36C24819Q1158-001.pdf

36C24819Q1158

COMBINED SYNOPSIS/SOLICITATION 36C24819Q0519

General Information

Action Code: Combined Synopsis Solicitation Document Type: RFQ RFQ Number: 36C24819Q1158 Posted Date: July 18, 2019 Response Date: July 30, 2019 Classification Code: J065- Maint/Repair/Rebuild of Equipment-Medical Dental Set Aside: Small Business NAICS Code: 811219- Other Electronic and Precision Equipment Repair and Maint.

Contracting Office Address

NCO 8

ATTN: Rafael Rodriguez- Contracting Officer Administrative Building, Suite 4M440 10 Casia Street San Juan, PR 00921

Description

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6 in conjunction with Part 13, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation for this action. Quotes are being requested, and a written solicitation will not be issued.

This solicitation is issued as a Request for Quote (RFQ). Submit written quotes on 36C24819Q1158.

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2019-02 effective 05/06/19. This request for quote is issued July 18, 2019 and will end on July 30,2019 at 10:00 AM EST and is set aside for 100% SB.

The purpose of this Solicitation is to award a firm fixed priced contract to provide labor, equipment and materials to provide preventive and corrective maintenance to Hospital Stretchers and beds Manufactured by Joerns and Stryker Models: U700, SM 104, SM 204, SM 304 to bring them back to manufacturer specifications with Original Manufacturer Parts (OEM) for the period from Date of Award thru September 30, 2019 and four years option period at the VA Caribbean Healthcare System. All the work will be in accordance with the Scope of Work below.

This procurement is being conducted under Subpart 13.5 Simplified Procedures for Certain Commercial items. The intent is to award a firm fixed price contract.

The North American Industrial Classification System (NAICS) code for this procurement is 811219, with a small business size standard of $20.5 M in Annual Receipts. This procurement is a SDVOSB and all eligible offerors are encouraged to submit quotes. All offerors must be registered in System for Award Management (SAM) at http://www.sam.gov to be considered for an award of a federal contract registered in the record must be complete and not missing elements such as representations and certifications.

http://www.sam.gov/

Also, please be sure to be registered in VIP (Vendor Information Pages) at https://www.vip.vetbiz.gov/

Contractors interested in providing these services should submit their quotes via email to Rafael.Rodriguez2@va.gov. Questions concerning this synopsis solicitation shall be addressed to Rafael Rodriguez, Contract Specialist, and emailed to Rafael.Rodriguez2@va.gov. All questions or inquires must be submitted no later than 10:00 am Eastern Standard Time on July 23 , 2019 Email all questions to the Contract Specialist’s above email address.

The Government will award a contract resulting from this RFQ to the responsible offeror whose quote is the lowest price technically acceptable. Quotes are due by 10:00 A.M. Eastern Standard Time on July 30, 2019. Quotes received after this date and time will be considered late in accordance with 52.212-1(f) and will not be evaluated. Quotes shall be submitted via email to Rafael.Rodriguez2@va.gov.

The following Contract Line Items (CLINS) identified in Attachment A are applicable to this requirement. For detailed service description please review the Scope of Work.

B. Schedule of Services

Contractors shall quote prices for all the following Contract Line Item Numbers:

Please refer to Attachment B.

C. SCOPE OF WORK

1. Statement of work:

1.1. Provide preventive and corrective maintenance to Hospital Stretchers and beds Manufactured by Joerns and Stryker Models: U700, SM 104, SM 204, SM 304 to bring them back to manufacturer specifications with Original Manufacturer Parts (OEM) for the period from Date of Award thru September 30, 2019 and four years option period, in accordance with the following conditions:

2. Preventive maintenance (PM) - PM scheduled program will be performed as per manufacturers recommendations. If the manufacturer’s specifications are not available, the Company will conduct its own Risk Assessment to assign the appropriate PM frequency and will employ the PM guidelines established by the Emergency Care Research Institute (ECRI) and the American Hospital Association

(AHA).

3. Repairs - Complete repairs will be performed to re-establish proper operation of all stretchers at the Hospital. Shall be completed within 3 business days after parts have been received. Paint touch ups are included as part of the maintenance and repair activities; Company will perform up to one touchup per unit per year and only if necessary. Such activities will be performed outside VA’s facilities. Transportation and material expenses are included.

4. Company assumes all units are in good working conditions upon program inception. company will conduct the necessary repairs, including installing the necessary parts. In such instances, company will only bill for the parts installed.

https://www.vip.vetbiz.gov/ mailto:Rafael.Rodriguez2@va.gov.

mailto:Rafael.Rodriguez2@va.gov.

mailto:Rafael.Rodriguez2@va.gov.

5. Parts – Replacement parts are included. The inventory of parts to be maintained. Company will make a purchase order to the OEM of the listed parts and others as determined by an initial evaluation.

Inventory availability will depend on OEM delivery time. Other parts will be ordered as needed. The company will not be responsible for OEM turnaround time on parts. However, to reduce turnaround time com will maintain an inventory of the most common replacement parts as determined by the initial and/or further assessments. As an independent service organization Company may provide the hospital with alternatives for parts acquisition. At all times this might be an option, if approve, for whenever the OEM indicates specific repair parts are in backorder.

6. Site Visits – Company must perform on-site visits to perform preventive maintenance activities as determined by the PM schedule.

7. Reports – Company must provide a monthly reporting structure on all services provided that meets clinical demands and satisfy all administrators’ requirements. This unique equipment service history will serve as a database from which future repairs can be assessed by in-house staff, total cost per labor can be determined and accumulated and from which the yearly expense on capital equipment can be obtained. There will be a record for each device under the program. Both the “hard” and the “soft or electronic” copies of these records can be obtained by hospital personnel at any time. All reports must be available through company’s Web Based Service Portal.

8. HIPAA Compliance Notes – Company must comply with all business associate clauses as specified by the Hospital’s HIPAA Compliance Office and will comply with all regulations as stated in Puerto Rico’s Law # 97-248.

At all times service requests will be made by calling company’s number.

8.1. All services provided by company’s technical personnel will be performed in coordination with the clinical personnel at the Hospital to ensure the continuity of all services and that the services do not affect the quality of the clinical services rendered.

9. Ability to address all technical support needs with just one call to company’s centralized service call center.

10. High quality Up-to-Date documentation available On-Line. The Hospital will be entitled to use free-of-charge company’s web-based Asset Management System to oversee and follow up all services rendered to all biomedical devices including all those under separate service contracts.

11. On-time compliance with the preventive maintenance schedule.

12. Biomedical technicians available for biomedical support. That is, the Hospital will not be affected by vacations, sick periods, training courses, etc.

Fast call response, same day on-site evaluation and minimum turn-around-time. Response time for repairs will be within 24 hours of the initial call; some cases might require up to 48 hours (units reported on a Friday, before a Holiday, unit not available) but these will be coordinated with the hospital; average turnaround time should be no more than 24 hours, this is our metric. Stretchers should be available and cleaned in a designated area for the biomedical technician to repair it in a timely manner.

13. Reduced cost of repairs and repair parts.

14. Increased availability of repair loaners for most biomedical equipment.

14.1. Preventive Maintenance and Repairs, Related Training and Education.

14.2. Priority one contact; two-hour phone response.

14.3. Perform all inspections and maintenance services to ensure the constant readiness of this equipment, it needs to have routine inspection and maintenance performed. This will prolong the product life, reduce the costs of extensive repairs. Most important it will protect patients from injury and ensure they receive the smoothest, fastest care possible in accordance with the following conditions herein located at the VA Caribbean Healthcare System in San Juan in accordance with the following conditions:

14.3.1. Contractor shall develop a maintenance schedule and supply all labor, test instruments, tools, hardware required to perform the evaluations, preventive and the corrective maintenance services.

14.3.2. Perform all inspections and maintenance services in accordance to manufacturer’s service manual instructions and procedures.

14.3.3. Thorough evaluation of equipment’s to detect defective components capable of adversely affecting system performance or the newly installed part. Quotation of additional parts found defective during inspection must be provided.

14.3.4. Most repairs will be completed within three (3) business days Replacement of parts found defective during inspections. Contractor will repair or replace the system component with equal or superior functioning equipment or software with respect to any part of the system that is not properly functioning.

14.3.5. Cleaning, calibration of the stretcher’s scales and adjustment of components to maintain equipment within manufacturer’s specifications, level of performance and accuracy.

14.3.6. Operational tests and Quality Assurance (QA) after the corrective maintenance service to assure level of performance is within specifications.

14.3.7. Contractor must possess any service license keys to properly install the parts, configure and test them for proper performance after the corrective maintenance.

14.3.8. will perform all service during regular business hours, On-site service will be offered between 7AM and end by 3PM, except when a change in hours is requested by the VACHS.

If service is to be continued after 3PM, prior notification needs to be done to COR or his/her designee.

14.3.9. Contractor’s service personnel shall report to the Biomedical Supervisor or his designee when called in to perform the work.

14.3.10. A copy of the service report with a checklist of all tasks performed will be provided to the Biomedical Supervisor or his designee at the end of the service.

14.3.11. Major repairs due to acts of God, renovation of equipment, negligence or misuse, power line fluctuations and computer virus un-attributable to contractor, are not covered by this contract.

14.3.12. Schedule A:

Evaluation for Hospital Stretchers Manufactured by Model SM104, 204 & 304

All fasteners secure

Siderails move and latch properly

Engage brake pedal and push on the stretcher to ensure all casters lock securely

All casters secure and swivel properly

Body restraints working properly

I.V. pole intact and operating properly

Oxygen bottle holder intact and operating properly

Fowler operating and latching properly

Knee Gatch operating properly (optional equipment)

Trendelenburg/Reverse Trendelenburg operating properly

No rips or cracks in mattress cover

Ground chain intact

No leaks at hydraulic connections

Hydraulic jacks holding properly

Hydraulic drop rate set properly

Hydraulic oil level sufficient

Lubricate where required

Accessories and mounting hardware in good condition and working properly

No cables worn or pinched (optional scale system)

All electrical connections tight (optional scale system)

All grounds secure to the frame (optional scale system)

Batteries sufficiently charged (optional scale system)

Display housing intact and not damaged (optional scale system)

Display label intact and not damaged (optional scale system)

Load cells intact and not damaged (optional scale system)

Scale calibrated properly. Recalibrate, if necessary (optional scale system)

14.4. Safety Requirements

14.4.1. The contractor shall take all safety precautions and safety measurement necessary to protect the lives and health of occupants of the building.

15. Delivery/Performance Information

15.1. Preventive and Corrective maintenance services will be provided for the period from Date of award through September 30, 2019, plus four (4) Option years.

15.2. Contractor’s service personnel shall report to the COR prior to starting any work of the system detailed in item 1.2.

15.3. A copy of each service report will be furnished to the COR at the end of each day until the service has been completed.

16. Information and Information Technology Security

5.1 The Certification and Accreditation (C&A) requirements do not apply and a Security

Accreditation Package is not required for this SOW.

17. Access to VA Information and VA Information Systems

5.1 The Certification and Accreditation (C&A) requirements do not apply and a Security

Accreditation Package is not required for this SOW.

18. Competency Requirements

18.1 The contractor shall comply with requirements of The Joint Commission Accreditation of Health Care Organizations (TJC). To comply with TJC requirements the contractor shall provide written confirmation that employees are competent to perform the task as described in the statement of work assigned on this contract. This written confirmation shall specify in which areas each contract employees are competent. Also, evidence of factory training of these employees shall be supplied.

Certification of Competency

(SAMPLE)

This is to certify that ___________________meets all qualification requirements for the services requested, is properly trained, has all applicable credentials and is competent to perform the tasks as described in the statement of work contract.

Signature ____________________________ Date:

Name:

Position Title: Contractor:

General Requirements:

In the VA on-going effort to ensure that all Veterans are provided the highest quality care, it is required that each VA Medical Center meet or exceed the standards of The Joint Commission

(TJC).

The Contractor shall maintain an updated record of all Contract Employee’s educational documents, evaluation methods and qualifications standards; and these records must be available to the Government upon request.

Age: All Contractor employees performing work under this contract shall be a minimum of eighteen (18) years of age or as required by local laws.

All employees shall be literate in English to the extent of reading and understanding printed regulations, detailed written orders, training instructions and material, and shall be able to compose reports which convey complete information.

The Contractor shall provide backup contract employee during the absence (annual leave, sick leave, etc.)

of any of the employees assigned to work under this contract. Backup employees shall comply with the contract regulations and specifications.

Back-up Contract Employees shall be approved by the Government prior to perform services. No employee changes shall be issued without the authorization of the delegated COR.

Upon contract award, Contractor shall provide the name of each Contract Employee assigned to this contract. The Contractor is always responsible to maintain this list updated.

Conduct of Contractor’s Employees: The Contractor shall maintain satisfactory standards of employee competency, conduct, appearance, and integrity, and for taking such disciplinary action against his/her contract’s employees as may be necessary. The Contractor shall require his employees to comply with the instructions, pertaining to conduct and building regulations, issues by duly appointed officials, such as the COR, guards, inspectors, etc.

Appearance: The Government requires a favorable image and considers it to be a major asset of a customer service team; the employee's attitude, courtesy, and job knowledge are influential in creating a favorable image. Uniforms and protective clothing: all contractor personnel working in or around buildings designated under this contract shall wear distinctive uniform clothing.

Disorderly Conduct: use of abusive or offensive language, quarreling, intimidation by words, actions, or fighting shall not be condoned; also included is participation in disruptive activities which interfere with normal and efficient Government operations.

Intoxicants: The Contractor shall not allow any employee to possess, sell, consume, or be under the influence of intoxicants, drugs, or substances that produce similar effects.

Criminal Actions: Contractor’s employees may be subject to criminal actions as allowed by law in certain circumstances and these include, but are not limited to, the following:

Falsification or unlawful concealment, removal, mutilation, or destruction of any official documents or records or concealment of material facts by willful omission from official documents or records.

Unauthorized use of Government property, theft, vandalism, or immoral conduct.

Unethical or improper use of official authority or credentials.

Security violations.

The Government reserves the right to direct the Contractor to remove any employee from the work site for failure to comply with the standards of conduct.

The Contractor shall initiate immediate action to replace such an employee to maintain continuity of services at no additional cost to the Government.

The Contractor shall provide protective equipment and attire to personnel and require employees to use it while performing their duties as necessary.

The Contractor shall comply with all regulations, agency, federal, local, and TJC Standards as applicable.

Security Clearance:

Coverage: The Contractor shall comply with applicable Federal and Commonwealth of Puerto Rico Worker’s Compensation and occupational disease statutes. The contractor shall provide Workers Compensation, Professional liability insurance, Health examinations, Income tax withholding, and Social Security payments.

Meetings: During the term of the contract, it may be necessary to schedule meetings between the Contractor and VA to address areas of concern and provide additional exchange information. Such meetings shall require attendance by the Contractor at no additional charge to the VA. A meeting would only be required if issues could not be resolved via telephone, conference calls or in writing. Location of meeting would be at the VACHS, San Juan, Puerto Rico. Attendees should include, but may not be limited to, the Contractor, Contractor key personnel, Contracting Officer's Representative and the Contracting Officer.

Safety Requirement

The contractor while performing the services described in the statement of work shall take all safety precautions and safety measures necessary to protect the lives and health of their own employees and VA employees, patients and visitors.

Security Requirement

The contractor shall report to Graphic Control and the COR prior to performing the services described in this statement of work. The contractor must be escorted by a VACHS employee while performing the services in the areas listed in paragraph 1 of this statement of work.

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

LANGUAGE

VA INFORMATION CUSTODIAL LANGUAGE:

a. Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

b. If VA determines that the contractor has violated any of the information confidentiality, privacy, and security provisions of the contract, it shall be sufficient grounds for VA to withhold payment to the contractor or third party or terminate the contract for default or terminate for cause under Federal Acquisition Regulation (FAR) part 12.

c. A contractor/subcontractor shall request logical (technical) or physical access to VA information and VA information systems for their employees, subcontractors, and affiliates only to the extent necessary to perform the services specified in the contract, agreement, or task order.

d. All contractors, subcontractors, and third-party servicers and associates working with VA information are subject to the same investigative requirements as those of VA appointees or employees who have access to the same types of information. The level and process of background security investigations for contractors must be in accordance with VA Directive and Handbook 0710, Personnel Suitability and Security Program. The Office for Operations, Security, and Preparedness is responsible for these policies and procedures.

SECURITY INCIDENT INVESTIGATION:

a. The term “security incident” means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor/subcontractor shall immediately notify the COR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/subcontractor has access.

b. To the extent known by the contractor/subcontractor, the contractor/subcontractor’s notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor/subcontractor considers relevant.

c. With respect to unsecured protected health information, the business associate is deemed to have discovered a data breach when the business associate knew or should have known of a breach of such information. Upon discovery, the business associate must notify the covered entity of the breach. Notifications need to be made in accordance with the executed business associate agreement.

d. In instances of theft or break-in or other criminal activity, the contractor/subcontractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The contractor, its employees, and its subcontractors and their employees shall cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The contractor/subcontractor shall cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident, or obtain injunctive relief against any third party arising from, or related to, the incident.

TRAINING:

a. All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete VA Privacy and Information Security Awareness and Rules of Behavior Training before being granted access to VA information and its systems.

(1) Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the Rules of Behavior before being granted access to VA information and its systems.

b. The contractor shall provide to the contracting officer and/or the COR a copy of the training certificates and certification of signing the Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

c. Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until the training and documents are complete.

The Certification and Accreditation (C&A) requirements do not apply and a Security Accreditation Package is not required for this SOW.

PERFORMANCE PERIOD

The period of performance shall be 12 months from date of the contract award, with 4 options for 12 months/year (Base Year + 4 Option Years).

Any work at the Government site shall not take place on Federal holidays or weekends unless directed by the Contracting Officer (CO). (If required, the CO may designate the Contractor to work during holidays and weekends). There are ten (10) Federal holidays set by law (USC Title 5 Section 6103) that VA follows:

Under current definitions, four are set by date:

New Year's Day January 1 Independence Day July 4 Veterans Day November 11 Christmas Day December 25

If any of the above falls on a Saturday, then Friday shall be observed as a holiday. Similarly, if one falls on a Sunday, then Monday shall be observed as a holiday.

The other six are set by a day of the week and month:

Martin Luther King's Birthday Third Monday in January Washington's Birthday Third Monday in February Memorial Day Last Monday in May Labor Day First Monday in September Columbus Day Second Monday in October Thanksgiving Fourth Thursday in November

D. Contract Administration

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity or quality of performance of this contract.

In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

CONTRACT CLAUSES

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 persons 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:

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)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause)

(End of Clause)

VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING

AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

(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)

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)

VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of Commonwealth of Puerto Rico. Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

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

FAR Number Title Date

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

APR 2014

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

JUL 2016

52.232-18 AVAILABILITY OF FUNDS APR 1984

852.203-70…