36C25621Q1383.docx

36C25621Q1383

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

REGGIE CLARK

601-206-7054 07-15-2021 14:30

CDT

00586 Department of Veterans Affairs Network Contracting Office 16

715 South Pear Orchard Road Ridgeland MS 39157

X

339112 1000 Employees

N/A

00586 Department of Veterans Affairs Central Arkansas Veterans Healthcare Sys A&MM Service (90C) 4300 West 7th Street, Research/151, Room Little Rock AR 72205 10N16

715 South Pear Orchard Road Ridgeland MS 39157

Financial Service Center PO Box 149971 Austin TX 78714 9971

See CONTINUATION Page

See Price/Cost Schedule

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

Network Contracting Office 16

715 South Pear Orchard Road Ridgeland MS 39157

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 Service Center PO Box 149971 Austin TX 78714 9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of

STATEMENT OF WORK

1. Introduction

a. The purpose of this request is to purchase a VisualSonics VEVO 3100 Ultra-High Frequency Ultrasound Imaging System; startup and user training; and installation. This is a BRAND NAME ONLY requirement, as the Vevo 3100 is only sold by FUJIFILM VisualSonics Corporation.

b. The VisualSonics Equipment numbers and descriptions for this purchase are as follows:

· VS-20035 - Vevo 3100 Imaging System

· 11948 - M-Mode

· 12127 - Anatomical M-Mode

· 11955 - LV Trace Tool

· 11949 - PW Doppler Mode

· 11950 - PW Tissue Doppler Mode

· 11951 - Color Doppler Mode

· VS-20034 - Vevo LAB Analysis Software

· VS-20005 - 3D-Mode

· 53010 - AutoLV Analysis Software

· 51066 - MX250: 24 MHz MX Series transducer

· 51069 - MX550D: 55 MHz MX Series transducer

· VS-20084 - Vevo Imaging Station 1

· 53610 - Vevo Animal Monitor Mouse Platform

· 53611 - Vevo Animal Monitor Rat Platform

· 51144 - MX/UHFx-Series Transducer Array Holder

· 11233 - Mains AC Power Cord – North America

· 12370 - Vevo System Installation (United States)

· 12353 - Introductory 2-Day On-Site User Training

c. The Salient charactieristics and requirements for this acquisition are as follows:

· System is a stand-alone unit which does NOT require a connection to the internet or access to the “Cloud” for operation.

· System has interactive touch screen.

· System has high spatial resolution (down to 30 microns) to visualize and measure the small anatomical and functional changes in small animal anatomy.

· System has real time Color Doppler (blood flow maps) with a large field of view (12 mmx 12 mm or larger).

· Through the collection of the rodent ECG signal, the system has the ability to trigger image acquisition to a specific time point in the cardiac cycle, allowing visualization and quantification of events that can be missed during standard 2D imaging.

· The system can provide accurate tumor volume data with 3D mode imaging and 3D quantification software.

· The system has patented linear array transducers allowing for the collection of videos at high frame rates (300+ frames per second) of a full view of the mouse left ventricle from apex to base. Transducer specs:

· Broadband, ultra high-frequency linear array, technology (up to 70 MHz)

· Center Frequencies: 15-50 MHz

· Resolution down to 30 μm

· 256 elements

· Field of view (max): 32 mm (width) by 36 mm depth

· The system has Auto LV trace, a separate analysis tool, which is an Artificial Intelligence (AI)-based algorithm that significantly reduces analysis time and inter-operator variability. It also comes with the Vevo Color Software.

· System Imaging Modes: EKV™ Imaging (up to 10,000 Hz). B-Mode. M-Mode / Post-Processing Anatomical M-Mode. Color (Velocity) Doppler Mode / Power Doppler Mode. Digital RF mode. Nonlinear Contrast Mode. CG-Triggered and Respiration Gated Analysis

· System Electronics: Sampling Rate- 128 MHz. Analog Frequency Range- 6-70 MHz. Clock Rate- 200-800 MHz. Receive Channels- 64 (128 w. synthetic aperture). Multiple Dynamic Focal Zones. Max frame rate- 1000 frames/second. Doppler steering ±15°

· Computer Specifications:

· Hardrive 750GB 2.5”, SATA, 7200 RPM drive

· RAM 8GB DDR3 1666MHz

· CPU Intel Core i7-4700 with haswell chipset and onboard video 64bit

· OS Embedded Win 8 64 bit

· Display 19" IPS LCD panel with folding arm

· Standard Outputs USB 3.0 (4), Ethernet, DisplayPort++, 3D Motor, Physiological Data, TX Trig, Trig In, Trig Out in/Trig Out

· Touchscreen 10" IPS LCD panel

· Electrical Specs: AC line voltages of 120 V (5 A), 240 V (2.5 A), 100 V (6 A), 50-60 Hz

· System Weight and Dimensions: Weight 93 kg (205 lbs). Height (with/without monitor) 157.5 cm (62 in)/103 cm (40.5 in). Width 53 cm (21 in) / Depth 67 cm (27 in).

· Certifications: The Vevo 3100 system has undergone testing to comply with: UL 61010-1:2004. CAN/CSA C22.2 No. 61010-1-04. EN 61010-1:2001.

· Vendor must offer on-line technical support for server and phone support.

· Vendor will install and train on operation of system and software and maintenance.

· Ultrasound imaging system will have a one-year warranty with options to purchase service agreements after expiration of warranty.

d. CAVHS requires courteous, highly reliable and trained personnel to provide the installation of this equipment.

e. The location where this equipment needs to be installed is:

VA Medical Center/CAVHS 4300 West 7th Street, Research/151, Room GB-171 Little Rock, Arkansas 72205

2. Scope of Work

Contractor’s Scope of Work shall include but not be limited to the following:

a. Establish a partner-focused working relationship with all applicable CAVHS personnel.

b. Throughout the life of this effort, demonstrate improved performance, reliability, and timely service.

c. Maintain the highest level of service consistent with the CAVHS mission. Be able to provide convincing proof that CAVHS is receiving superior products and service at a fair and reasonable price.

d. On-site setup and installation of the Vevo Imaging System and all purchased accessories.

· Travel and accommodation expenses are included.

· Prices are applicable for installations within Continental USA.

e. Introductory 2-Day On-Site User Training

· 2 consecutive days of in vivo user training.

· Includes an overview of the system’s functionality, care and maintenance and hands-on imaging techniques.

· Additional application or technique-specific training is available upon request.

· Travel and associated expenses are included.

VS will use reasonable efforts to meet any delivery date specified in an order from Customer that has been accepted by VS, but will not be liable for any failure to meet such date. All orders are subject to acceptance by VS either in writing or by shipping Products. A condition of VS' obligation to deliver the Products is its approval of Customer's credit and payment arrangements. Unless otherwise specified in this Agreement, VS will deliver the Products FCA (Incoterms 2010) VS' manufacturing facility, or a third party distribution facility used by VS. Title to and the risk of loss, damage or casualty to the Products transfers to Customer at the time VS delivers the Product to a shipping agent at VS' manufacturing or sales facility, or if Products are being drop-shipped from a third party distribution facility, at the time the distributing party delivers the Products to a shipping agent at the distributing party's facility. Customer is responsible for all transportation costs (including, but not limited to, shipping charges, premiums for freight insurance, inspection fees, customs, duties, import or export fees, assessments, and all other costs incurred in transporting the Products to the shipping destination) and will be responsible for any claims against the carrier arising from or relating to shipment. VS will select the method of shipment and the carrier to be used. All delivery dates and charges are estimates.

Salient Characteristics of VisualSonics VEVO 3100 Ultra-High Frequency Ultrasound Imaging System Unique Features and Performance Characteristics of Instrumentation

1. System is a stand-alone unit which does NOT require a connection to the internet or access to the “Cloud” for operation.

2. System has interactive touch screen.

3. System has high spatial resolution (down to 30 microns) to visualize and measure the small anatomical and functional changes in small animal anatomy.

4. System has real time Color Doppler (blood flow maps) with a large field of view (12 mmx 12 mm or larger).

5. Through the collection of the rodent ECG signal, the system has the ability to trigger image acquisition to a specific time point in the cardiac cycle, allowing visualization and quantification of events that can be missed during standard 2D imaging.

6. The system can provide accurate tumor volume data with 3D mode imaging and 3D quantification software.

7. The system has patented linear array transducers allowing for the collection of videos at high frame rates (300+ frames per second) of a full view of the mouse left ventricle from apex to base. Transducer specs:

· Broadband, ultra high-frequency linear array, technology (up to 70 MHz)

· Center Frequencies: 15-50 MHz

· Resolution down to 30 μm

· 256 elements

· Field of view (max): 32 mm (width) by 36 mm(depth)

8. The system has Auto LV trace, a separate analysis tool, which is an Artificial Intelligence (AI)-based algorithm that significantly reduces analysis time and inter-operator variability. It also comes with the Vevo Color Software.

9. System Imaging Modes: EKV™ Imaging (up to 10,000 Hz). B-Mode. M-Mode / Post-Processing Anatomical M-Mode. Color (Velocity) Doppler Mode / Power Doppler Mode. Digital RF mode. Nonlinear Contrast Mode. CG-Triggered and Respiration Gated Analysis

10. System Electronics: Sampling Rate- 128 MHz. Analog Frequency Range- 6-70 MHz. Clock Rate- 200-800 MHz. Receive Channels- 64 (128 w. synthetic aperture). Multiple Dynamic Focal Zones. Max frame rate- 1000 frames/second. Doppler steering ±15°

11. Computer Specifications:

· Hardrive 750GB 2.5”, SATA, 7200 RPM drive

· RAM 8GB DDR3 1666MHz

· CPU Intel Core i7-4700 with haswell chipset and onboard video 64bit

· OS Embedded Win 8 64 bit

· Display 19" IPS LCD panel with folding arm

· Standard Outputs USB 3.0 (4), Ethernet, DisplayPort++, 3D Motor, Physiological Data, TX Trig, Trig In, Trig Out in/Trig Out

· Touchscreen 10" IPS LCD panel

12. Electrical Specs: AC line voltages of 120 V (5 A), 240 V (2.5 A), 100 V (6 A), 50-60 Hz

13. System Weight and Dimensions: Weight 93 kg (205 lbs). Height (with/without monitor) 157.5 cm (62 in)/103 cm (40.5 in). Width 53 cm (21 in) / Depth 67 cm (27 in).

14. Certifications: The Vevo 3100 system has undergone testing to comply with: UL 61010-1:2004. CAN/CSA C22.2 No. 61010-1-04. EN 61010-1:2001.

15. Vendor must offer on-line technical support for server and phone support.

16. Vendor will install and train on operation of system and software and maintenance.

17. Ultrasound imaging system will have a one-year warranty with options to purchase service agreements after expiration of warranty.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

VS-20035 - Vevo 3100 Imaging System The Vevo 3100 is a new and innovative platform created for the future of imaging. It combines ultra high-frequency ultrasound imaging, quantification and education in a convenient all-in-one touchscreen platform. a) Instrumentation Hardware: - Rolling portable cart and ultrasound unit - Customizable touchscreen user interface - State-of-the-art ultra high-frequency electronics operating up to 70 MHz - Requires MX series ultra high-frequency transducers - Vevo Imaging Starter Kit (10907) - Available in the following AC voltage configurations: 100V, 120V, 230V - Requires MX series ultra high-frequency transducers b) Analytic Software: - Includes Vevo HD Image Technology - Analytic software package for B-mode (2D) image capture and analysis - Cineloop image review, capture and display - Generic measurements and annotations - Data Export: avi, tiff, bmp, gif, raw, csv, DICOM, MP4 - Integrated physiological trace, which includes: Display of ECG, Respiration Waveform and body temperature (for adult rodents) (Requires Advanced Physiological Monitoring Unit (11426)) c) System Specifications - Monitor: 19 inch IPS LCD panel with folding arm - Network: 100Mb Ethernet connection- Storage: 1TB 2.5 inch, SATA, 7200 RPM drive - Touchscreen: 10 inch IPS LCD panel - Standard Outputs: USB 3.0 (4), Ethernet, DisplayPort++

LOCAL STOCK NUMBER: VS-20035

11948 - M-Mode

LOCAL STOCK NUMBER: 11948

12127 - Anatomical M-Mode - Allows user to steer the sample volume to any angle rather than having sample volume in a strict vertical position - Requires M-Mode (11948)

LOCAL STOCK NUMBER: 12127

11955 - LV Trace Tool - Allows tracing of left ventricular walls during systole and diastole, to generate calculations of cardiac function (Cardiac Output, Stroke Volume, Ejection Fraction, etc.) - Compatible with both B-Mode and M-Mode (11948) imaging. - When used in conjunction with an integrated blood pressure signal, provides the ability to analyze Pressure Volume (PV) Loops. - PV Loops require Advanced Physiological Monitoring Unit (11426) and external BP monitoring device with catheter.

LOCAL STOCK NUMBER: 11955

11949 - PW Doppler Mode - Pulsed-Wave Doppler acquisition for blood flow velocity and waveform measurements using advanced digital signal processing techniques.

LOCAL STOCK NUMBER: 11949

11950 - PW Tissue Doppler Mode - Display lower velocity signals like LV muscle for assessment of diastolic dysfunction using advanced digital Signal Processing techniques. - Requires PW Doppler Mode (11949)

LOCAL STOCK NUMBER: 11950

11951 - Color Doppler Mode - 2D and color acquisition for blood flow velocity analysis using advanced digital Signal Processing techniques.

LOCAL STOCK NUMBER: 11951

VS-20034 - Vevo LAB Analysis Software Vevo LAB Workstation. Supports PC-based image analysis, measurement, and annotations for data from Vevo Imaging Systems. - Includes Hardware License Dongle and Installation USB - Requires 64-bit Microsoft Windows 8 or 10 . - Minimum System Requirements: 2 GB of RAM (4 GB is recommended), 2.0 GHz dual core (or faster) processor, 500 GB hard drive (installation requires 1 GB of space), available USB port, video card with minimum resolution of 1024x768 in 32-bit color mode.

LOCAL STOCK NUMBER: VS-20034

VS-20005 - 3D-Mode Volumetric acquisition of tumors and other structures for quantification and assessment. 3D-Mode can be combined with other imaging modes such as Power Doppler and Contrast Imaging Functionality for advanced data acquisition and analysis in various application areas. This package includes the 3D Motor; necessary for volumetric imaging. - Requires Vevo Imaging Station 1 or Vevo Imaging Station 2.

LOCAL STOCK NUMBER: VS-20005

53010 - AutoLV Analysis Software Extends the functionality of the existing LV Analysis option (PN 11955) to create a "oneclick" solution for analysis of PSLAX views of the left ventricle of the rodent heart. Generates the same functional parameters and anatomical measurements as LV Analysis (Cardiac Output, Stroke Volume, Ejection Fraction, Fractional Shortening, etc.). Compatible only with B-Mode, M-Mode, and EKV images of the left ventricle of the rodent heart. Requires: - LV Analysis (PN 11955). - Physiological data (ECG and Respiration signals) from subject animal. Any Vevo Imaging Station configuration which includes the Advanced Physiological Monitoring Unit (THM150) (PN VS-20000) or Vevo eBox (PN VS-20025) is sufficient.

LOCAL STOCK NUMBER: 53010

51066 - MX250: 24 MHz MX Series transducer - Broadband Frequency: 14 MHz - 28 MHz - Applications: rat cardiology and abdominal (less than 400 g), large tumor imaging (up to 23 mm in diameter), all contrast applications. - Max Frame Rate: 367 fps - Image Width: 23 mm, Image Depth: 30 mm - Image Axial Resolution: 75 ?m

LOCAL STOCK NUMBER: 51066

51069 - MX550D: 55 MHz MX Series transducer - Broadband Frequency: 26 MHz - 52 MHz - Applications: high-resolution cardiovascular imaging, mouse abdominal, reproductive, mouse/rat embryology, tumor imaging (up to 14 mm in diameter), mouse vascular, small rat vascular, some abdominal (kidney). - Deep Focal Zone - Max Frame Rate: 557 fps - Image Width: 14.1 mm, Image Depth: 15 mm - Image Axial Resolution: 40 ?m

LOCAL STOCK NUMBER: 51069

VS-20084 - Vevo Imaging Station 1 - Bench-mounted adjustable rail system custom designed for small animal handling, positioning and imaging optimization. - Fully adjustable transducer stand and mount. - Adjustable X, Y, and Z positioning system for Vevo Ball Joint. - Includes one MS, MX / UHFx, or LF Series transducer adaptor. Specify with order. - Includes Short Imaging Ball Joint unit (11179) for easy movement and manipulation of the mounted animal platform. - Includes Vevo Animal Physiology Monitoring System (VS-20083) to monitor subject animal body temperature, ECG, respiration rate, blood pressure (requires external input), and SpO2 (requires external input). - Specify either Mouse Platform (53610) or Rat Platform (53611) with order. - For exclusive use with any preclinical Vevo Imaging System.

LOCAL STOCK NUMBER: VS-20084

53610 - Vevo Animal Monitor Mouse Platform - For stabilization, warming, and monitoring physiology of subject animal. - Includes quick-connect clip (attached to bottom of platform) for mounting to ball joint. - Includes anaesthesia nosecone clip. - Includes rectal temperature probe. - Includes one set of braided stainless steel needle electrodes (for monitoring when subject animal is not affixed to embedded platform electrodes). - For exclusive use with Vevo Animal Monitor Tablet Controller (53609)

LOCAL STOCK NUMBER: 53610

53611 - Vevo Animal Monitor Rat Platform - For stabilization, warming, and monitoring physiology of subject animal. - Includes quick-connect clip (attached to bottom of platform) for mounting to ball joint. - Includes anaesthesia nosecone clip. - Includes rectal temperature probe. - Includes one set of braided stainless steel needle electrodes (for monitoring when subject animal is not affixed to embedded platform electrodes). - For exclusive use with Vevo Animal Monitor Tablet Controller (53609)

LOCAL STOCK NUMBER: 53611

51144 - MX/UHFx-Series Transducer Array Holder Adapter allowing MX/UHFx Series transducers to be used with existing Imaging Stations.

LOCAL STOCK NUMBER: 51144

11233 - Mains AC Power Cord - North America

LOCAL STOCK NUMBER: 11233

12370 - Vevo System Installation (United States) On-site setup and installation of the Vevo Imaging System and all purchased accessories. - Travel and accommodation expenses are included. - Prices are applicable for installations within Continental USA.

LOCAL STOCK NUMBER: 12370

12353 - Introductory 2-Day On-Site User Training 2 consecutive days of in vivo user training. Includes an overview of the system's functionality, care and maintenance and hands-on imaging techniques. - Additional application or technique-specific training is available upon request. - Travel and associated expenses are included.

LOCAL STOCK NUMBER: 12353

Vevo Customer Care: Access to exclusive online video tutorials, webinars, imaging guides/ protocols, software updates, technical/scientific support and more. Telephone and emailbased technical and application support (Mon-Fri, 9am - 5pm) Eastern Time in North America or Central European Time in Europe.

B.3 DELIVERY SCHEDULE

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

STATEMENT OF WORK

CENTRAL ARKANSAS VETERANS HEALTHCARE SYSTEM (CAVHS)

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.

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

[X] 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 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of Provision)

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

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed July 31, 2023.

(End of Clause) C.5 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.6 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.7 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.8 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:

[X] (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,…