix or update a VAMC AUGUSTA Preventive Medical sticker to the equipment in accordance with VA regulations. Required sticker and extracts from pertinent directives will be furnished to the contractor by Biomedical Engineering Section.

4.2.6. The contractor shall only accept calls for service/repairs from the Chief, Biomedical Engineering Section, or his/her authorized designated representative.

4.2.7. Upon completion of a scheduled or unscheduled service, the contractor service representative must report to the Chief, Biomedical Engineering Section or his/her designated representative at:

4.2.8. On the day services (scheduled and/or unscheduled) are completed, the contractor’s service technician shall prepare and initial a legibly written or typed service report in English and present it to the Chief, Biomedical Engineering Section or his/her designated representative for signature. This report shall include the following information:

4.2.9. In the event all necessary information is not available to the service technician at the time of completion of service, the initial service report shall include all information available. The contractor shall provide/fax a legibly written or typed copy of the remainder of the required information in English to:

within 10 days after completion of service.

4.2.10. The contractor must obtain authorization from the Chief, Biomedical Engineering Section or an authorized representative, prior to starting any repair that is attributable to instrument abuse and/or instrument misuse, theft, neglect, fire and anything else not covered in this contract. If these types of repairs are performed without the prior approval of the Chief, Biomedical Engineering Section or his/her designated representative; the contractor shall not be paid by the VA. If approved, a separate purchase order shall be issued prior to performance.

4.3. THE USE OF CELLULAR PHONES AND 2-WAY RADIOS:

The use of cellular phones and 2-way radios is expressly forbidden in certain areas of Medical Treatment Facilities and Health Clinics. The contractor will not use cellular phones or radios in these areas. (i.e. Direct patient care areas, etc.)

4.4. RECEIPT OF SERVICES:

4.4.1. Receipt of services will be acknowledged after receipt of all completed service reports for any scheduled calibration, preventive maintenance or unscheduled routine and emergency service performed during the respective quarter. Receiving reports will not be prepared and submitted until all such completed service reports containing all required information are in the possession of the Chief, Biomedical Engineering Section or his/her designated representative.

POC for admin questions:

Services to be acknowledged by, service reports to be sent to and invoices to be acknowledged by:

Charlie Norwood VA Medical Center

4.5. Job Site Location. For exact equipment location see equipment list (Attachments 3).

4.6. Work Conditions.

4.6.1. Preventive maintenance inspection and calibration must be performed in accordance with the months indicated on the equipment list (Attachments 3).

4.6.2. The contractor shall notify the POC (Point of Contact) of the exact date and time within ten (10) days prior to scheduled preventive maintenance services. (See Attachment 1 for the list of authorized POC’s).

4.6.3. All unscheduled repairs shall be verified by a BESS (Biomedical Equipment Support Specialist) prior to notification of the contractor by an authorized POC. See POC (Attachment 1).

4.6.4. The contractor shall respond to unscheduled repair service calls from the POC within one (1) working day, Monday through Friday between the hours of 8:00 a.m. to 4:00 p.m. excluding national holidays. Unscheduled repair service calls shall be accepted only from authorized POC’s (Attachment 1).

4.6.4.1. Completion of Unscheduled Repairs. For On Site routine services Contractor’s technician must be on site within two (2) working days and the repair must be completed within four (4) working days. Emergency on site repair services are covered under 1.4.1.3.

4.6.5. Replacement Parts.

4.6.5.1. All replacement parts shall be certified (*), new and have the same material as the original part. The original design of the equipment shall not be changed, modified or the required functional capacities altered. (*) Certified parts are parts that comply with standards set forth in 21 CFR 1020.30 (applicable to radiation producing equipment only), for installation in medical equipment. This regulation can be reviewed in full context at the Biomedical Engineering Section.

4.6.5.2. In place of new parts, factory refurbished exchange parts per the manufacturer’s spare parts procedures and policies may be used. The contractor’s representative shall inform the POC and request approval prior to the use of a refurbished part.

4.6.5.3. The contractor shall furnish a detailed listing of any replacement parts provided under the terms of this contract. This listing shall contain the part number, nomenclature, normal life expectancy and price and shall indicate whether the item is an exchange part.

4.7. Smoking is prohibited within Charlie Norwood VA Medical Center and its clinics and within 15 meters of any building.

4.8. Prior to performing work, a contractor's representative will report to and get from the Biomedical Engineering Section, (Room, 1B162) a Visitor’s Badge. The badge must be returned to the Biomedical Engineering Section prior to departing Charlie Norwood VA Medical Center.

4.8.1 Repairs that cannot be performed at the VA site may be performed at the contractor’s site provided the POC approves removal of the equipment. The contractor’s representative shall sign a receipt for the equipment. The repaired equipment shall be returned to the original premises within two (2) working days or the contractor will provide a temporary replacement at no additional cost to the VA.

4.8.2. Repair of equipment for damages resulting from improper handling by the user is not covered by this contract unless modified to include such repair. If the contractor finds damage is due to improper handling, the contractor’s representative shall within one (1) working day report the extent of the damage and submit a cost estimate for repair to the Chief, Biomedical Engineering Section. The repair shall not be performed without a written modification to this contract or a purchase order authorizing such repair. The Chief, Biomedical Engineering Section will review the estimate and submit a separate repair request, processed to include the funding to the Administering Contracting Officer, so the contract can be modified or another purchase order issued to authorize such repair.

4.9. The contractor shall complete a continuation sheet indicating manufacturer, model number, serial number and date of calibration expiration for all test, measurement and diagnostic equipment items used to perform calibration.

4.9.1. All correspondence, service reports and invoicing shall be in English and clearly legible.

4.9.2. All contractors’ representatives will be sufficiently fluent in the English language to effectively communicate with Charlie Norwood VA Medical Center’s representatives.

4.10. PREVENTIVE MAINTENANCE INSPECTIONS.

4.10.1. Preventive maintenance inspections shall be performed in accordance with the manufacturer’s standards and procedures. The preventive maintenance inspection shall include, but is not limited to safety, calibration, completed operational testing, lubrication, adjustments and cleaning of equipment to which the operator does not have access. It also includes installation of all parts required to ensure proper operation.

4.10.1.1. Preventive maintenance inspections shall be performed SEMI-ANNUALLY during the months of MARCH and SEPTEMBER.

4.10.2. Safety shall be performed in accordance with NFPA 99, Chapter 7. This regulation can be reviewed in full text at the Biomedical Engineering Section. When required, the contractor’s service representative will comply with the Occupational Safety and Health Administration lockout/tagout standards while performing maintenance on equipment. The VA and the contractor’s service representative will exchange hazard communication information before the commencement of any repair.

4.10.3. The contractor’s representative shall attach and complete or update a “VAMC AUGUSTA Preventative Maintenance” sticker to the equipment upon completion of calibration services. This sticker will be provided to the contractors' representative by the POC.

4.10.3.1. Contractor’s service representatives will be factory trained and have a minimum of 2 years experience working on contracted equipment.

4.10.3.2. Contractor must furnish all software upgrades issued by the equipment manufacturer.

4.10.3.3. Contractor shall have access to all necessary diagnostic software (if applicable).

4.10.3.4. The contractor shall complete (X-Ray Verification/Certification Worksheet) in accordance with instructions provided in TB 38-750-2. A continuation sheet shall be attached indicating the manufacturer, model, serial number and date of the calibration expiration of all items of test, measurement and diagnostic equipment used to perform the calibration (if applicable).

4.10.3.5. Required forms and extracts from pertinent directives will be furnished to the contractor’s service representative by the VA.

4.10.3.6. If the contractor’s calibration equipment produces a printed summary of the calibration procedure used, attach the printed summary to the Preventive Maintenance worksheet.

4.11. The COR will maintain surveillance checklists covering areas in paragraphs 5.4.1. in Performance Standards above. All work is subject to inspection and acceptance by the VA. Monitoring method is 100% inspection by COR or government representative in-charge at the locations of equipment for performance requirements summary (PRS) items in Para 5.4.1. See Attachment 3: Performance Requirements Summary (Performance Objective, Performance Standard, AQL, Monitoring Method, and Incentive/De-incentive) the COR will use to evaluate the contractor’s performance.

(End of Statement of Work)

ATTACHMENT (1)

POINTS OF CONTACT

1. The following persons are authorized to call contractor for unscheduled repair and maintenance: Contact Information will be provided in executed contract.

NAME TELEPHONE NUMBER

2. The contractor is not to accept calls from anyone not listed above. In addition, only the individuals listed above can accept or receive services on behalf of the government under this order.

3. If there are any additions, deletions or changes to the above, notification will be made in writing by the contracting officer or its representative.

“End of Attachment (1)”

ATTACHMENT (2)

Performance Requirement Summary

Performance Objective Performance Standard AQL Monitoring Method Incentive/De-incentive

1. PM, Calibration, and Safety IAW Para 4.10.1/4.10.2. 95% 100% Positive/Negative PAR

2. Response Time IAW Para 1.4.1.1/1.4.1.2. 98% 100% Positive/Negative PAR

3. Equipment Uptime IAW Para 1.4.1.3. 95% 100% Positive/Negative PAR

4. Qualified Personnel IAW Para 1.2.1/ 4.2.3.1. 100% Periodic Positive/Negative PAR

Remedies. If the performance standards are not met in the above performance requirement summary the government will document the contractor’s past performance, and may terminate the contract in accordance with FAR Clause 52.212-4 (m), Termination For Cause.

“End of Attachment (2)”

ATTACHMENT (3)

Equipment List

LUMENIS

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Request Base plus 4 Option Years Contract IAW Statement of Work for Preventative Maintenance for the Lumenis Vision One Laser Ophthalmic Systems Contract Period: Base POP Begin: 03-01-2020 POP End: 02-28-2021

Request Base plus 4 Option Years Contract IAW Statement of Work for Preventative Maintenance for the Lumenis Vision One Laser Ophthalmic Systems Contract Period: Option 1 POP Begin: 03-01-2021 POP End: 02-28-2022

Request Base plus 4 Option Years Contract IAW Statement of Work for Preventative Maintenance for the Lumenis Vision One Laser Ophthalmic Systems Contract Period: Option 2 POP Begin: 03-01-2022 POP End: 02-28-2023

Request Base plus 4 Option Years Contract IAW Statement of Work for Preventative Maintenance for the Lumenis Vision One Laser Ophthalmic Systems Contract Period: Option 3 POP Begin: 03-01-2023 POP End: 02-29-2024

Request Base plus 4 Option Years Contract IAW Statement of Work for Preventative Maintenance for the Lumenis Vision One Laser Ophthalmic Systems Contract Period: Option 4 POP Begin: 03-01-2024 POP End: 02-28-2025

B.3 DELIVERY SCHEDULE

Charlie Norwood VA Medical Center See Statement of Work for Address Augusta, GA 30904 1.00

Charlie Norwood VA Medical Center See Statement of Work for Address

1.00

Charlie Norwood VA Medical Center See Statement of Work for Address

1.00

Charlie Norwood VA Medical Center See Statement of Work for Address

1.00

Charlie Norwood VA Medical Center See Statement of Work for Address

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

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.4 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause)

C.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

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

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

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

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

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

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

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

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

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

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

(End of Clause)

C.6 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

(a) The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses (SDVOSBs) or veteran-owned small businesses (VOSBs) proposed as subcontractors in accordance with 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or…