-13544.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NO.

607-18-2-969-0036

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

7. FOR SOLICITATION

36C25218P3213 36C25218Q0556 03-05-2018

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

INFORMATION CALL: Chesak, Thomas 414-844-4813 TIME 03-16-2018

10:00 AM (CST)

9. ISSUED BY CODE

Department of Veterans Affairs Great Lakes Acquisition Center (GLAC)

36C252 10. THIS ACQUISITION IS

SMALL BUSINESS

X UNRESTRICTED OR SET ASIDE: % FOR:

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

115 S 84th Street, Suite 101 HUBZONE SMALL

BUSINESS

Milwaukee WI 53214-1476 SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

NAICS: 511210

SIZE STANDARD:

SMALL BUSINESS 8(A) $38.5 Million

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

13b. RATING

N/A

SEE SCHEDULE

DPAS (15 CFR 700) 14. METHOD OF SOLICITATION

X RFQ IFB RFP

15. DELIVER TO CODE

Department of Veterans Affairs William S. Middleton Memorial Veterans Hospital (MVH) 2500 Overlook Terrace Madison WI 53705-2286

36C252 16. ADMINISTERED BY CODE

Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101

Milwaukee WI 53214-1476

36C252

17a. CONTRACTOR/OFFEROR CODE

PROVATION MEDICAL, INC.

1SMJ7 FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

Department of Veterans Affairs Financial Services Center PO Box 149971

800 WASHINGTON AVE N STE 400

MINNEAPOLIS MN 55401

Austin TX 78714-9971

PHONE:877-353-9791 FAX: 512-460-5540

TELEPHONE NO.612-791-1370 DUNS: 009545D5U5N4S+4:

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Data Acquisition, Storage, and Reporting Software for GI Endoscopy & Pulmonary for the William S. Middleton MVH in Madison, Wisconsin.

Reference PROVATION MEDICAL, INC. quote dated 03/15/2018.

Obligation Number 607-A80037 has been assigned to this purchase order and shall be referenced on all delivery documents, invoices and correspondence.

SEE CONTINUATION PAGES

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

607-3680160-969-820200-3131-A80037 010044158 $226,631.10

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

X 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ONE 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:

K3a0at. iSeIGNVAiTtUtReErOsF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) Katie Vitters (Apr 19, 2018)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

Katie Vitters Apr 19, 2018 Thomas H. Chesak

VA-VHA-SAOC-2016-69A44B8A

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

04/20/2018

04/20/2018

36C25218P1213 / 607-A80037

Table of Contents

SECTION A

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

SECTION B - CONTINUATION OF SF 1449 BLOCKS

SECTION C - CONTRACT CLAUSES

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

2017)

C.2 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

C.3 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (MAY

2011)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.5 52.227-19 COMMERCIAL COMPUTER SOFTWARE LICENSE (DEC 2007)

C.6 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997) . 19

C.7 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

C.9 VAAR 852.211-73 BRAND NAME OR EQUAL (JAN 2008)

C.10 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2012)21

C.11 VAAR 852.246-70 GUARANTEE (JAN 2008)

C.12 VAAR 852.246-71 INSPECTION (JAN 2008)

C.13 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2018)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

See attached document: C03 Addendum

SECTION B - CONTINUATION OF SF 1449 BLOCKS

CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

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

A. CONTRACTOR: PROVATION MEDICAL, INC. (Contractor’s Name) 800 N. Washington Avenue, Suite 400 (Address) Minneapolis, MN 55401-1183 (City-State-Zip)

Hannah Manny / Regional Sales Director (Point of Contact / Title) 612-791-1370 (Phone Number) hannah.manny@wolterskluwer.com (E-Mail Address)

00-954-5554 (DUNS Number) 41-1819816 (Federal Tax ID)

B. GOVERNMENT: Thomas Chesak / Contracting Officer Great Lakes Acquisition Center 115 S. 84th Street, Suite 101 Milwaukee, WI 53295

(414) 844-4813 thomas.chesak@va.gov

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-3, Payment by Electronic Funds Transfer – System for Award Management.

3. INVOICES: Invoices shall be submitted in arrears in accordance with:

a. 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2012).

b. UPON DELIVERY OF ITEMS.

c. Reference PO IFCAP: 607-A80037 on all invoices to avoid delay in payment.

4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically in accordance with 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT

REQUESTS (NOV 2012).

FACSIMILE, E-MAIL, AND SCANNED DOCUMENTS ARE NOT ACCEPTABLE FORMS OF SUBMISSION FOR PAYMENT REQUESTS

For assistance setting up e-Invoice, the below information is provided:

* Tungsten Network e-Invoice Setup Information: 1-877-489-6135.

* Tungsten e-Invoice email: VA.Registration@ob10.com <http://VA.Registration@ob10.com/>.

* FSC e-Invoice Contact Information: 1-877-353-9791.

* FSC e-invoice email: vafsccshd@va.gov <http://va.gov/>.

Vendor inquires: Toll Free Number 1-877-353-9791 / E-mail Address: www.fsc.va.gov/fsc/vendors.htm

SECURITY & PRIVACY CONTROL:

The Certification & Accreditation (C&A) requirements of VHA Handbook 6500.6 do not apply to this requirement; therefore, a Security Accreditation package is not required. No C&A or MOU/ISA is required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security Program.

For installation and/or on-site training (if applicable), contractor must be escorted and accompanied by VA staff always to ensure the VA sensitive information is protected.

If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at 202-461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at 304-262-7733.

SCHEDULE OF SUPPLIES/SERVICES AND PRICES/COSTS

(SF 1449, Continuation of Blocks 19 – 24)

Contractor shall provide the following for the William S. Middleton Memorial Veterans Hospital (MVH) in Madison, Wisconsin. The following items are known to meet the VA’s needs. The offeror shall provide the following brand name or equal items:

Line Item

Item Number Description QTY UNIT

UNIT

PRICE

TOTAL

PRICE

PERPETUAL LICENSED SOFTWARE

0001 SWGI ProVation MD for Gastroenterology 1 EA $55,590.00 $55,590.00

0002 SWPULM ProVation MD for Pulmonology 1 EA $2,354.00 $2,354.00

0003 SWARTGIQuIC GIQuIC Query Tool 1 EA $2,500.00 $2,500.00

0004 SWIFORU HL7 ORU/PDF Export Interface 1 EA $9,000.00 $9,000.00

0005 SWIFORM HL7 Orders Interface 1 EA $9,000.00 $9,000.00

MAINTENANCE

MTGI

ProVation MD for GI Maintenance Period of Performance – Start: T.B.D.

Ends: T.B.D.

YR

$13,342.00

$13,342.00

MTPULM

ProVation MD for Pulmonology Maintenance Period of Performance –

$565.00

$565.00

MTARTGIQUIC

Query Tool for GIQuIC Maintenance Period of Performance –

$600.00

$600.00

MTORU

HL7 ORU/PDF Export Interface Maintenance Period of Performance –

$2,160.00

MTORM

HL7 Orders Interface Maintenance Period of Performance –

PROFESSIONAL SERVICES

SVIFORU

Interfaces Services:

Interface Implementation ORU/PDF Export

EA

$4,000.00

0012 SVIFORM

Interfaces Services:

Interface Implementation Orders 1 EA $4,000.00 $4,000.00

SVPRJMGT

ProVation MD Implementation Services:

Project Management

JB

$5,400.00

SVPMEET

Planning Meeting

$2,400.00

SVDELIV

Software Installation

$3,600.00

$3,600.00

SVINSTL

Go-Live Technical Services

SVIMP

Go-Live Implementation Services

$4,800.00

SVIMP

Services:

On-Site Implementation Services – Follow Up Training

SVPUTRN

On-Site Power User Training

$6,000.00

$6,000.00

SVSATRN

Software Administrative Training

$1,200.00

$1,200.00

SVIFGIPREF

Services:

GI Preferences Implementation Services

SVARTGIQUIC

Additional Implementation Services:

Query Tool for GIQuIC Implementation

$0.00

$0.00

SVOLYDM

Additional Implementation Services:

Olympus EndoWorks Data / Image Migration Services

TRAVEL

0024 TRVTEC Travel Technical 1 EA $4,080.00 $4,080.00

0025 TRVIMP Travel Implementation 1 EA $7,575.00 $7,575.00

ADDITIONAL THIRD PARTY PRODUCTS

0026 ORACLEVBP-PVM Virtual Server Oracle Licensing 1 EA $6,287.00 $6,287.00

0027 ORACLESUPPORT Annual Oracle Support 1 EA $1,194.00 $1,194.00

0028 SYMPHONIA

Symphonia (Interface Enabling Software) 1 EA $1,035.00 $1,035.00

INOGENI –

SDI2USB

INOGENI 3GSDI to USB 3.0 Image Capture Hardware 4 EA $435.00 $1,740.00

0030 BB-USBtoSerial Black Box USB to Serial Converter 4 EA $45.00 $180.00

0031 SVVENDINSTALL

Contractor Hardware Installation Services 1 JB $16,000.00 $16,000.00

DS-RACK-STD

Database Server – Rack Mount (Does Not Include UPS or Tape Backup Unit)

EA

$11,307.34

$11,307.34

0033 AS-RACK-STD Application Server – Rack Mount 1 EA $10,519.36 $10,519.36

0034 TS-RACK Test Server – Rack Mount 1 EA $9,839.04 $9,839.04

0035 MD-IMAGE

PVMD Image Capture Workstation

(HD) 4 EA $2,681.14 $10,724.56

0036 PRINTER-COLOR Color Network Printer 1 EA $878.80 $878.80

Additional Government Discount: $0.00

TOTAL PRICE BASE PERIOD: $226,631.10

Option Year 1 – Period of Performance: T.B.D.:

Period of Performance –

$14,676.00

$14,676.00

Maintenance Period of Performance –

$622.00

$622.00

Period of Performance –

$660.00

$660.00

Maintenance Period of Performance –

$2,376.00

Period of Performance –

TOTAL OPTION YEAR 1: $20,710.00

Option Year 2 – Period of Performance: T.B.D.:

Period of Performance –

$16,144.00

$16,144.00

Maintenance Period of Performance –

$684.00

$684.00

Period of Performance –

$726.00

$726.00

Maintenance Period of Performance –

$2,614.00

Period of Performance –

TOTAL OPTION YEAR 2: $22,782.00

Option Year 3 – Period of Performance: T.B.D.:

Period of Performance –

$17,758.00

$17,758.00

Maintenance Period of Performance –

$752.00

$752.00

Period of Performance –

$799.00

$799.00

Maintenance Period of Performance –

$2,875.00

Period of Performance –

TOTAL OPTION YEAR 3: $25,059.00

Option Year 4 – Period of Performance: T.B.D.:

Period of Performance –

$19,354.00

$19,354.00

Maintenance Period of Performance –

$827.00

$827.00

Period of Performance –

$878.00

$878.00

Maintenance Period of Performance –

$3,162.00

Period of Performance –

TOTAL OPTION YEAR 4: $27,383.00

Continuation of Schedule of Supplies/Services:

The contractor’s commercial license agreement is attached to this Contract/Order as an Addendum in accordance with FAR 12.212(b); however, Federal law and regulations, including the Federal Acquisition Regulations (FAR), shall govern this Contract/Order, to include, without limitation, the Contract Disputes Act (41 U.S.C. § 7101 et seq.), the Anti-Deficiency Act (31 U.S.C. § 1341 et seq.), the Competition in Contracting Act (41 U.S.C. § 3301 et seq.), the Prompt Payment Act (31 U.S.C. §3901 et seq.), Contracts for Data Processing or Maintenance (38 USC § 5725), 28 U.S.C. § 516, and FAR clauses 52.212-4 and 52.227-19, which shall supersede, control, and render ineffective any inconsistent, conflicting, or duplicative provision in the contractor’s commercial license agreement made as an Addendum hereto.

Any changes to this Contract/Order must be made by contract/order modification (Standard Form 30) and shall only be affected by a warranted Contracting Officer. Nothing in this Contract/Order or any commercial license agreement shall be construed as a waiver of sovereign immunity.

Statement of Work:

Background The current operating system, EndoWorks, is at the end of its life. The EndoWorks End User License Agreement with the William S. Middleton MVH prevents other systems from decompiling and decrypting EndoWorks to discover the source code. Olympus provided the William S. Middleton MVH with a reliable and accurate method to migrate their data from the EndoWorks database into a new solution. This system is used for charting endoscopic GI and pulmonary cases in the Ambulatory Surgery Department.

TOTAL PRICE BASE PLUS FOUR (4) OPTION YEARS: $322,565.10

Scope The Contractor shall deliver to the Government a commercially available, off the shelf software (COTS), endoscopy system comprised of software and related hardware (System) that will produce endoscopy clinical procedure documentation. This system shall also include endoscopy image management (i.e. capture and storage of still and video images from the endoscopic equipment, as well as a system for labeling these images). In addition, the system shall generate procedure codes (i.e. CPT) and diagnostic codes (i.e. ICD-10) based upon data input by the clinician. This system shall streamline workflows by giving the ability to capture, store and access patient data for Endoscopic procedures. The system shall have the capability to provide a data repository for storage and maintenance of Endoscopy quality measures to document and improve performance. The technology stores clinician procedure notes as structured data and uses the structured data to organize and generate documentation directed to specific audiences.

The technology provides medical content for Gastroenterology and Pulmonary Medicine.

Inclusion of nursing notes, including pre-procedure assessment, intraprocedural documentation (e.g. medication administration) and post-procedure recovery may be considered as an optional add-on. This system must have the appropriate VA approvals to integrate with the current VA electronic health record such that the procedure report and endoscopic images are incorporated into the patient’s health record.

Specific Tasks Prior to delivery and installation, the contractor is required to contact the facility points of contact (POC) to schedule the installation during a time that will result in the least amount of disruption of services. Those POC’s for the William S. Middleton Memorial Veterans Hospital are as follows:

- 6A Nurse Manager, Sarah Mayne, (608) 256-1901 ext. 17739.

- Biomedical Engineering, Mark Heritage, (608) 256-1901 ext. 11113.

- Maria Albers, Peri-Operative Business Manager, (608) 256-1901 ext. 12216

Upon delivery of all components, they will be uncrated by the contractor in order that the components can be inspected and received by the facility and so that components can be inspected for damage due to shipping.

Once inspection and receipt of the components are complete, the contractor shall deliver the components to the Ambulatory Surgery Department. All packing materials are the responsibility of the contractor to remove from the facility.

Once the components have been delivered to the Ambulatory Surgery Department, the system will be installed on identified VA equipment. Contactor will be required to supply all tools and instruments needed to complete the installation. No VA tools or instruments will be provided.

After installation, the contractor is required to demonstrate that the purchased equipment/system operates as designed by the manufacturer. Once the system is accepted by the Ambulatory Surgery Department Nurse Manager and Biomedical Engineering staff, clinical staff of Ambulatory Surgery Department must be trained.

Contractor shall also provide instructions and contact information regarding service and maintenance issues. This contact information must allow for staff to contact the contractor during normal administrative hours.

Maintenance services will begin once the Licensed Software is installed.

All Items to be delivered to:

Department of Veterans Affairs William S. Middleton MVH 2500 Overlook Terrace Madison, WI 53705-2286

Delivery and installation shall be completed within 365-days ARO. Delivery and coordination of on-site inspection, assembly, and training shall be coordinated with Sarah Mayne – 608-256-1901 ext. 17739 – sarah.mayne1@va.gov. The product(s) will be stored at Contractor’s warehouse until the scheduled delivery is determined. Deliver will be during normal working hours, between 7:30am and 4:00pm, Monday through Friday.

SECTION C - CONTRACT CLAUSES

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

ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data.

To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS

(APR 2014)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C.

4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and FAR 3.908.

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

C.3 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER

(MAY 2011)

(a) Definitions. As used in this clause—

"Postconsumer fiber" means— (1) Paper, paperboard, and fibrous materials from retail stores, office buildings, homes, and so forth, after they have passed through their end-usage as a consumer item, including: used corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards;

and used cordage; or

(2) All paper, paperboard, and fibrous materials that enter and are collected from municipal solid waste; but not

(3) Fiber derived from printers' over-runs, converters' scrap, and over-issue publications.

(b) The Contractor is required to submit paper documents, such as offers, letters, or reports that are printed or copied double-sided on paper containing at least 30 percent postconsumer fiber, whenever practicable, when not using electronic commerce methods to submit information or data to the Government.

C.4 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 5 years.

C.5 52.227-19 COMMERCIAL COMPUTER SOFTWARE LICENSE (DEC 2007)

(a) Notwithstanding any contrary provisions contained in the Contractor's standard commercial license or lease agreement, the Contractor agrees that the Government will have the rights that are set forth in paragraph (b) of this clause to use, duplicate or disclose any commercial computer software delivered under this contract. The terms and provisions of this contract shall comply with Federal laws and the Federal Acquisition Regulation.

(b)(1) The commercial computer software delivered under this contract may not be used, reproduced, or disclosed by the Government except as provided in paragraph (b)(2) of this clause or as expressly stated otherwise in this contract.

(2) The commercial computer software may be—

(i) Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred;

(ii) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative;

(iii) Reproduced for safekeeping (archives) or backup purposes;

(iv) Modified, adapted, or combined with other computer software, provided that the modified, adapted, or combined portions of the derivative software incorporating any of the delivered, commercial computer software shall be subject to same restrictions set forth in this contract;

(v) Disclosed to and reproduced for use by support service Contractors or their subcontractors, subject to the same restrictions set forth in this contract; and

(vi) Used or copied for use with a replacement computer.

(3) If the commercial computer software is otherwise available without disclosure restrictions, the Contractor licenses it to the Government without disclosure restrictions.

(c) The Contractor shall affix a notice substantially as follows to any commercial computer software delivered under this contract:

Notice—Notwithstanding any other lease or license agreement that may pertain to, or accompany the delivery of, this computer software, the rights of the Government regarding its use, reproduction and disclosure are as set forth in Government Contract No. .

C.6 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION

(JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

C.7 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

C.8 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

The bidder or offeror agrees that if a contract is awarded to him/her, as a result of this solicitation, he/she will not advertise the award of the contract in his/her commercial advertising in such a manner as to state or imply that the Department of Veterans Affairs endorses a product, project or commercial line of endeavor.

C.9 VAAR 852.211-73 BRAND NAME OR EQUAL (JAN 2008)

(Note: as used in this clause, the term "brand name" includes identification of products by make and model.)

(a) If items called for by this invitation for bids have been identified in the schedule by a "brand name or equal" description, such identification is intended to be descriptive, but not restrictive, and is to indicate the quality and characteristics of products that will be satisfactory. Bids offering "equal" products (including products of the brand name manufacturer other than the one described by brand name) will be considered for award if such products are clearly identified in the bids and are determined by the Government to meet fully the salient characteristics requirements listed in the invitation.

(b) Unless the bidder clearly indicates in the bid that the bidder is offering an "equal" product, the bid shall be considered as offering a brand name product referenced in the invitation for bids.

(c)(1) If the bidder proposes to furnish an "equal" product, the brand name, if any, of the product to be furnished shall be inserted in the space provided in the invitation for bids, or such product shall be otherwise clearly identified in the bid. The evaluation of bids and the determination as to equality of the product offered shall be the responsibility of the Government and will be based on information furnished by the bidder or identified in his/her bid as well as other information reasonably available to the purchasing activity. CAUTION TO BIDDERS. The purchasing activity is not responsible for locating or securing any information that is not identified in the bid and reasonably available to the purchasing activity. Accordingly, to insure that sufficient information is available, the bidder must furnish as a part of his/her bid all descriptive material (such as cuts, illustrations, drawings or other information) necessary for the purchasing activity to:

(i) Determine whether the product offered meets the salient characteristics requirement of the Invitation for Bids, and

(ii) Establish exactly what the bidder proposes to furnish and what the Government would be binding itself to purchase by making an award. The information furnished may include specific references to information previously furnished or to information otherwise available to the purchasing activity.

(2) If the bidder proposes to modify a product so as to make it conform to the requirements of the Invitation for Bids, he/she shall:

(i) Include in his/her bid a clear description of such proposed modifications, and

(ii) Clearly mark any descriptive material to show the proposed modifications.

(3) Modifications proposed after bid opening to make a product conform to a brand name product referenced in the Invitation for Bids will not be considered.

The clause entitled "Brand name or equal" applies only to the following line items:

All

C.10 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT

REQUESTS (NOV 2012)

(a) Definitions. As used in this clause—

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

(2) Designated agency office has the meaning given in 5 CFR 1315.2(m).

(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.

(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. (See Web site at http://www.fsc.va.gov/einvoice.asp.)

(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).

The X12 EDI Web site (http://www.x12.org) includes additional information on EDI 810 and 811 formats.

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

(e) Exceptions. If, based on one of the circumstances below, 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.

C.11 VAAR 852.246-70 GUARANTEE (JAN 2008)

The contractor guarantees the equipment against defective material, workmanship and performance for a period of not less than 12-months, said guarantee to run from date of acceptance of the equipment by the Government. The contractor agrees to furnish, without cost to the Government, replacement of all parts and material that are found to be defective during the guarantee period. Replacement of material and parts will be furnished to the Government at the point of installation, if installation is within the continental United States, or f.o.b. the continental U.S. port to be designated by the contracting officer if installation is outside of the continental United States. Cost of installation of replacement material and parts shall be borne by the contractor.

C.12 VAAR 852.246-71 INSPECTION (JAN 2008)

Rejected goods will be held subject to contractors order for not more than 15 days, after which the rejected merchandise will be returned to the contractor's address at his/her risk and expense. Expenses incident to the examination and testing of materials or supplies that have been rejected will be charged to the contractor's account.

(End of Addendum to 52.212-4)

C.13 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on…