36C25624Q0972_1.docx

36C25624Q0972

GENERAL INFORMATION

Network Contracting Office 16

1515 Poydras Street New Orleans LA, 70119

POINT OF CONTACT*

Contract Specialist Christopher Rossi christopher.rossi2@va.gov

PLACE OF PERFORMANCE

(SLVHCS)

2400 Canal Street

New Orleans LA

ADDITIONAL INFORMATION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

This is a COMBINED SYNOPSIS/SOLICITATION for commercial items prepared in accordance with format in Subpart 12.6- Streamline Procedures for Evaluation and Solicitation for Commercial Item. This solicitation is issued under authority of FAR 13, Simplified Acquisition Procedures, and the conduct of the procurement will be in accordance with FAR Parts 12 and 13 or some combination thereof.

The solicitation number is 36C25624Q0972 and is issued as a Request for Quotation (RFQ).

The proposed contract action is for Sakura Finetek Tissue-Tek equipment servicing for Southeast Louisiana Veterans Health Care System (SLVHCS), LA for which the Government intends to solicit competitive quotes. Interested persons may submit quotes, and all eligible quotes must be received prior to the response date listed on Contract Opportunities to be considered by the Government. This solicitation is Unrestricted.

Applicable NAICS: 541519 Other Computer Related Services

This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2022-08. Only emailed requests received directly from the requester will be accepted.

RESPONSES ARE DUE Friday, June 14, 2023, by 01:00 PM Central Standard Time (CST). Quotes are due electronically to christopher.rossi2@va.gov no later than the response date listed on Contract Opportunities. Only electronic quotes will be considered.

Phone calls will not be accepted, all questions and or concerns must be submitted via email to Christopher.rossi2@va.gov NLT 1:00 PM Central Standard Time (CST) on June 14, 2024.

Point of contact for this solicitation is Christopher.rossi2@va.gov.

All Inquires must be submitted electronically.

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

Combined Synopsis/Solicitation Notice

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.

UEI:

EFT:

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. SIGNAT

URE OF OFFEROR/CONTRACTOR

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

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

629-24-3-036-0843 36C25624Q0972 05-31-2024 Christopher Rossi christopher.rossi2@va.gov 06-14-2024 1pm

CDT

Department of Veterans Affairs Network Contracting Office 16 1515 Poydras Street New Orleans LA 70119 X X N 541519 $34 Million N/A X Department of Veterans Affairs Southeast Louisiana Veterans Healthcare System (SLVHCS) 2400 Canal Street New Orleans LA 70112 Department of Veterans Affairs Network Contracting Office 16 1515 Poydras Street New Orleans LA 70119

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

See CONTINUATION Page Non-personal Services: This effort is to support the continuous operation of Sakura Finetek Tissue-Tek equipment at Southeast Louisiana Veterans Health Care System (SLVHCS).

The contractor shall provide all items and personnel necessary to perform contract as defined in the Performance Work Statement/Statement of Work.

See CONTINUATION Page X X X X David Bourgeois Contract Officer Page 1 of Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

See continuation page

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR: Christopher Rossi Christopher Rossi Christopher.rossi2@va.gov

b. GOVERNMENT: Contracting Officer 36C256 David Bourgeois Department of Veterans Affairs Network Contracting Office 16

1515 Poydras Street New Orleans LA 70119

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.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of Page 1 of Page 1 of Performance Work Statement Sakura Finetek Southeast Louisiana Veterans Health Care System New Orleans, LA

3.1.1 The proposed contract shall include a service plan to furnish all parts and labor to support and maintain in good working condition the Tissue-TeK equipment at SLVHCS for a period of 12 months during the hours of operation from 8:30am-4:30pm Monday-Friday excluding federal holidays. The systems covered are as follows:

All materials and services provided shall be in accordance with the OEM specifications and guidelines. During schedule service intervals, all parts including batteries and accessories shall be replaced at no additional cost to the Government. Unscheduled and scheduled travel are included as part of the service contract. The Scope of Work includes the following items:

3.2 Place of performance: Pathology, Southeast Louisiana Veterans Health Care System (SLVHCS), 2400 Canal Street, New Orleans, LA, 70119

3.3 Hours of operation: Pathology – 6:30 AM to 7:30 PM.

3.4 Requests for services shall be made via telephone or email by authorized VA Clinical Engineering personnel, the Contracting Officer, or other authorized VA designee only.

3.5 All work shall be approved prior to commencement.

3.6 Work shall not be considered complete until accepted by an authorized VA designee. Contractor shall only be paid for work that has been completed during the performance period of the contract. Contractor cannot be paid (and should not invoice for work/services that have not been scheduled or completed).

3.7 All work shall be coordinated through an authorized VA designee. Access to VA space must be coordinated and approved by VA Pathology personnel and/or VA Clinical Engineering personnel (or designee) prior to the beginning any work that is to be performed.

4. Period of Performance:

5. DELIVERABLES

5.1. Contractor shall furnish all parts, maintenance kits, consumable and expendable items, and supplies necessary to perform scheduled and unscheduled maintenance on the equipment. All materials and services provided shall be according to the OEM specifications and guidelines. During scheduled service intervals, all parts including new batteries and accessories shall be replaced at no additional cost.

5.2 “Punch List” of Required Deliverables (see below):

DELIVERABLE #1:

SOFTWARE UPDATES:

Software updates and patches as necessary to maintain full functionality of the installed system. All software updates shall be installed by the contractor to current OEM specifications during the performance period of the contract at no additional cost to the government. Before installation/configuration, applicable software must be validated by the Clinical Engineering Department (or other appropriate departments/individuals) to ensure that such software conforms to the agency’s architecture and accessibility standards. Installation processes must comply with security, privacy, and safety requirements per VA standards, policies, and directives set forth. OEM software updates must meet all requirements of VA Handbook 6500 and Directive 6550. Before initiating OEM updates the contractor shall coordinate with one or more of the following parties if necessary: Clinical Engineering Department, COR, Information Security Officer (ISO).

DELIVERABLE #2:

PARTS:

Only new, standard parts shall be furnished by the contractor. All parts shall meet current manufacturer standards and have versatility with presently installed equipment. All replacement parts become the property of the Government once installed by the contractor. Replacement parts are to be disposed of by the Contractor after obtaining approval from the Contracting Officer’s Representative. Replaced parts are to be disposed by the Contractor after obtaining approval from the Contracting Officer's Representative (COR).

DELIVERABLE #3:

SCHEDULED SERVICES:

Contractor shall perform the Original Equipment Manufacturer (OEM)'s Scheduled Periodic Manufacturer's Certification, electrical safety checks, and software updates on the equipment. Scheduled travel is included as part of the service contract. The contractor shall account for all travel expenses associated with the completion of the requested tasks. Anticipated travel costs associated with the execution of the service plan(s) on the equipment shall be included in the total cost of the service plan(s). The Contractor’s technical service representative shall contact Clinical Engineering and the COR at least three (3) weeks prior to the recommended scheduled maintenance date to plan/coordinate the required work that is to be performed. All services shall be performed during normal business hours unless an alternate work schedule has been approved by Clinical Engineering and/or the COR. Normal business hours for Pathology are from 6:30 AM to 7:30 PM. Required services contained within the service plan on the equipment shall be delivered on a continual basis during the performance period of the contract. Required maintenance services and 24-7 support services (24 hours a day, 7 days a week) shall be provided as needed or as requested by the government.

DELIVERABLE #4:

UNSCHEDULED SERVICES:

Contractor shall perform all unscheduled services, including emergencies when needed. This includes on-site visits during normal (Pathology) business hours to include repair, labor and travel costs relating to the services to be performed. The contractor shall account for all travel expenses associated with the completion of the requested tasks. Anticipated travel costs associated with the execution of the service plan(s) on the equipment shall be included in the total cost of the service plan(s). In cases when technical support is required over the phone, the contractor shall provide 24/7 technical support to the government at no additional cost. All site visits must be scheduled, coordinated, and approved by Clinical Engineering and/or the COR (or other authorized representative/designee) before such site visits take place.

DELIVERABLE #5:

MANDATORY SAFETY CORRECTIONS:

Safety corrections on the equipment as required by OEM or FDA regulations is covered within the scope of this requirement (contract).

DELIVERABLE #6:

Response Time:

Response time for scheduled preventive maintenance (PM) service is within the month when the PMs are due. Contractor shall strictly follow the PM due dates and schedule for services with Clinical Engineering in advance. Response time for unscheduled maintenance shall be within four (4) hours of first contact with the Contractor.

DELIVERABLE #7

MOBILE MEDIA SCANNING:

The Contractor will identify if removable media (i.e. USB or DVD/CD Device) is required to perform the tasks/deliverables during the performance period of the contract. The COR (or other authorized representative/designee) will ensure that the removable media (to be used) is scanned with anti-virus software (to include running current virus definitions) prior to connection to any medical device system located in the facility. The computer system for scanning removable media will be designated by the COR.

DELIVERABLE #8

REPORTS/DOCUMENTATION:

For any services performed on site, upon arrival at the Medical Center, the technical service representative shall check in with the Clinical Engineering Department before performing any warranty related services, repairs and/or other maintenance services. This check-in is mandatory. A legible, signed service report shall be provided directly to Clinical Engineering Department following completion of each service call/visit and shall include equipment identification (i.e. serial number), date and time of service call, list of parts replaced, results of inspections and/or calibrations, and a description of the work accomplished. This report shall be signed or initialed by the Clinical Engineering Department. Service reports shall be provided within five days after completion of the work performed. All service reports shall be emailed within five days of completion of the maintenance work to VHANOLClinicalEngineering@va.gov and the Biomedical Equipment Support Specialist coordinating the work. During the service, the contractor shall report any changes in delivery requirements/problems to the COR (Contracting Officer Representative).

DELIVERABLE #9:

PERSONNEL:

Contractor shall provide all necessary personnel to maintain the system. Labor required for both scheduled and unscheduled (emergencies) services are included as part of the cost of the service plan/contract for this requirement. Contractor employees (who will be performing work and executing tasks/deliverables) on the equipment shall be factory trained, qualified, certified, and licensed on the specific maintenance services that are required/needed. Work/tasks shall not be performed by individuals lacking the credentials/qualifications/certifications listed herein. The Contractor shall provide written assurance of the competency for their personnel and a list of credentials of approved Field Service Engineers for each system before these individuals begin work or perform services on the equipment/system. All technical service representatives provided by the contractor shall comply with VA security management program directives and shall obtain the appropriate clearances from the VA police, possess the appropriate identification (job title, position/employer), and only be allowed in areas where access has been granted/authorized. All key personnel shall be certified by the manufacturer to be able to perform maintenance, upgrades, or any other service covered under this contract.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Tissue-TeK VIP 6 AI Processor Contract Period: Base POP Begin: 07-01-2024 POP End: 06-30-2025 PRINCIPAL NAICS CODE: 541519 - Other Computer Related Services PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK VIP 6 AI Processor

POP Begin: 07-01-2024 POP End: 06-30-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2024 POP End: 06-30-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2024 POP End: 06-30-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2024 POP End: 06-30-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-Tek Prisma & Glas

POP Begin: 07-01-2024 POP End: 06-30-2025

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK VIP 6 AI Processor Contract Period: Option 1 POP Begin: 07-01-2025 POP End: 06-30-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK VIP 6 AI Processor

POP Begin: 07-01-2025 POP End: 06-30-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2025 POP End: 06-30-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2025 POP End: 06-30-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2025 POP End: 06-30-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-Tek Prisma & Glas

POP Begin: 07-01-2025 POP End: 06-30-2026

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK VIP 6 AI Processor Contract Period: Option 2 POP Begin: 07-01-2026 POP End: 06-30-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK VIP 6 AI Processor

POP Begin: 07-01-2026 POP End: 06-30-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2026 POP End: 06-30-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2026 POP End: 06-30-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2026 POP End: 06-30-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-Tek Prisma & Glas

POP Begin: 07-01-2026 POP End: 06-30-2027

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK VIP 6 AI Processor Contract Period: Option 3 POP Begin: 07-01-2027 POP End: 06-30-2028

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK VIP 6 AI Processor

POP Begin: 07-01-2027 POP End: 06-30-2028

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2027 POP End: 06-30-2028

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2027 POP End: 06-30-2028

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2027 POP End: 06-30-2028

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-Tek Prisma & Glas

POP Begin: 07-01-2027 POP End: 06-30-2028

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK VIP 6 AI Processor Contract Period: Option 4 POP Begin: 07-01-2028 POP End: 06-30-2029

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK VIP 6 AI Processor

POP Begin: 07-01-2028 POP End: 06-30-2029

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2028 POP End: 06-30-2029

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2028 POP End: 06-30-2029

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-TeK Cryo3 Flex Cryostat

POP Begin: 07-01-2028 POP End: 06-30-2029

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

Tissue-Tek Prisma & Glas

POP Begin: 07-01-2028 POP End: 06-30-2029

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies

B.3 DELIVERY SCHEDULE

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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; 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 PRODUCTS AND COMMERCIAL SERVICES 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:

For purposes of award of this Contract, the Government intends to evaluate the option to extend services under FAR 52.217-8 as follows: The evaluation will consider the possibility that the option can be exercised at any time and can be exercised in increments of one to six months, but not for more than a total of six months during the life of the contract. The evaluation will assume that the prices for any option exercised under FAR 52.217-8 will be those rates in effect under the contract each time an option is exercised under this clause. The evaluation will therefore assume that the addition of the price or prices of any possible extension or extensions under FAR 52.217-8 to the total price for the basic requirement and the total price for the priced options has the same effect on the total price of all proposals relative to each other, and will not affect the ranking of proposals based on price, unless, after reviewing the proposals, the Government determines that there is a basis for finding otherwise. This evaluation will not obligate the Government to exercise any option under FAR 52.217-8.

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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

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

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

(End of Clause)

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

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

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.5 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract.