2. RFQ 36C25626Q0067 Updated Version 11.19.2025.pdf

36C25626Q0067

Table of Contents

SECTION B

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 DELIVERY SCHEDULE

B.4 STATEMENT OF WORK

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2023)

C.2 ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

C.3 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.4 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.5 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

C.6 52.225-5 TRADE AGREEMENTS (NOV 2023)

C.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.8 VAAR 852.211-72 TECHNICAL INDUSTRY STANDARDS (NOV 2018)

C.9 VAAR 852.212-71 GRAY MARKET AND COUNTERFEIT ITEMS (FEB 2023)

C.10 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED

SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023)

(DEVIATION)

C.11 VAAR 852.219-76 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING—

CERTIFICATE OF COMPLIANCE FOR SUPPLIES AND PRODUCTS (JAN 2023)

(DEVIATION)

C.12 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

C.13 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020) ..26

C.14 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

C.15 VAAR 852.246-71 REJECTED GOODS (OCT 2018)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 LIST OF ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (SEP 2023)

E.2 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

E.3 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.4 52.201-1 ACQUISITION 360: VOLUNTARY SURVEY (SEP 2023)

E.5 52.204-22 ALTERNATIVE LINE ITEM PROPOSAL (JAN 2017)

E.6 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

E.7 52.204-29 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT

ORDERS—REPRESENTATION AND DISCLOSURES (DEC 2023)

E.8 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.9 52.216-1 TYPE OF CONTRACT (APR 1984)

E.10 52.225-6 TRADE AGREEMENTS CERTIFICATE (FEB 2021)

E.11 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.12 VAAR 852.215-72 NOTICE OF INTENT TO RE-SOLICIT (OCT 2019)

E.13 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE

RESOLUTION (OCT 2018)

E.14 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (OCT 2018)

E.15 ADDENDUM 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021)

E.16 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2025) (DEVIATION

FEB 2025)

SECTION B

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR ADMINISTRATOR: _______________________________

CONTRACTOR POC NAME: ____________________________________

CONTRACTOR POC PHONE NUMBER: _________________________

CONTRACTOR ADDRESS: ___________________________________

EMAIL ADDRESS: ___________________________________________

UEI No. __________________________________________________ CAGE Code: ________________________________________________

TAX ID ____________________________________________________

GSA/FSS, NAC, SEWP Contract No (if applicable) _______________________

b. GOVERNMENT: Contracting Officer 36C256

Department of Veterans Affairs Network Contracting Office 16 Galleria Financial Center 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:

[x] 52.232-33, Payment by Electronic Funds Transfer—System for Award

Management

3. INVOICES: Invoices shall be submitted in arrears:

a. Other [x] Payment for services provided under the terms of this contract will be made upon delivery, inspection, and acceptance of all line items.

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 Veteran Affairs Financial Service Center (FSC) e-Invoice Payment http://www.fsc.va.gov/fsc/einvoice.asp

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

AMENDMENT NO DATE

http://www.fsc.va.gov/fsc/einvoice.asp

Quote in response to this RFQ is due at 4:00 PM Central Standard Time, November 20, 2025 December 1, 2025. Quote shall be submitted in writing and sent via email to jeneice.matthews@va.gov

Please insert “36C25626Q0067 Quote” in the subject line of your email. OFFEROR SHALL COMPLETE

AND RETURN THE FOLLOWING LOCATED IN SECTIONS BELOW OF THIS SOLICITATION

36C25626Q0067 TO BE DEEMED ACCEPTABLE:

Section B- Contract Administration Data, Contractor contact information.

Volume 1- Technical / Volume 1 shall not contain any pricing information and shall clearly be labeled

Volume 1 (Technical Volume).

Volume 2--Price / Volume 2 shall clearly be labeled Volume 2 (Price Volume) and shall not contain any technical information that should otherwise be contained within Volume 1. Complete and return Section B.2 Price/Cost Schedule. Contractor shall complete all pricing in the B.2 Price schedule. Contract Line Items (CLINS) without pricing will be found unacceptable. The price quote shall be legible, specific, and complete in every detail. (The Government seeks discounts. Identify any discounts offered and the amount within the line-item description).

Attachment B- Relevant Experience Form Attachment C- 852.219-76 VA NOTICE OF LIMITATIONS ON SUBCONTRACTING —CERTIFICATE

OF COMPLIANCE FOR SUPPLIES AND PRODUCTS (JAN 2023) (DEVIATION)

Copy of company Liability Insurance.

EVALUATION: The Government will award a contract resulting from this solicitation to quoter with lowest price technically acceptable. All quoters shall have a current registration in the System for Award Management (SAM) to be considered for award. All quoters shall be certified in the U.S. Small Business Administration (SBA) database to receive credit as a SDVOSB at the closing of the solicitation due date and time, and at the time of award.

Please contact Jeneice Matthews for questions or other inquiries about this solicitation via email at jeneice.matthews@va.gov by 11:59p.m. Central Standard Time on November 10, 2025. If questions are received, an amendment to this RFQ will be posted with all questions and answers.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1.00 LT

Installation of On the Right Track Curtains (labor) or equivalent

On The Right Track Curtains (or equivalent) 69"Hx69"W Disposable

5.00 EA

Curtain Grabber to install and remove curtains from track

On The Right Track (or equivalent) Hardware

On The Right Track (or equivalent) Hardware Drop

On The Tight Track (or equivalent)- Tracks

GRAND TOTAL

B.3 DELIVERY SCHEDULE

*** FOB Destination. All shipping charges must be included in price of items. **

ITEM

NUMBER SHIPPING INFORMATION DELIVERY DATE

0001-

SHIP TO: Michael E. DeBakey VA Medical Center ATTN: Warehouse, Building 100 2002 Holcombe Blvd.

Houston, TX 77030 USA

March 31, 2026

FOB: DESTINATION

B.4 STATEMENT OF WORK

1. General Information: The Department of Veterans Affairs (VA), Michael E. DeBakey VA Medical Center (VAMC) located at 2002 Holcombe Boulevard, Houston, Texas 77030 is requesting the purchase of On the Right Track Privacy Curtains or equivalent including installation on new tracks in all waiting areas, reception, exam/treatment rooms, laboratories, restrooms, storage rooms and administrative support offices. See Equipment Schedule in Section 2. See Attachment A – Measurement Sheet HOU for Building, Location (Room#), and Dimensions-Curtain Size. The contract shall be for a Firm-Fixed Price.

2. Equipment Schedule:

Item # Description/Service Qty

1. Installation of On the Right Track Curtains (labor) or equivalent 1-LT

2. On The Right Track Curtains (or equivalent) 69"Hx69"W

Disposable

1-LT

3. Curtain Grabber to install and remove curtains from track 5-EA

4. On The Right Track or equivalent Hardware 1-LT

5. On The Right Track or equivalent Hardware Drop 1-LT

6. On The Tight Track or equivalent (Tracks) 1-LT

3. Salient Characteristics: All items shall include, but not limited to as follows:

a. General Fabrication for Fabric Panel:

i. On The Right Track or equivalent

ii. Manufacturer number (#) Boxed Leaf Pattern Disposable

iii. Pass National Fire Protection Association (NFPA) 701 for use in privacy curtains (NFPA

701: Standard Methods of Fire Tests for Flame Propagation of Textiles and Films)

iv. Color: Boxed Leaf

b. Flame Retardancy: All vertically hanging portions of the privacy curtain such as mesh, fabric and the like shall pass NFPA-701 testing: Standard Methods of Fire Tests for Flame Propagation of Textiles and Films.

c. Standardized Panels: The curtain solution is designed to be interchangeable between all areas of the Michael E. DeBakey VAMC. All curtain fabric panels are of standardized size overlapping when necessary to maintain Veteran patient privacy. Curtains can be taken down from one bay and put up in another bay based on the standardized size.

d. Ease of Use: Ladders are not required for hanging or removing the curtain fabric panels. Snaps should be easy to use and not require much effort to snap together.

https://www.nfpa.org/codes-and-standards/all-codes-and-standards/list-of-codes-and-standards/detail?code=701 https://www.nfpa.org/codes-and-standards/all-codes-and-standards/list-of-codes-and-standards/detail?code=701

e. Durability: On The Right Track Privacy Curtain system or equivalent shall be 100% non-woven polypropylene for durability. Antimicrobial-treated to protect the product.

f. Removal:

i. If removal of existing track and hardware is completed:

1. Contractor shall place all metal components in VA Metal Recycling Bin

ii. Contractor shall dispose of all non-metal components in Contractor provided waste receptacle.

1. Contractor shall not use VA waste receptacle

iii. Contractor is responsible for removing waste from work site

1. Contractor shall not use VA waste receptacle

iv. Contractor shall be responsible for cleanup work area before moving to next work area.

g. Storage: The VAMC will provide storage for Contractor use outside of the Main Hospital. The

Contractor may place a container in the open space for materials.

4. Delivery: The Contractor shall deliver all items to the Michael E. DeBakey VA Medical Center. ATTN:

Warehouse, 2002 Holcombe Blvd. Houston, Texas 77030. All items shall meet manufacturer specifications.

The Contractor is responsible for any missing equipment, parts, and components not included to carry out the delivery. Delivery Schedule: March 31, 2026.

4.1 Equipment shall be packaged to prevent damage or deterioration during shipment, handling, and storage.

4.2 The Contractor shall provide the delegated VA Point of Contact (POC) with Alert/Notifications of any delays in delivery as well as any or all technical advisory/recalls prior to or simultaneously with filed alerts.

4.3 The Contractor shall be responsible for replacement of unsuitable or damaged equipment or items delivered in error.

4.4 The Contractor shall pay all shipping and handling fees for equipment.

4.5 All equipment for delivery, either single or multiple container deliveries, will bear the VA Purchase Order (PO) number on external shipping labels and associated manifests or packing lists. If applicable, in the case of multiple package deliveries, a statement readable near the VA PO number will indicate total number of package/containers for the complete delivery for example “Package 1 of 2”, clearly readable on manifests and external shipping labels.

5. Privacy Curtain Removal and Installation: Rooms may be occupied and access to occupied rooms will be permitted with the approval of individual patients or staff. Some area accessibility restrictions may exist. Equipment shall be installed at one time, multiple trips possible. No restrictions with days or hours for installation. Taking down existing materials is required. Disposal of existing materials required as per VA instruction. Removal of packaging materials/debris required. Install new carriers in track to hang new privacy curtains. Install/modify new carriers in track to hang new privacy curtains. Hang On the Right Track or equivalent in appropriate bay per size. Snap appropriate quantity of fabric panels to mesh per size, per bay. If needed, install new splices, and end caps/pullouts. Any components found defective shall be reported to the Contracting Officer’s Representative (COR)/ VA Point of Contact (POC) for immediate action. The Contractor shall not act outside of the scope of this contract without written approval from the Contracting Officer.

6. Interference to Normal Function:

The Contractor shall delay or interrupt their work at any time to avoid interference with Veteran patient care procedures and the normal function of Michael E. DeBakey VAMC, including utility services, fire protection systems, and passage of Veteran patients, VA employees, medical equipment, and carts.

7. Summary of Work: The Contractor shall submit a complete written report of the work performed to the COR/ VA POC within 30 days of completion. Information shown in the report shall be as follows:

a) Company’s name, addresses, telephone number, & FAX numbers.

b) Name and signature of contractors who perform the removal and installation.

c) VA Contract Number such as 36C25626XXXXX, Name and Number of VA Contracting Officer.

d) Date and Time of Work.

e) Description of work items. See Equipment schedule.

f) Reference materials such as equipment manufacturer’s specifications.

g) Remarks on conditions of privacy curtains/equipment. List all deficiencies, if any.

h) Recommended corrective actions, if any.

8. Hours of Coverage: All work shall be conducted Monday through Friday at 8:00a.m. – 4:30p.m., excluding Federal holidays and unless other times are arranged in advance and approved in writing by the delegated VA POC. The government also observes Executive Orders, President’s Proclamation, and days designated by Federal Statute.

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

New Year’ Day January 01 Martin Luther King’s Birthday Third Monday in January President’s Day Third Monday in February Memorial Day Last Monday in May Juneteenth Day Third Monday in June Independence Day July 04 Labor Day First Monday in September Columbus Day Second Monday in October Veteran’s Day November 11 Thanksgiving Day Fourth Thursday in November Christmas Day December 25

8.2 If the holiday falls on a Sunday, the following Monday will be observed as a national holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a National holiday by U.S. government agencies, and any other day specifically declared by the President of the United States.

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

8.3.1 Any other day designated by Federal Statute.

8.3.2 Any other day designated by Executive Order.

8.3.3 Any other day designated by the President’s Proclamation

8.4 It is understood and agreed between the government and the Contractor that observance of such days by the government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation. In the event the Contractor’s personnel work during the holiday, they may be reimbursed by the Contractor, however, no form of holiday or other premium compensation shall be reimbursed either as a direct or indirect cost, other than Contractor normal compensation for the time worked.

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

FAR Federal Acquisition Regulation VAAR Veterans Administration Acquisition Regulation Standards All applicable Federal, State, Local and Industry: Laws, Policies and

Standards as applicable to the proper performance afore and hereafter described.

10. Glossary:

CDR Contract Deficiency Report CO Contracting Officer COR Contracting Officer’s Representative MEDVAMC Michael E. DeBakey VA Medical Center NFPA National Fire Protection Association OEM Original Equipment Manufacturer OSHA Occupational Safety and Health Administration VA Department of Veteran Affairs 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.

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

a) OSHA

b) Applicable State and Local Safety Operation Procedures

c) VA Safety Practices and Policies, VAMC standard operating procedures, and any other Federal, State, and Local regulations pertaining to the equipment listed for this contract.

d) The Joint Commission, formerly, Joint Commission Accreditation of Healthcare Organizations

(JCAHO)

12. Parking: It is the responsibility of the Contractor personnel to park at the appropriate designated parking areas. The government does not validate or make reimbursement for parking violations of the contractor personnel under any circumstance.

13. Gray Market Prevention:

(a) No gray market or remanufactured items will be acceptable. Gray market items are OEM goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for a supply contract for the purchase of new medical equipment for the Michael E. DeBakey VAMC.

No remanufactures or gray market items will be acceptable.

(b) Vendor shall be the Original Equipment Manufacturer (OEM) or an approved authorized distributor for the proposed supply contract for the purchase of new medical equipment to include replacement parts (if applicable), such that the OEM’s warranty and service associated with the equipment and system is 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.

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

15. Privacy Information: The Contractor will not have access to VA desktop computers, nor will they have access to online resources belonging to the government while conducting services. The Contractor personnel shall secure (in a sealed envelope) and relinquish any documentation found anywhere on the VA grounds that contains sensitive VA patient and/or government information such as privacy information within 60 minutes of finding such documentation to the Privacy Officer, Michael E. DeBakey VAMC. If the Privacy Officer is not available, please relinquish any documentation found to the VA Police Services in Building 100, first floor.

16. Invoicing/ Billing Requirements:

16.1 The Contractor shall submit requests for payment electronically to the VA’s Tungsten Network (https://www.fsc.va.gov/einvoice.asp).

16.2 Payment for services provided under the terms of this contract will be made upon delivery, inspection, and acceptance of all line items. No advance payments will be authorized.

16.3 Invoices shall be properly prepared in accordance with Federal Acquisition Regulation (FAR) 52.212-4.

16.4 Invoices will be returned when documentation is missing, inaccurate or incomplete. Invoices shall include, at a minimum, the following information:

a) Company Name, Address, and telephone number

b) Invoice Date and Number

c) PO# and/ or Task Order Number (if applicable);

d) Description, quantity, unit of measure, unit price and extended price of the items delivered.

e) Name and Title of Contractor Point of Contact to notify in event of defective invoice.

17. Changes to the Statement of Work (SOW): Any changes to the SOW shall be authorized and approved only through written correspondence from the Contracting Officer. A copy of each change will be kept in the contract file along with all other documentation of the work. Any such change shall be reflected in a written modification to this contract signed by the Contractor and the Contracting Officer.

Price/cost incurred by the Contractor through the actions of parties other than the Contracting Officer shall be borne by the Contractor.

END OF SOW

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.

C.2 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.3 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

FAR

Number

Title Date

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST JUN 2020

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS NOV 2023

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.228-5 INSURANCE—WORK ON A GOVERNMENT

INSTALLATION

JAN 1997

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—

COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES

OCT 2025

852.201-70 CONTRACTING OFFICER'S REPRESENTATIVE DEC 2022

852.211-70 EQUIPMENT OPERATION AND MAINTENANCE

MANUALS

NOV 2018

852.222-71 COMPLIANCE WITH EXECUTIVE ORDER 13899

(DEVIATION) (APR 2025)

APR 2025

C.4 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.

C.5 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified.

The Contracting Officer may exercise the option by written notice to the Contractor within 30 days after contract expire. Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

C.6 52.225-5 TRADE AGREEMENTS (NOV 2023)

(a) Definitions. As used in this clause.

"Caribbean Basin country end product"—

(1) Means an article that—

(i)(A) Is wholly the growth, product, or manufacture of a Caribbean Basin country; or

(B) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a Caribbean Basin country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed; and

(ii) Is not excluded from duty-free treatment for Caribbean countries under 19 U.S.C. 2703(b).

(A) For this reason, the following articles are not Caribbean Basin country end products:

(1) Tuna, prepared or preserved in any manner in airtight containers;

(2) Petroleum, or any product derived from petroleum;

(3) Watches and watch parts (including cases, bracelets, and straps) of whatever type including, but not limited to, mechanical, quartz digital, or quartz analog, if such watches or watch parts contain any material that is the product of any country to which the Harmonized Tariff Schedule of the United States (HTSUS) column 2 rates of duty apply (i.e., Afghanistan, Cuba, Laos, North Korea, and Vietnam); and

(4) Certain of the following: textiles and apparel articles; footwear, handbags, luggage, flat goods, work gloves, and leather wearing apparel; or handloomed, handmade, and folklore articles;

(B) Access to the HTSUS to determine duty-free status of articles of these types is available at https://www.usitc.gov/tata/hts/index.htm. In particular, see the following:

(1) General Note 3(c), Products Eligible for Special Tariff treatment.

(2) General Note 17, Products of Countries Designated as Beneficiary Countries under the United States—Caribbean Basin Trade Partnership Act of 2000.

(3) Section XXII, Chapter 98, Subchapter II, Articles Exported and Returned, Advanced or Improved Abroad, U.S. Note 7(b).

(4) Section XXII, Chapter 98, Subchapter XX, Goods Eligible for Special Tariff Benefits under the United States—Caribbean Basin Trade Partnership Act; and https://www.usitc.gov/tata/hts/index.htm

(2) Refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the acquisition, includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself.

"Designated country" means any of the following countries:

(1) A World Trade Organization Government Procurement Agreement (WTO GPA) country (Armenia, Aruba, Australia, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, New Zealand, North Macedonia, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan (known in the World Trade Organization as "the Separate Customs Territory of Taiwan, Penghu, Kinmen and Matsu (Chinese Taipei)”), Ukraine, or United Kingdom);

(2) A Free Trade Agreement (FTA) country (Australia, Bahrain, Chile, Colombia, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Korea (Republic of), Mexico, Morocco, Nicaragua, Oman, Panama, Peru, or Singapore);

(3) A least developed country (Afghanistan, Angola, Bangladesh, Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Central African Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-Bissau, Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, South Sudan, Tanzania, Timor-Leste, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia); or

(4) A Caribbean Basin country (Antigua and Barbuda, Aruba, Bahamas, Barbados, Belize, Bonaire, British Virgin Islands, Curacao, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Saba, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Sint Eustatius, Sint Maarten, or Trinidad and Tobago).

"Designated country end product" means a WTO GPA country end product, an FTA country end product, a least developed country end product, or a Caribbean Basin country end product.

"End product" means those articles, materials, and supplies to be acquired under the contract for public use.

"Free Trade Agreement country end product" means an article that—

(1) Is wholly the growth, product, or manufacture of a Free Trade Agreement (FTA) country; or

(2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in an FTA country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services, (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself.

"Least developed country end product" means an article that—

(1) Is wholly the growth, product, or manufacture of a least developed country; or

(2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a least developed country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product, includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself.

"United States" means the 50 States, the District of Columbia, and outlying areas.

"U.S.-made end product" means an article that is mined, produced, or manufactured in the United States or that is substantially transformed in the United States into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed.

"WTO GPA country end product" means an article that—

(1) Is wholly the growth, product, or manufacture of a WTO GPA country; or

(2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a WTO GPA country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services, (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself.

(b) Delivery of end products. The Contracting Officer has determined that the WTO GPA and FTAs apply to this acquisition. Unless otherwise specified, these trade agreements apply to all items in the Schedule. The Contractor shall deliver under this contract only U.S.-made or designated country end products except to the extent that, in its offer, it specified delivery of other end products in the provision entitled "Trade Agreements Certificate."

C.7 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

C.8 VAAR 852.211-72 TECHNICAL INDUSTRY STANDARDS (NOV 2018)

(a) The Contractor shall conform to the standards established by: All applicable Federal, State, Local and Industry Laws, Policies and Standards applicable to the performance as to National Fire Protection Association-701.

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

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

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

C.9 VAAR 852.212-71 GRAY MARKET AND COUNTERFEIT ITEMS (FEB 2023)

(a) No used, refurbished, or remanufactured supplies or equipment/parts shall be provided. This procurement is for new Original Equipment Manufacturer (OEM) items only. No gray market items shall be provided. Gray market items are OEM goods intentionally or unintentionally sold outside an authorized sales territory or sold by non-authorized dealers in an authorized sales territory.

(b) No counterfeit supplies or equipment/ parts shall be provided. Counterfeit items include unlawful or unauthorized reproductions, substitutions, or alterations that have been mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified item from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitutions include used items represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics.

(c) Vendor shall be an OEM, authorized dealer, authorized distributor, or authorized reseller for the proposed equipment/system, verified by an authorization letter or other documents 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.10 VAAR 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-

DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (DEVIATION)

(a) Definition. for the Department of Veterans Affairs, ‘‘Service-disabled Veteran-owned small business concern or SDVOSB’’:

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled Veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.201,…