36C25620Q0889.docx

36C25620Q0889

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9.

ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE

WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15

CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTA

CHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNAT

URE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25620Q0889 JONATHAN LABITAD jonathan.labitad@va.gov 479-220-1709 08-07-2020 13:00 Department of Veterans Affairs Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703 X X 811219 $22 Million N/A X Department of Veterans Affairs Central Arkansas Veterans Healthcare System 4300 S. 7th Street Little Rock AR 72205 Department of Veterans Affairs Veterans Healthcare System of the Ozarks Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-8972 See CONTINUATION Page Servicing and Maintenance of Medical beds (Hill-Rom and Stryker) units located at the Central Arkansas Veterans Healthcare System (CAVHS).

STATEMENT OF WORK CAN BE FOUND ON ATTACHED DOCUMENTS

SECTION B - CONTINUATION OF SF 1449

BLOCKS

B.3 STATEMENT OF WORK

Period of Performance:

11/01/2020 - 10/31/2025 NOTE: This is a Indefinite Delivery/Indefinite Quantity contract (IDIQ).

See CONTINUATION Page X X Kevin D. Pollard Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C256 Department of Veterans Affairs Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-8972 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Hill-Rom

TOTAL CARE BARIATRIC

Contract Period: Base POP Begin: 11-01-2020 POP End: 10-31-2021

Hill-Rom

TOTALCARE BARIATRIC PLUS (C)

Contract Period: Base

Hill-Rom

TOTALCARE-TREAT SURFACE&SCALE

Contract Period: Base

Hill-Rom

PROGRESSA

Contract Period: Base

Hill-Rom

VERSACARE WITH P500 SURFACE

Contract Period: Base

Stryker Patriot Contract Period: Base

Stryker Patriot S3 Contract Period: Base

Stryker 3005S3 Patriot Contract Period: Base

Stryker

3005S3 EX

Contract Period: Base

Hill-Rom

Contract Period: Option 1 POP Begin: 11-01-2021 POP End: 10-31-2022

Hill-Rom

Contract Period: Option 1

Hill-Rom

Contract Period: Option 1

Hill-Rom

Contract Period: Option 1

Hill-Rom

Contract Period: Option 1

Stryker

Contract Period: Option 1

Stryker

Contract Period: Option 1

Stryker

Contract Period: Option 1

Stryker

Contract Period: Option 1

Hill-Rom

Contract Period: Option 2 POP Begin: 11-01-2022 POP End: 10-31-2023

Hill-Rom

Contract Period: Option 2

Hill-Rom

Contract Period: Option 2

Hill-Rom

Contract Period: Option 2

Hill-Rom

Contract Period: Option 2

Stryker

Contract Period: Option 2

Stryker

Contract Period: Option 2

Stryker

Contract Period: Option 2

Stryker

Contract Period: Option 2

Hill-Rom

Contract Period: Option 3 POP Begin: 11-01-2023 POP End: 10-31-2024

Hill-Rom

Contract Period: Option 3

Hill-Rom

Contract Period: Option 3

Hill-Rom

Contract Period: Option 3

Hill-Rom

Contract Period: Option 3

Stryker

Contract Period: Option 3

Stryker

Contract Period: Option 3

Stryker

Contract Period: Option 3

Stryker

Contract Period: Option 3

Hill-Rom

Contract Period: Option 4 POP Begin: 11-01-2024 POP End: 10-31-2025

Hill-Rom

Contract Period: Option 4

Hill-Rom

Contract Period: Option 4

Hill-Rom

Contract Period: Option 4

Hill-Rom

Contract Period: Option 4

Stryker

Contract Period: Option 4

Stryker

Contract Period: Option 4

Stryker

Contract Period: Option 4

Stryker

Contract Period: Option 4

NOTES:

(1) Orders may be issued by email.

(2) Orders may only be placed by warranted contracting officers of VHA Network Contracting Office 16 (NCO 16).

(3) Orders will be priced based on the price(s) in effect on the date the order is signed by the Contracting Officer

(4) The total guaranteed minimum value of this contract is $4,000.00. The Government makes no other guarantees regarding combined or individual order amounts.

(5) The maximum capacity (value) for this contract, including all orders placed against it is limited to $750,000.00. This amount shall not be exceeded by any individual order, or combination of orders placed.

(6) Neither this contract nor any order placed against it authorize payment of any cancellation charges to the contractor or any other entity, including but not limited to subcontractors.

B.3 STATEMENT OF WORK

Central Arkansas Veterans Healthcare System

A. GENERAL GUIDANCE

1. Title of Project: Servicing and Maintenance Contract for the Medical beds (Hill-Rom and Stryker) units located at the Central Arkansas Veterans Healthcare System (CAVHS) in Little Rock and North Little Rock, AR.

2. Scope of Work: The contractor shall furnish certified/trained personnel, materials, equipment and services including lodging, travel and meals necessary to perform periodic inspections and 24/7 maintenance on the CAVHS Hill-Rom/Stryker medical beds, to include calibrating, adjusting, and replacement of worn or defective parts, and troubleshooting. All equipment servicing and repair shall be performed in accordance with the manufactures guidelines and will be done in accordance with industry standard practices. The contractor shall provide documentation of completed periodic inspections within 24-hours of inspection completion date. All necessary documentation both electronically and manually that meet regulatory guidelines (Joint Commission) must be made available 24/7. The contractor shall provide on-site service Monday through Friday between 7:30am – 4:00pm (except for Federal Holidays) and within 24-hours of a service call being placed. The Contractor shall provide all parts and labor for service calls. The Contractor shall perform recall alert repairs within 48-hours of notification and provide same-day emergency service for the Hill-Rom/Stryker medical beds as required. All parts required to repair the medical beds must be OEM genuine replacement parts, no after-market parts will be accepted unless they meet the same standard as that of OEM parts. Maintenance and/or repairs performed and not covered under this contract must be pre-approved by the Contracting Officer (CO) or Contracting Officer’s Representative (COR). Failure to obtain prior authorization will result in non-payment of charges incurred.

3. Background: The purpose of this contract is to provide maintenance and repairs on the Hill-Rom/Stryker medical beds listed below and owned by CAVHS. The Contractor shall provide all parts, labor, materials, travel and supervision necessary to perform periodic inspections, maintenance, and emergency service to maintain the government-owned Hill-Rom/Stryker medical beds in optimal operating condition. Attachment 1 will list the current models of Hill-Rom beds that CAVHS has currently in operation. Attachment 2 will list the current models of Stryker beds that CAVHS has currently in operation.

Full-Service Maintenance Agreement Includes but not limited to:

✓ Full-time dedicated, trained and qualified biomedical technician

✓ As needed, timely repairs according to manufacturer recommendations

✓ Preventive Maintenance (PM) schedule creation according to manufacturer recommendations

✓ Regulatory Documentation including all PM and Repair Work Orders and regular reporting

✓ Original Equipment Manufacturer (OEM) parts

✓ Initial and regular equipment Inventories

✓ New Inventory Functional Verification Inspections

✓ Regular User/Nurse Training Note: Abuse/misuse of the Hill-Rom/Stryker medical beds from CAVHS will be at no fault of the contractor. Additional parts required deemed by fault of CAVHS employees will be furnished by CVAHS Engineering. Abuse/Misuse will be determined by CAVHS Engineering Technicians and the COR.

Definitions:

The following terms have the following meanings in this scope of work (SOW):

VA Administrative Hours: 7:30 AM to 4:00 PM, Monday through Friday, excluding federal holidays Non-Administrative Hours: 4:01 PM to 7:29 AM, 24 hours on weekends and federal holidays Government: The United States of America Veterans Affairs (VA): Government’s federal agency for which the Government contracts for the services specified herein. VA and Government will be used interchangeably throughout this SOW and contract. Where the term “VA” is used, it shall mean the same as “Government”.

COR: Contracting Officer’s Representative Immediate Replacement is identified as contractor must be on site with new components/parts within 24 hours after the component/part has been brought to the attention of the contractor.

PMRS: Preventive Maintenance (PM) and Repair Services (RS) Government personnel observed Holidays: The Government hereby provides notice and Contractor hereby acknowledges receipt that Government personnel observe the listed days as holidays:

· New Year's Day

· Martin Luther King's Birthday

· President's Birthday

· Memorial Day

· Independence Day

· Labor Day

· Columbus Day

· Veterans Day

· Thanksgiving Day

· Christmas

In addition to the days designated as holidays, the Government observes the following days:

Any other day designated by Federal Statute Any other day designated by Executive Order Any other day designated by the President’s Proclamation

4. Performance Period: 11/01/2020 – 10/31/2025

5. Type of Contract: Firm Fixed Price (FFP)/Indefinite Delivery Indefinite Quantity (IDIQ).

B. CONTRACT AWARD MEETING

The contractor shall not commence performance of the tasks identified in this SOW until the Contracting Officer (CO) has conducted a post-award conference or has advised the contractor that a post-award conference has been waived.

C. GENERAL REQUIREMENTS

1. Contract employees must report to Engineering/Equipment Repair (Building 115/NLR or Room GD114-H/LR) and sign-in upon arrival and sign-out upon departure.

2. Contractor shall provide comprehensive service which includes parts and labor to perform repairs and scheduled Preventative Maintenance (PM) in accordance with manufacturer’s instructions.

3. Technical Support service for equipment for the term of the Agreement to include unlimited calls to the service hotline. Calls related to equipment under contract shall be given priority over non-contracted equipment.

4. All repair parts installed on the equipment must be manufactured by the equipment manufacturer or approved by the equipment manufacturer for use on the equipment. The use of non-OEM is not authorized.

5. Recall Alerts – the Contractor shall provide recall alert monitoring and notification service for the listed equipment and send the information to the COR.

6. The Contractor shall provide the following response times for routine and unscheduled service calls: Requests for routine service shall be responded to within (24) hours. Requests for technical telephone support shall be responded to within (2) hours; Requests for unscheduled repairs shall be responded to within (4) hours of initial phone contact and contractor must be on-site within (24) hours during normal working hours; and same-day service for emergency repairs.

D. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES

TASK ONE: Provide contract employees who are factory trained to maintain and repair the Hill-Rom/Stryker medical beds units owned by CAVHS.

DELIVERABLE ONE: Provide factory trained employees.

TASK TWO: Maintain the CAVHS Hill-Rom/Stryker medical beds units as directed in the manufacturer’s instructions.

DELIVERABLE TWO: Maintain the Hill-Rom/Stryker medical beds units, to include cleaning, calibrating, adjusting, and replacement of worn or defective parts, and troubleshooting.

TASK THREE: Perform services and respond to non-recurring maintenance requests and emergencies as defined in the SOW.

DELIVERABLE THREE: Respond to requests for routine service within (24) hours. Requests for technical telephone support shall be responded to within (2) hours; Requests for unscheduled repairs shall be responded to within (4) hours of initial phone contact from CAVHS and contractor must be on-site within (24) hours during normal working hours; and same-day service for emergency repairs.

E. EVALUATED ADDITIONAL FEATURES

1. Equipment must be maintained to meet the following performance standards:

a. A Field Service Report (FSR) must be generated and a copy given to CAVHS Contracting Officer’s Representative (COR) or designee after each episode of scheduled or emergency maintenance. It is preferred that this be provided electronically if possible.

b. PM’s shall be conducted to meet Manufacturer’s requirements for inspecting, part replacement, part rebuilding, and verifying the proper calibration and settings of the listed equipment.

c. PM frequency shall meet the Manufacturer’s requirements.

F. SCHEDULE FOR SERVICES/PRICING SCHEDULE

1. Hours of Operation: The contractor shall provide on-site service Monday through Friday between 7:30am – 4:00pm (except for Federal Holidays). Requests for routine service shall be responded to within (24) hours. Requests for technical telephone support shall be responded to within (2) hours; Requests for unscheduled repairs shall be responded to within (4) hours of initial phone contact from CAVHS and contractor must be on-site within (24) hours during normal working hours; and same-day service for emergency repairs.

G. CHANGES TO THE STATEMENT OF WORK

The CO is the only individual authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer’s Representative (COR) on all matters pertaining to contract administration. The COR is designated to represent the CO in furnishing technical guidance and advice regarding the work being performed under this contract. The foregoing is not to be construed as authorization to interpret or furnish advice and information to the Contractor relative to the financial or legal aspects of the contract. Enforcement of these segments is vested in and is the responsibility of the CO. Only the CO is authorized to make commitments or issue changes affecting price, quantity or performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the CO, the change shall be considered to have been made without authority and no adjustment shall be made in the contract price to cover any increase in cost incurred as a result thereof.

Invoice and payment information should be sent to:

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin, TX 78714-8971

H. REPORTING REQUIREMENTS

The Contractor shall provide the COR with the following complete and accurate reports:

I. TRAVEL

N/A

J. GOVERNMENT RESPONSIBILITIES

1. The government shall provide the contractor access to the equipment in a timely manner as to not cause any undue delay in servicing or repairing of the equipment.

K. CONTRACTOR EXPERIENCE AND/OR REQUIREMENTS

1. Contract employees shall be factory trained at maintaining and repairing Hill-Rom/Stryker medical beds units and its components of the type belonging to CAVHS. The CO or COR may request proof of this certification prior to authorizing contract employees to service the equipment.

2. Contractor employees shall have safety training, either on-the-job or classroom type training, in the electrical safety outlined in the OSHA Standard 29 Code of Federal Regulations (CFR) 1910 Subpart S – Electrical, and the NFPA 70E – Standard for Electrical Safety in the Workplace. The CO or COR may request training certificates to validate training completion. If no training certificates are available the Contractor shall certify, in writing, that contract employees have met the requirements upon request by the CO or COR.

3. Contractors shall be equipped with all necessary tools, equipment, and Personal Protective Equipment (PPE) to perform the work safely, effectively, and timely. Tools, equipment, and PPE shall comply with the requirements of OSHA Standard 29 CFR 1910, Subpart I, and NFPA 70E.

4. Contractor shall supply contract employees with applicable maintenance and/or repair manuals.

5. Contract employees shall be required to provide the COR with Material Safety Data Sheets (MSDS) prior to bringing any chemicals to the facility for use. The MSDS shall be reviewed and approved by the COR prior to the chemicals being used.

L. CONFIDENTIALITY AND NONDISCLOSURE

1. The Contractor understands and agrees that confidential information (patients, employee, or facility) must be secured and protected at all times. The Contractor and its personnel shall be held liable in the event a breech of confidentiality occurs as a result of the Contractor or its employees. Each contract employee will be required to read and sign the Contractor Rules of Behavior and provide the original signature page to the COR.

M. CONTRACTOR PERSONNEL SECURITY REQUIREMENTS

1. Position Sensitivity: The position sensitivity/risk level has been designated as Nonsensitive/Low Risk.

2. Background Investigation: The level of background investigation commensurate with the required level of access is Minimum.

3. Contractor Responsibilities:

a. Contract employees shall be issued non-PIV badges for physical access only. This requires for contract employees to:

1. Complete fingerprinting at the CAVHS badging station located in building 68 at the North Little Rock, AR campus.

2. Complete the OF306 and have two forms of federally acceptable ID.

3. Successfully complete a SAC background screening.

4. Read/sign Contractor Rules of Behavior and provide original signature page to the COR.

b. The contractor shall pay for lost or missing employee badges issued by CAVHS. The cost for these lost or missing badges will annotated on and deducted from invoice payments.

c. The contractor, when notified of an unfavorable determination by the Government, shall withdraw the employee from consideration from working under the contract.

36C25620Q0889

d. Failure to comply with contractor personnel security requirements may result in termination of the contract for default.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

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

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

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 11/01/2020 through 10/31/2025.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $4,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $150,000.00;

(2) Any order for a combination of items in excess of $750,000.00; or

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 04/30/2026.

(End of Clause)

C.5 VAAR 852.211-72 TECHNICAL INDUSTRY STANDARDS (NOV 2018)

(a) The Contractor shall conform to the standards established by: as to .

(b) The Contractor shall submit proof of conformance to the standard. This proof may be a label or seal affixed to the equipment or supplies, warranting that the item(s) have been tested in accordance with the standards and meet the contract requirement. Proof may also be furnished by the organization listed above certifying that the item(s) furnished have been tested in accordance with and conform to the specified standards.

(c) Offerors may obtain the standards cited in this provision by submitting a request, including the solicitation number, title and number of the publication to:

(d) The offeror shall contact the Contracting Officer if response is not received within two weeks of the request.

(End of Provision) C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

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

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-6 Notice of Total 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) C.8 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

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

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer…