36C25625Q0835_1.docx

36C25625Q0835

GENERAL INFORMATION

SET-ASIDE

Network Contracting Office 16 5075 Westheimer Road, Suite 750

Houston TX 77056-5643

POINT OF CONTACT*

Oney Kelly Oney.kelly@va.gov

PLACE OF PERFORMANCE

Houston TX 77030

POSTAL CODE

COUNTRY

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice See solicitation below and to provide a response by timeline specified

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. 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. 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

36C25625Q0835 05-20-2025 Oney Kelly 281-968-9164 06-04-2025 13:00

CDT

36C580 Department of Veterans Affairs Network Contracting Office 16 5075 Westheimer Road, Suite 750 Houston TX 77056-5643 X 811210 $34 Million N/A X 36C256 Department of Veterans Affairs Michael E. DeBakey VA Medical Center Receiving Warehouse Building 100 2002 Holcombe BLVD Houston TX 77030-4298 Department of Veterans Affairs Network Contracting Office 16 5075 Westheimer Road, Suite 750 Houston TX 77056-5643

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 MEDVAMC has a required need for software licenses, software maintenance, and corrective maintenance for the Rauland Nurse Call System for one (1) year.

See schedule/SOW for all required details.

Q&A period ends 05/28/2025 @ 13:00 cst See CONTINUATION Page x X x Oney Kelly Contracting Officer Page 1 of 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/Oney Kelly Department of Veterans Affairs Network Contracting Office 16 5075 Westheimer Road, Suite 750 Houston TX 77056-5643

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:

B.2 IT CONTRACT SECURITY

VA INFORMATION AND INFORMATION SYSTEM SECURITY/PRIVACY

1. GENERAL

Contractors, contractor personnel, subcontractors, and subcontractor personnel shall be subject to the same Federal laws, regulations, standards, and VA Directives and Handbooks as VA and VA personnel regarding information and information system security.

2. ACCESS TO VA INFORMATION AND VA INFORMATION SYSTEMS

n/a

3. VA INFORMATION CUSTODIAL LANGUAGE

n/a

4. INFORMATION SYSTEM DESIGN AND DEVELOPMENT

n/a

5. INFORMATION SYSTEM HOSTING, OPERATION, MAINTENANCE, OR USE

n/a

6. SECURITY INCIDENT INVESTIGATION

n/a

7. LIQUIDATED DAMAGES FOR DATA BREACH

n/a

8. SECURITY CONTROLS COMPLIANCE TESTING

n/a

9. TRAINING

n/a (End of Clause)

Statement of Work

GENERAL INFORMATION

The Department of Veterans Affairs (VA) Michael E. DeBakey VA Medical Center (MEDVAMC) located at 2002 Holcombe Blvd., Houston, TX 77030 is requesting delivery of software license, software maintenance and corrective maintenance of the Rauland Nurse Call system at the MEDVAMC main hospital shall be compatible with current hardware. This is for a Firm Fixed Price Contract.

DESCRIPTION OF WORK:

The Contractor shall furnish all software, tools, and licenses for Rauland Nurse Call maintenance that will be in use at the MEDVAMC as defined herein the Statement of Work (SOW). The Rauland Nurse call license must be compatible with current Rauland Nurse Call hardware.

The Contractor shall not be considered government employees for any purpose under the contract. These products are required for Rauland Nurse Call to work as intended and must meet stringent quality control and compliance standards.

The Contractor shall provide access, licensure, upgrades, support, and maintenance for the Rauland Nurse call including updates and telephone support from 6:00a.m. – 4:00p.m. Central Standard Time, weekdays, no holidays, for the purpose of maintaining and accessing existing software resulting in fully functional and operationally capable as intended by the manufacturer.

This acquisition will only be for a period of 12 months during which the contractor will cover equipment, connectivity, maintenance, software, all licenses, and support at the MEDVAMC.

EQUIPMENT IDENTIFICATION AND COVERAGE:

A. Support and maintenance for the hardware components and license must be compatible with the following main nursing unit bay system as shown below:

A. Support and maintenance for the hardware components, accessories, and license must be compatible with the following area systems.

There are 709 rooms within the MEDVAMC that requires upgrade and maintenance of equipment and spreadsheet will be provided by room numbers.

B. Support provided in the form of, but not limited to:

· Software maintenance

· Includes system software updates, testing, patching, and upgrades

· Customer Care Visit

· Testing for functionality of the head end and interface equipment

· Testing for functionality of all field devices and end user workflow test

· Server and workstation functionality

· Hardware support

· Includes removal, replacement, spot inspection and system diagnostics for hardware.

· Excludes: Damage caused by abuse

C. Support and maintenance will encompass all Rauland Nurse Call equipment and accessories which may include but is not limited to:

· Wall panels

· Patient stations

· Dome lights

· Pillow speakers

· Pull cords & push buttons

· Control consoles

· Rauland servers

· Monitors

Furthermore, initial room constraints are subject to modifications due to consistent renovations and restructuring and all modifications are subject to the same services agreed upon. Which includes but is not limited to software support and maintenance, functionality testing, and hardware removal, replacement, and inspection.

EQUIPMENT SCHEDULE:

The Contractor accepts responsibility for equipment in "as is" condition. Failure to inspect the systems prior to contract award will not relieve the Contractor from performance of the requirements of this contract. Following the completion of any service performed by the contractor, the contractor shall show to the Contracting Officer’s Representative (COR)/VA Point of Contact (POC) that the required system components are in place and fully functional prior to COR acceptance explained in the Reporting Requirements Section. Management of the license and software of the nurse call system at the MEDVAMC main hospital. The nurse call parts, licenses and hardware shall be compatible with current hardware along with the accessories for the system.

Contractor shall maintain the equipment in accordance with the manufacturer's latest specifications for corrective and/or preventative maintenance. The Contractor will provide repair service which may consist of calibration, cleaning, oiling, adjusting, replacing parts, and maintaining the equipment, including all intervening calls necessary between regular services and calibrations. All required parts shall be furnished.

COMPETENCY OF CONTRACTOR PERSONNEL SERVICING EQUIPMENT

A. The Contractor shall have an established business, with an office and full-time Contractor personnel. The Contractor personnel includes a "fully qualified" FSE and a "fully qualified" FSE who will serve as the backup.

B. "Fully Qualified" is based upon training and on experience in the field. For training, the FSE(s) has successfully completed a formalized training program, for the equipment and is OEM Certified. For field experience, the FSE(s) has a minimum of two years of experience (except for equipment newly on the market) with respect to scheduled and unscheduled preventive and remedial maintenance, on the covered equipment listed in the “Equipment Identification” Section.

C. The FSEs shall be authorized by the OEM to perform the maintenance services. All work shall be performed by "Fully Qualified", OEM Certified competent FSEs. The Contractor shall provide written assurance of the competency of their personnel and a list of credentials of approved FSEs for each make and model the Contractor services at the VAMC prior to award. The VA POC may authenticate the training requirements, request locations, training certificates or credentials, and technician location from the Contractor at any time for any Contractor personnel who are servicing or installing any equipment. The CO and/or VA POC specifically reserve the right to reject any of the Contractor's personnel and refuse them permission to work on the VAMC equipment if evidence is not provided when requested.

D. If subcontractor(s) are used, they must be approved by the COR; the Contractor shall submit any proposed change in subcontractor(s) to the CO for approval/disapproval.

CONTRACTOR QUALIFICATIONS:

The Contractor shall be an approved vendor by the Original Equipment Manufacturer (OEM) as an authorized distributor.

The Contractor shall submit with technical quote an authorized distributor letter by the OEM on OEM letterhead. Failure to submit an authorized distributor letter by the OEM with technical quote by close of the solicitation due date shall result in Contractor’s technical quote as technically unacceptable.

CONTRACTOR REQUIREMENTS:

· The Contractor shall provide all products listed in Equipment Schedule without substitutions (unless pre-approved by the VA POC).

· The Contractor shall provide software updates, as they become available, or shipped on Compact Disc (CD) to the VA POC and requested service. Any updates to the SKUs for software purposes shall be made available to the VA POC within 30 days of release by the manufacturer.

· The Contractor shall provide Rauland Nurse Call support to MEDVAMC immediately following software installation and in accordance with this Statement of Work (SOW).

· The Contractor shall provide 24-hour telephone support.

· Delivery Schedule: The Contractor shall send the first Rauland Nurse Call software update within one week of receipt of effective date of award and commence telephone support immediately, coordinating with the VA POC.

· Communication Services: The Contractor shall provide a call center to be maintained for government assistance Monday – Friday 8:00 a.m. – 4:30p.m. Central Standard Time, not including government observed holidays. The Contractor shall provide telephone support service to VA POC and respond to VA POC within one hour of a call placed by VA POC to the Contractor.

· Software upgrades shall be provided at no additional charge.

· Contractor shall provide mandatory safety and performance-related updates to covered equipment and software.

· The system software problem identification and enhancements with an amount not to exceed 9 days. This shall be conducted via teleconferences as no travel shall be included.

· The Contractor shall maintain a Return Material Authorization (RMA) Contact.

· Copyrighted Materials: The Contractor shall not engage in any unauthorized duplication of copyrighted materials by photocopying or any other means that would expose the government to liability for penalties under existing or future copyright laws.

· Any charges for parts, services, labor, travel, manuals, tools, installation, firmware or software required to successfully complete unscheduled maintenance are included within this contract unless specifically stated in writing otherwise and approved by the CO.

HOURS OF COVERAGE: All work shall be conducted Monday through Friday between 6:00a.m. and 4:00p.m., Central Standard Time excluding Federal holidays and unless other times are arranged in advance and approved in writing by the delegated VA POC. If the designated VA POC is not present, the Contractor shall contact the alternate VA POC. The government also observes Executive Orders, President’s Proclamation, and days designated by Federal Statute.

The government hereby provides notice, and the Contractor hereby acknowledges receipt that government personnel observe the listed days as holidays:

The following laws, regulations, policies, and procedures, including all subsequent changes or updates apply:

GRAY MARKET PREVENTION:

GRAY MARKET ITEMS (APR 2020)

(a) No gray market or remanufactured items will be acceptable. Gray market items are Original Equipment Manufacturers’ (OEM) goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for new OEM medical equipment only for VA medical facilities.

(b) Vendor shall be an OEM, authorized vendor, authorized distributor, or authorized reseller authorized for the purchase of proposed equipment/system, evidence of proof verified by an authorization letter on OEM letterhead or other document of valid purchase to obtain supplies and proof of access to software/updates from the OEM. All software licensing, warranty and service associated with the equipment/system shall be in accordance with the OEM terms and conditions.

(c) The delivery of gray market items to the VA in the fulfillment of an order/award constitutes a breach of contract. Accordingly, the VA reserves the right to enforce any of its contractual remedies. This includes termination of the contract or, solely at the VA’s election, allowing the Vendor to replace, at no cost to the Government, any remanufactured or gray market item(s) delivered to a VA medical facility upon discover of such items.

DEFINITIONS/ACRONYMS

A. Biomedical Engineer(ing) - Supervisor or designee.

B. CO - Contracting Officer C. COR - Contracting Officer's Representative D. FSE - Field Service Engineer. A person who is authorized by the contractor to perform maintenance (corrective and/or preventive) services on the VAMC premises.

E. ESR - Vendor Engineering Service Report. A documentation of the services rendered for each incidence of work performance under the terms and conditions of the contract.

F. Acceptance Signature - VA employee who is authorized to sign-off on the ESR which indicates that the PM has been concluded or is still pending completion, or that the Emergency Repair has been accomplished or is still in a pending status.

G. Authorization Signature - COR's signature; indicates COR accepts work status as stated in ESR.

H. NFPA - National Fire Protection Association.

I. CDRH - Center for Devices and Radiological Health.

J. MEDVAMC – Michael E. DeBakey Veterans Affairs Medical Center K. VAH - Department of Veterans Affairs Hospital L. OEM - Original Equipment Manufacture

The Joint Commission

Business Day: A business day includes the entire 24-hour period ending at midnight, and a notice required by the regulation is effective even if given outside normal business hours.

SAFETY: Safety precautions shall include, but are not limited to the following requirements:

a) OSHA (Occupational Safety and Health Act)

b) Applicable State and Local Safety Operation Procedures

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

SHIPPING

The Contractor shall pay all shipping and handling fees for supplies shipping in both directions for warranty claims placed by phone or email that are covered by the warranty and support agreement.

The Contractor shall provide the VA point of contact (POC) with Alert/Notifications of any delays in shipment as well as any or all technical advisory/recalls prior to or simultaneously with filed alerts.

SERVICE MANUALS/TOOLS/EQUIPMENT

The MEDVAMC shall not provide travel, tools, (test) equipment, service manuals or service diagnostic software to the contractor. The contractor shall obtain, have on file, and make available to its FSE's all travel, operational and technical documentation (such as; operational and service manuals, schematics, and parts list) which are necessary to meet the performance requirements of this contract.

ONSITE REPORTING REQUIREMENTS

The Contractor shall be required to report to MEDVAMC Biomedical Engineering to log in. When the service is completed, the FSE shall document services rendered on a legible ESR(s). The FSE shall be required to log out with Biomedical Engineering and submit the ESR(s) to the VA POC. ALL ESRs shall be submitted to the equipment user for an "acceptance signature" and to the VA POC designee for an "authorization signature" unless otherwise stated by the VA POC. If the COR VA POC within 5 days after the service day. A signed, authorized copy of the ESR will be returned to the Contractor after the work can be reviewed (if requested or noted on the ESR).

VA Biomedical Contact Persons:

Location (Building/Room Number):

Telephone Number & Extension(s):

SOFTWARE UPGRADES & UPDATES

Contractor shall include, at no extra charge, any engineering and software update necessary for continued optimum operation of the equipment listed in this contract.

The contractor shall provide all operational upgrades to the equipment hardware and operating system software that materially affects the performance of the equipment, without additional charge to the government. These enhancements to the contractor’s equipment shall be delivered to the government site and installed by the contractor within 60 days of their issuance or date of first commercial availability.

SAFETY REQUIREMENTS

In the performance of this contract, the Contractor shall take such safety precautions as the Contracting Officer, or his/her designee, may determine to be reasonably necessary to protect the lives and health of occupants of the building. The Contractor shall have one supervisory employee, who will disseminate requirements to those who work at our facility. The Contracting Officer or his/her designee will notify the Contractor of any noncompliance with the foregoing provisions and the action to be taken. The Contractor shall, after receipt of such notice, immediately correct the conditions to which attention has been directed. Such notice, when served on the Contractor or his representative at the site of work, shall be deemed sufficient for the purpose aforesaid. If the Contractor fails or refuses to comply promptly with such notice, the contracting Officer may issue an order stopping all or any part of the work and hold the Contractor in default.

The MEDVAMC, CO, VA POC or any of its and/or their associates, personnel or descendants under any conditions or circumstances shall not be held responsible for any safety incident or any injury or any inconvenience experienced by the Contractor, their associates, or subcontractors while performing the services, labor, travel, software upgrades or maintenance included within this contract to the extent applicable by federal, local and state law with federal law taking precedence.

IDENTIFICATION, PARKING, SMOKING AND VA REGULATIONS

The Contractor's FSEs shall wear visible identification at all times while on the premises of the VAMC. It is the responsibility of the Contractor to park in the appropriate designated parking areas. Information on parking is available from the VA Police Section. The VAMC shall not invalidate or make reimbursement for parking violations of the Contractor under any conditions. Smoking is prohibited on the VA medical center campus. Possession of weapons is prohibited. Enclosed containers, including tool kits, shall be subject to search. Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

NOTE: - The Contractor must submit with technical proposal unique or unusual conditions to suit specific situation(s) should the above clause not be entirely applicable.

OTHER REQUIREMENTS

a) The Contractor shall require his employees to comply with all VA rules and regulations pertaining to the conduct of his employees while on station. Particular attention is drawn to the fact that the VAMC is a NO SMOKING Facility. Smoking is not permitted in any building and is only permitted in designated smoking shelters on the VA campus.

b) Contractor shall have use of station telephones to make business calls related to Medical Center’s equipment. Misuse of this privilege will necessitate the need to require the contractor to use public telephones.

UNAUTHORIZED USE OF GOVERNMENT EQUIPMENT

(1). The Contractor shall not allow his/her employees, including Subcontractors’ employees, to open desk drawers, cabinets, or to use office equipment, including the use of non-pay telephones for any purpose other than a local emergency call.

(2). The Contractor shall be responsible to provide all necessary equipment, tools, parts, and materials to perform the work. The Government shall not be obligated to provide any equipment, tools, parts, and materials to assist the Contractor in performing the work.

PAYMENT

All invoices shall be submitted after delivery and activation of license, properly prepared in accordance with FAR 52.212-4, contain sufficient details, and match with the service tickets for the work rendered.

A. Invoices

Invoices shall be properly prepared and sent electronically to the VA Financial Services Center for payment processing via their electronic e-Invoice system. Invoices shall be sent in arrears at the beginning of the first month of each quarter following the quarter in which the services were rendered and billed for. At a minimum, all invoices shall include the following details:

Ø Contract No.

Ø Purchase Order No. Correct purchase order number which will be issued by the Contracting Officer after the contract is awarded. Invoices without correct purchase order number shall be rejected and returned to the Contractor.

Ø Item(s) covered (to include serial #'s) Ø Description of the services rendered Ø Billing period in which the services were rendered Ø Invoice number and date

Payments will be made in accordance with the prompt payment act out of the Government annual appropriated funds obligated in a purchase order which will be issued after the contract is awarded.

VA’s Electronic Invoice Presentment and Payment System – The Financial Service Center (FSC) uses a third-party contractor, Tungsten, 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:

· 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.tungstennetwork.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

· 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 ).

B. Invoices for Repair Services Invoices for repair services shall be properly prepared, contain sufficient details, and include a copy of the repair tickets issued by the repairman who provided the repair services. Invoices for repair services shall be submitted in arrears.

The VA reserves the right to pay for repair services either by the Government purchase card administered, or by a separate purchase order at its own discretion. The contractor shall be able to participate and accept the Government purchase card.

If the Contractor fails or refuses to comply with the terms set forth by this contract, the Contracting Officer may issue an order stopping all or any part of the work and hold the Contractor in default. The VA reserves the right to prorate any amount due over a period for example, quarterly or bi-annually.

ADDITIONAL CHARGES

There will be no additional charge for time spent at the site (during, or after the normal hours of coverage) awaiting the arrival of additional FSE and/or delivery of parts.

In any case, the VA shall be explicitly notified in advance that additional charges will be incurred, prior to beginning such work. In such instances that the VA agrees the work is not within the scope of the contract, and the VA desires the Contractor to perform service, a separate purchase order will be issued to the Contractor for the work. Any service required which the Contractor believes to be in excess of the contract provisions and require additional payment (e.g., work beyond normal work hours) shall not be performed without prior authorization from the BIOMED COR, who will arrange a separate purchase order to pay for the additional service if desired by the VA.

The Government shall not be responsible for incidental charges including, but not limited to, parking, tolls, mileage, phone, etc., on straight time or overtime work.

GOVERNMENT PARTY TO EXECUTE AND MODIFY THE CONTRACT

After the contract has been in force for a period of time, it may be necessary to change and/or modify the operations to provide better service. Pursuant to FAR 52.212-4, changes in the terms and conditions of this contract may be made only by written agreement of the parties. Only the signature of the Contracting Officer can execute the modification.

End of Statement of Work

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Software licenses for each nurse call asset

Up to four site visits where Contractor will review, service, update, and report on tests performed on nurse call system, Rauland softwate, RTLS, BI, telephone integrations, and paging integrations.

Annual T upgrades

Hardware, maintenance, and support of nurse call system. Covers all travel and labor for removals and replacements of components. In addition, quarterly spot inspections.

B.4 DELIVERY SCHEDULE

709.00

4.00

1.00

1.00

Page 1 of Page 1 of Page 1 of Page 1 of

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:

C.2 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.3 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…