36C25621Q1306.docx

36C25621Q1306

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25621Q1306 James Rasco 318-466-4633 07-22-2021 3:00

CDT

00502

ALEXANDRIA VA HEALTH CARE SYSTEM

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA

LA

71306-9004 X X 334118 1000 Employees N/A X 00502

DEPARTMENT OF VETERANS AFFAIRS

00502

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

2495 SHREVEPORT HIGHWAY

PINEVILLE

LA

71360-4004

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically

1-877-489-6135 See CONTINUATION Page This solicitation is a Request for Quotations (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2021-05 Dated 03/10/2021.

This solicitation is set aside 100% for Service-Disabled Veterans Owned Small Businesses (100% SDVOSB set aside).

The Overton Brooks VAMC in Shreveport LA is in need of an upgrade to the current Pinnacle Professional server based treatment planning system.

See CONTINUATION Page X 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

ALEXANDRIA VA HEALTH CARE SYSTEM

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA LA 71306-9004

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.

FSC e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp Invoice Setup Information 1-877-489-6135 invoice must be submitted electronically ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Statement of Work

Title of Project: Upgrade to Pinnacle Professional Server

Scope of Work:

Contractor shall furnish including but not limited to all labor, materials, parts, equipment, tools, transportation, and supervision to provide the Overton Brooks VA Medical Center (OBVAMC), at 510 East Stoner, Shreveport, LA 71101, with an upgrade to the current Pinnacle Professional server based treatment planning system. The Contractor shall provide all necessary services including setup, configuration, database transfer and installation to get the specified equipment working properly. The Contractor shall provide all necessary training to the designated VA employees on how to use the installed equipment after completion of installation. The equipment, all of its accessories, and supplies that come with the equipment shall be brand new. All work shall be done in a first-class manner. The equipment, all necessary services related to removal, mobile unit usage, setup, configuration, installation, and training services are hereinafter collectively referred as “Deliverables”. All Deliverables shall be delivered based on an agreed schedule of work after award, preferably within six months and as free on board (FOB) destination. The contractor must be an authorized Philips distributor.

Background:

The hardware for a treatment planning system is periodically replaced with more powerful and faster ones when new versions of the software are released. These treatment planning systems usually come in the form of computer workstations that independently compute the dose for a radiation treatment plan. With a server-based system, plans will be computed on the server that is more robust and bigger than an individual workstation. A server-based system would also allow for a simple and low-cost upgrade in terms of computing power and data storage. Commissioning and QA for treatment planning system is much simpler on a server-based system than to have to do it for every single workstation.

New software features such as 1) Personalized planning improve the quality of the treatment planning process with personalized, patient-specific goals integrated into the therapy plan from the start. The creation of patient-specific, personalized therapy plans helps, improve the planning workflow by reducing trial and error. 2) Automation with intelligent algorithms provide consistency to all users. By increased consistency of plan quality, regardless of the planner’s experience level, automated planning produces plans that are preferred by physician with and significant reductions in dose for many normal organs at risk (OARs). 3) Optimized performance that quickly achieves clinically deliverables, personalized therapy plans with fast optimizations and an efficient user interface. The speed of optimization is critical in workflow as it allows for an iterative approach to improve plan quality. Pinnacle Evolution features proprietary optimization to improve speed performance.

Performance Period:

The contractor shall complete the work required under this SOW over a 2 day or less period.

Product Specifications and Features:

The system (listed below), all of its accessories, auxiliaries, parts and supplies shall be brand new (No refurbished products will be accepted):

· Part #: FNA5095; Quantity: 1; Description: Pinnacle3 Offsite Virtual; Clinical Education Program for Oncology Pinnacle3 Personalized Planning

· Pinnacle3 One Day Virtual Offsite: Philips will provide virtual training for one (1) dosimetrist or physicist to attend a one (1) day virtual course, as selected by customer. Virtual courses consist of didactic lecture and educational demonstrations. Customer to select attendance to one (1) course; Pinnacle3 Level I Basic Planning, Pinnacle3 Level II Applied/IMRT or Pinnacle3 Level III Auto Planning. Each course contains remote lectures and in-depth demonstrations of the Pinnacle planning system. Course agenda will be provided at time of scheduling.

· Pinnacle3 Personalized Planning Onsite: Clinical Application Specialists will provide twenty-four (24) hours of Pinnacle Personalized Onsite Education for up to three (3) Radiation Oncology staff members, selected by customer, who are experienced in basic 2D and 3D planning on Pinnacle. Training will include advanced IMRT and VMAT planning if applicable. The use of Treatment Techniques and Feasibility will also be covered. CEU credits are available for this activity if Guidelines are closely followed, which will be provided to you during the scheduling process. Note: Philips personnel are not responsible for actual patient contact or operation of equipment during education sessions except to demonstrate proper equipment operation. Cancellation/rescheduling policy strictly enforced. Note: It is highly recommended that at least 1 Day Virtual training is attended prior to the Onsite training.

· Special Note: 1) The North America Clinical Education Specialists for oncology are a team of Certified Medical Dosimetrists with expert level knowledge of the Pinnacle3 product, radiotherapy treatment planning and CT simulation. 2) Education expires one (1) year from equipment installation date.

· Part #: NRTE773; Quantity: 1; Description: Concurrent User, 10 Licenses

· Part #: NHSA010; Quantity: 1; Description: HSOP 1N PTP; HealthSuite On Premises Single-Node, 1U (HPE DL360 Gen10) Server

· CPU (x2): 18 Cores each, 72 threads total, each node

· RAM: 384GB, each node

· Direct Attached Storage (DAS): 3.2TB

· Windows 2016 R2 STD 64

· RHEL Server 7.8 (Radiation Oncology Applications)

· Network ports: 2 (10GB)

· Part #: NHSA201; Quantity: 1; Description: PROS

· Part #: FRT1682; Quantity: 1; Description: Pinnacle SW IB UPG Base; Pinnacle Evolution software license for HealthSuite On Premise (HSOP) Single Node (1N), or multi node (3N+) configurations

· Pinnacle Base License enables an efficient workflow from simulation to 3D treatment planning with the following capabilities included:

· Image Review, Manual and Automatic Rigid Fusion Registration (Syntegra)

· Manual and Model Based (MBS) Target and Organ-At-Risk Contouring and Segmentation tools

· Simulation & Beam Placement (AcQSim)

· Stereotactic Planning

· 3D Conformal Dose Computation

· Auto Plan

· Dynamic Planning

· Remote access software approved by Veterans Affairs IT Department

· DICOM support for send, receive, and storage of:

· CT, NM, MR, and PET images, RT Plan, Structure, and Dose objects

· Please refer to DICOM Conformance Statement for more detail.

· Image Review, Manual and Automatic Rigid Fusion Registration

· Image review with slice and volume navigation display for CT, MR, NM, and PET DICOM images

· Automated multi-modality image registration on two or more image data sets

· Manual and point based image registration tools

· Automated image-based registrations algorithms include:

· Mutual information,

· Cross correlation, and

· Local correlation

· Define a volume of interest within the primary and each secondary data set to be utilized during the automated registration process (bounded box)

· Designate multiple secondary image sets as "movable" to a single fixed primary image set allowing simultaneous registration of multiple image sets

· Advanced PET visualization including thick slices, SUV values (Philips ONLY),

· Advanced image color maps and both logarithmic and exponential window/level algorithms

· Create image cut planes, annotations, user or predefined window/level settings, and bone, skin and internal anatomy renderings for presentations

· Target and Organ-At-Risk Contouring and Segmentation

· Basic Contouring Tools

· Enable manual creation of structures for organ segmentation with

· Point based, paintbrush, freehand, and interpolation segmentation tools

· Semi-Automated Contouring

· Contour Interpolation Algorithm

· Automated Uniform and Non-Uniform Margin

· Automatic ROI expansion

· Model Based Segmentation (MBS)

· Automated 3D model-based segmentation

· Extensive library of pre-defined models and organ structures

· Create and add models to an initial organ/structure library

· Drag-and-drop models on CT images

· Automated model adaptation to CT datasets

· Interactive manipulation of 3D models

· Propagate and adapt models to secondary CT datasets

· Move, scale and rotate and edit models in 3D

· Simulation & Beam Placement

· Automatic import of patient demographics from DICOM CT image data

· 3D and Volumetric Reconstruction

· Virtual Simulation

· Beam placement tools

· Stereotactic Planning

· Provides tools for automatic detection of stereotactic localization frames (including angio frames), that utilize the following coordinate systems:

· BRW

· Fischer

· Compass

· Leksell

· Small field stereotactic dose calculation algorithm for dose calculation of coplanar and noncoplanar arcs.

· Stereotactic physics data entry and interactive modeling utilities.

· 3D Conformal Dose Computation

· Create 3D Conformal Radiotherapy Plan (CRT) with

· Fast

· Adaptive

· Collapsed Cone Convolution (CCC)

· Plan evaluation using biological parameters:

· Tumor Control Probability (NCP)

· Normal Tissue Complication Probability (NTCP)

· Biological Trend

· EPID QA Plan creation capabilities

· Dynamic Planning

· Assess, adapt, and re-plan with Deformable Image Registration (DIR)

· Robust rigid and deformable (Demons) Registration Tools and algorithms

· Limit the registration volume to a user selected anatomy improve registration accuracy with bounding box tool

· Reduce deformation irregularities with smoothing algorithms.

· Transfer complete plan parameters, such as prescription, beam set up, to new image sets with minimal user intervention,

· Option to propagate contours from original plan

· Review multiple CT, cone beam CT images (CBCT), and plans across multiple time points

· Accumulate and deform dose including multi-modality delivery types (SRS, brachytherapy, electron, photon)

· Qualitative and quantitative tools for image registration QA

· Capture Approval/Rejection of a completed registration

· Evaluate organ movements and changes in tumor size

· Scale previously delivered dose during dose compositing with the new plan dose.

· DICOM support includes:

· CT, NM, MR, and PET images

· RT Plan, Structure, and Dose

· A DICOM Conformance Statement will be provided upon request

· Pinnacle Evolution Conventional Planning requires the following minimum specifications:

· HealthSuite On Premise (HSOP) Single Node (1N), or multi node (3N+) configurations.

· Part #: FRT1689; Quantity: 1; Description: Personalized VMAT/IMRT 1N Planning

· The Pinnacle Evolution “Personalized Planning” includes the following capabilities:

· Feasibility assessment

· Automated Planning tools

· Philips proprietary optimization for IMRT or VMAT planning

· Plan evaluation scorecards

· The Pinnacle Evolution “Personalized Planning” enables an efficient workflow defining feasible, personalized patient goals at the start of the planning process and then creates a treatment plan with automated planning algorithms and proprietary optimization in one integrated, easy to use, user interface:Integration with functionality found in the “Pinnacle Base License”

· Select a pre-defined or user defined treatment technique for that patient with standard OAR goals

· Review Feasibility Assessment to determine a patient’s personalized optimization goals based their unique anatomy and relationship of the target volume to the Organs at Risk (OARs)

· Drive proprietary automated planning algorithms with feasible goals to create VMAT or IMRT therapy plans.

· Undo/redo for manually added goal parameters

· Normal Tissue Dose Control

· Target dose transitions to either other targets or proximal OARs

· Progressive algorithms that utilizes Integrated Goal Tuning

· Adjust manually, individual goals if needed, in a completed Personalized Plan to further refine plan quality (Warm Start)

· Review results with a Scorecard of pre-defined, customized benchmarks or with sample scorecards based on select RTOG protocols

· Includes “Conventional Planning” workflow for VMAT or IMRT delivery:

· Manual setting or user defined Protocols

· Selectable prescription to be optimized, dose from additional prescriptions are considered as background dose

· Iterative review and manual changes to dose plan after each optimization

· Undo/redo for manually added objective parameters

· Manual creation of ring, hot/cold spot and other tuning structures

· Investigate plan quality with advanced evaluation tools integrated within the same planning interface

· DVH zoom tools

· Point and click to return DVH statistics

· Side by side isodose distribution and DVH comparison

· Navigate with one click to maximum or minimum point of target or OAR

· Cine display of control points

· IMRT Treatment Optimization

· Philips proprietary IMRT optimization:

· Beam and segment weight based optimization algorithms

· General Equivalent Uniform Dose (gEUD) based biological optimization

· Dose or dose-volume based treatment objectives

· Direct optimization of MLC leaf position

· Combine forward and inverse plans to form a composite plan of the entire patient treatment

· Define minimum MU, minimum segment area, length and width of control point, and number of control points

· Compute dose at specified depth for QA check of optimized plan

· Transfer beam parameters from an optimized plan to a user-defined QA phantom

· Save and recall standard or custom-made QA phantom geometries

· EPID QA Plan creation capabilities

· User defined parameters for IMRT or VMAT planning

· Dose grid size,

· Dose grid resolution (2.0 to 4.0 mm)

· Define patient/air threshold to limit ray tracing start

· Remove couch plane

· Use either relative or absolute patient set up information

· Link individual CT scanner to specific CT/density tables

· Part #: NRTE765; Quantity: 1; Description: P18 Software Kit

Delivery, Work Hours and Coordination with OBVAMC for Setup & Training Services:

Delivery Timeframe: All Deliverables shall be completed based on a schedule of work provided after award, preferably within six months of Contractor’s receipt of a delivery task order from the Contracting Officer.

Shipping and Handling: Contractor shall be responsible for the shipping and handling of all the equipment.

Work Hours: All work and delivery shall take place during clinical hours (Monday through Friday, 8:00 am to 4:30 pm excluding weekends and federal holidays). Federal holidays include the following: New Year’s Day, Washington’s Birthday, Martin Luther King’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving, Christmas, and any days declared by the Government as holidays.

Coordination with OBVAMC for Equipment Installation and Training Services: Contractor shall be required to coordinate with the OBVAMC Contracting Officer’s Representative (COR) (to be determined after the award of the delivery task order) for scheduling the setup and training services.

Testing and Certification:

Upon completing installation of the system, the Contractor shall notify the COR in writing that the system is ready for acceptance testing, and that it meets all requirements as specified. Submission of this notification of system readiness shall be accomplished by the contractor prior to the beginning of the scheduled Government Acceptance Test.

Government Acceptance Test:

Contractor shall perform the Government Acceptance Test in the presence of the OBVAMC Physicist(s) for proof-of-performance. The Government Acceptance Test shall be performed at a mutually agreed date and time. Upon completing the Government Acceptance Test successfully, Contractor shall document the success of this Government Acceptance Test and furnish a copy to the COR before Contractor’s Representative departs the VA premises. Payments can be withheld until final acceptance by the Government.

Warranty Repair Service:

Minimum of a 90-day warranty for hardware

Equipment Manuals:

The Contractor shall furnish User Manual and reference guides for the specified equipment.

Product Modification, Removal or Recall:

If any product awarded under this solicitation requires modification, is removed or recalled by the Contractor or manufacturer, or if any required modification, removal or recall is suggested or mandated by a regulatory or official agency, the following steps will immediately be taken by the Contractor or manufacturer:

1) Notify the Contracting Officer, in writing, by the most expeditious manner possible. Provide two copies of the notification which shall include, but not be limited to the following:

a. Complete item description and/or identification, order numbers from customers, and the contract number assigned as a result of an award on this solicitation.

b. Reasons for modifications, removal, or recall.

c. Necessary instructions for return for credit, replacement, or corrective action.

2) Provide the above information to all agencies and VA Facilities who purchased the product. The Contracting Officer shall be provided a copy of the notification in b. above, and a list of all agencies and/or VA facilities notified

3) Contractor shall be responsible for any costs associated with the above.

The C&A requirements do not apply, and a Security Accreditation Package is not required.

Invoice and Payment:

Contractor shall invoice the OBVAMC in arrears only after the completion of all Deliverables identified in this Statement of Work.

Vendor Electronic Invoice Submission Methods:

Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

1) VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

2) A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI). The X12 EDI Web site (http://www.x12.org).

Vendor e-Invoice Set-Up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

· Tungsten e-Invoice Setup Information: 1-877-489-6135

· Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com

· FSC e-Invoice Contact Information: 1-877-353-9791

· FSC e-invoice email: vafsccshd@va.gov

Payments will be made in accordance with the Prompt Payment Act out of the Government annual appropriated funds obligated in a task order which will be issued after the contract is awarded.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

HSOP 1N PTP

LOCAL STOCK NUMBER: NHSA010

PERSONALIZED VMAT/IMRT 1N

LOCAL STOCK NUMBER: FRT1689

B.3 DELIVERY SCHEDULE

1.00

1.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

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

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the Contractor to protect proprietary information as required by FAR 9.505-4, Obtaining access to proprietary information, paragraph (b). The Contractor is required to cooperate fully and make available any records as may be required to enable the Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.4 VAAR 852.247-71 DELIVERY LOCATION (OCT 2018)

Shipment of deliverable items, other than reports, shall be to:

(End of Clause)

C.5 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(End of Clause)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021) (JUL 2020) (DEVIATION)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

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

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

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

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business…