36C25721Q0743.docx

36C25721Q0743

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25721Q0743 04-27-2021 Dr. Vinicky Ann Ervin Ph.D.

210-694-6306 05-07-2021 9:00

CDT

Department of Veterans Affairs VISN17 Network Contracting Activity 7400 Merton Minter Blvd. (10N17/90C) San Antonio

TX

78229 X X 339112 1000 Employees N/A X Department of Veterans Affairs VISN17 Network Contracting Activity 7400 Merton Minter Blvd. (10N17/90C) San Antonio

TX

78229-4401 Department of Veterans Affairs VISN17 Network Contracting Activity 7400 Merton Minter Blvd. (10N17/90C) San Antonio

TX

78229

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

(877) 353-9791

(512) 460-5540 See CONTINUATION Page See CONTINUATION Page X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C257

Department of Veterans Affairs VISN17 Network Contracting Activity 7400 Merton Minter Blvd. (10N17/90C) San Antonio TX 78229

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.

This is accomplished through the Tungsten Network located at:

http://www.fsc.va.gov/einvoice.asp This is mandatory and the sole method for submitting invoices.

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

Page 1 of Page 1 of South Texas Veterans Health Care System (San Antonio, TX) STVHCS Consolidated Lease Project SA Northwest Health Care Center Outpatient Clinic 7400 Merton Minter San Antonio, TX 78229

SA Northwest Health Care Center Outpatient Clinic Initial Outfitting, Transition & Activation Project Equipment Package General Conditions and Statement of Work Package #020

PACS

1 Introduction The VA SA Northwest Health Care Center Outpatient Clinic (NWHCC) has a requirement to purchase PACS with an authorized vendor to supply and deliver the item(s) identified in Table 1 below. This requirement is in support of a basis of design brand or equal requirement. See FAR Clause 52.211-6 – Basis of Design Brand or Equal (AUG 1999) for additional information. See attachments for salient characteristics. This requirement is in support of the activation of the NWHCC. Item(s) are to be delivered to the location specified in section 2.4.1.

Table 1 – Package Items Summary

2 General Conditions

2.1 Site Address

2.1.1 The address of the VA SA Northwest Health Care Center Outpatient Clinic is listed below. Additional information on delivery is located in section 2.4.

SA Northwest Health Care Center Outpatient Clinic Initial Outfitting, Transition and Activation Project 9939 State Hwy 151 San Antonio, TX 78251

2.2 Delivery Schedule

Items shall be delivered no earlier than the estimated delivery start date and no later than the delivery end date listed in Table 2 below.

2.3 Schedule and Order Management

2.3.1 The above delivery schedule is based upon the current construction schedule, which is subject to change. The vendor shall not increase prices for a change in delivery date for up to 30+ days due to construction delays.

2.3.2 The awardees actual delivery dates will be confirmed by VA upon award.

2.3.3 Post-award the vendor will coordinate delivery prior to beginning any work (see section 2.4). Once the dates have been confirmed, modifications to the schedule are subject to written approval by the VA POC and the vendor. Schedule changes that are beyond the dates specified in the contract will require approval by the Contracting Officer and a contract modification.

2.4 Delivery and Receiving

2.4.1 Delivery and receipt of the proposed items is anticipated to be directed to the location identified below. Confirmation of delivery location will be provided by the VA POC post-award. Delivery must be coordinated with VA Logistics POC Ronnie Barber (primary), 210-617-5300 x19264 or Joseph Catrucco (secondary), 210-617-5300 x15306 prior to any attempts at delivery. Any item that has not been coordinated will be turned away and any additional charges will be the responsibility of the sender/transportation company.

☒ VA SA Northwest Health Care Center Outpatient Clinic (Direct Delivery to address detailed in paragraph 2.1.1)

2.4.2 Delivery shall be freight on board (FOB) – Destination.

2.4.3 The vendor is required to define the need for a staging area to accommodate item delivery, if needed. Post-award, this information will be confirmed with the vendor.

2.4.4 The delivery of items identified in this document shall take place during normal business hours which are defined as: 0800 to 1630 (i.e.: 8:00am to 4:30pm Central Time), Monday through Friday, and excluding Federal Holidays.

2.4.5 Delivery trucks will not be permitted to remain at the loading dock. Trucks shall be unloaded, moved from the dock, and then brought back to the dock if required to haul out any waste, tools, or excess materials.

2.4.6 Labeling of delivered items shall include the awarded contract number and VA purchase order number for identification and reference upon receipt of product.

2.5 Use of Warehouse

2.5.1 If the vendor requires the use of the Government’s activation contractor’s warehouse to meet the requirements of this contract the vendor must provide a certificate of insurance prior to the delivery and offloading of the item(s). This insurance certificate must be completed and presented to the activation contractor prior to delivery.

2.5.2 The vendor shall communicate through the VA POC any required coordination requirements.

2.6 Clean Up and Disposal

2.6.1 There are no dumpsters available for vendor use.

2.6.2 The removal of waste and/or excess material shall be conducted through the loading dock area. Delivery trucks and/or other vendor vehicles will not be permitted to remain at the loading dock. Vehicles will need to be brought back to the dock if required to remove any waste, tools, or excess materials.

2.7 Deliverables

2.7.1 The vendor shall provide CAD drawings (including shop drawings) and specifications for site prep for their product as required.

2.7.2 The vendor shall provide a completed VA Form 6550 with submittal documents for any and all item(s) that may connect to the VA network and medical devices that store sensitive patient information.

2.8 Assembly and Installation [ ☐ is ☒ is not required]

2.8.1 The vendor is required to manage and coordinate installation at the VA NWHCC with the VA POC.

2.8.2 On-site assembly and installation of items, and performance of services identified in this document shall take place during normal business hours which are defined as: 0800 to 1630 (i.e.: 8:00am to 4:30pm Central Time), Monday through Friday, and excluding Federal Holidays.

2.8.3 The vendor is required to define the need for a staging area to accommodate item assembly and installation, if needed. Post-award, this information will be confirmed with the vendor.

2.8.4 The vendor is required to provide tools, labor and materials to complete assembly and installation of the items detailed in this document.

2.8.5 The vendor shall protect all finished spaces and surfaces as required from delivery and installation damage. The vendor shall use covering and protection to the extent necessary to prevent damage to finished spaces. Any damage occurred during delivery and installation is the responsibility of the vendor. The vendor will be responsible for paying for and repairing any damage or noted deficiencies to finished spaces and surfaces that occur as a result of the vendor’s (or associated sub-contractors) installation.

2.8.6 During the entire duration of assembly and installation, the vendor will have a competent representative on-site as the vendor’s contact, and to serve as the interface between the vendor and VA NWHCC. On-site representative can be the installer. All instructions provided from COR to the representative will be binding as if given to the vendor’s main contact. The COR may provide specific instructions, however, only the Contracting Officer may change the terms or conditions of the contract.

2.9 Training [ ☐ is ☒ is not required]

2.9.1 The vendor shall coordinate through the VA POC to provide a hands-on training session to staff selected by the VA. Training shall be completed within 45 days after final installation of equipment. The vendor will record the training and provide a electronic copy of the training to the VA POC for VA to use to train additional personal at a future date. In addition, the vendor shall provide additional training documents to the VA POC for training additional persons at a future date.

2.10 Standard Warranty

2.10.1 The products shall be covered by vendor’s standard warranty terms and provisions, provided, however that the warranty coverage shall be no less than the following:

2.10.2 The Vendor shall provide a warranty certificate/form stating the warranty period, terms, and information required to initiate the warranty.

2.10.3 The warranty period set forth therein shall run for one year following the first day of use at NWHCC;

2.10.4 The vendor shall extend such warranty directly to the customer as if such customer had purchased the Products directly from the vendor;

2.10.5 The vendor shall warrant the products against defects in material and workmanship under normal use and service, repair or replace at vendor’s cost any defective Product (or issue a credit or refund, as the case may be, based on the purchase price paid therefor); and

2.10.6 The vendor shall pay (or refund the amount of) all freight and shipping charges for any defective Products returned under this paragraph.

2.11 Use of Premises

2.11.1 If during the performance of this contract, work will be carried out on VA NWHCC premises, the vendor shall perform all work in such a manner that will cause a minimum interference with VA NWHCC operations and the operations of other contractors on the premises.

2.11.2 The vendor shall communicate through the VA POC any required coordination requirements with the General Construction contractor prior to and during delivery and installation activities.

2.11.3 The project may be an active construction site during delivery and installation. The vendor shall take all necessary precautions to protect the premises and all persons and property therein from damage or injury. The vendor shall assume responsibility for taking precautions for the vendor's (and associated subcontractors’) employees, agents, licensees, and permittees. The vendor shall abide by any safety requirements imposed by the GC (e.g. hard hats, safety vests).

South Texas Veterans Health Care System (San Antonio, TX) STVHCS Consolidated Lease Project SA Northwest Health Care Center Outpatient Clinic 7400 Merton Minter San Antonio, TX 78229

General Conditions and Statement of Work

PACS

7400 Merton Minter San Antonio, TX 78229

Total Quantity: 1 ☐ Finish Sample Required if Checked ☐ Manufacturer Certified Installation Required if Checked ☐ BMET Training Required if Checked ☐ End User Training Required if Checked Item Name: Media Writer Basis of Design Brand or Equal: PACSgear | Media Writer D200 | D200 Width: 14 in. Depth: 15 in. Height: 18 in.

Salient Characteristics: Main Image:

Capability to burn DICOM studies and reports to CDs/DVDs or USB flash drives to create a complete and portable medical record. Embedded viewer for patients and physicians to view studies and reports anywhere. Holds 100 discs (CD and/or DVD). Burn/Print time per disc: 3-4 minutes.

General Conditions and Statement of Work Package 020: PACS

7400 Merton Minter

☐ Finish Sample Required if Checked ☐ Manufacturer Certified Installation Required if Checked ☐ BMET Training Required if Checked ☐ End User Training Required if Checked Item Name: Computer, Workstation, Fusion Basis of Design Brand or Equal: Dell Width: 21 in. Depth: 19 in. Height: 23 in.

Salient Characteristics: Main Image:

Desktop tower computer with Intel Xeon Six-Core E5-1650V4, 3.6GHz. 64GB Ram. 500GB or larger SSD (spinning disk is not acceptable). Windows 10 professional operating system. Barco video card to be included with display port out. Must include 1 gigabyte network connects. Must include keyboard, mouse and card reader.

General Conditions and Statement of Work Package 020: PACS

7400 Merton Minter

Total Quantity: 9 ☐ Finish Sample Required if Checked ☐ Manufacturer Certified Installation Required if Checked ☐ BMET Training Required if Checked ☐ End User Training Required if Checked Item Name: Computer, Workstation, Tech Basis of Design Brand or Equal: Dell Width: 21 in. Depth: 19 in. Height: 23 in.

Salient Characteristics: Main Image:

Desktop tower computer with Intel Xeon Six-Core E5-1650V4, 3.6GHz. 32GB Ram. 500GB or larger SSD (spinning disk is not acceptable). Windows 10 professional operating system. Barco MXRT 5600 video or most current version. Must include keyboard, mouse and card reader.

General Conditions and Statement of Work Package 020: PACS

7400 Merton Minter

☐ Finish Sample Required if Checked ☐ Manufacturer Certified Installation Required if Checked ☐ BMET Training Required if Checked ☐ End User Training Required if Checked Item Name: Computer, Workstation, Uniti Basis of Design Brand or Equal: Dell Width: 21 in. Depth: 19 in. Height: 23 in.

Salient Characteristics: Main Image:

Desktop tower computer with Intel Xeon Six-Core E5-1650V4, 3.6GHz. 128GB Ram. 500GB or larger SSD (spinning disk is not acceptable). Windows 10 professional operating system. Barco video card to be included with display port out. Must include 1 gigabyte network connects. Must include keyboard, mouse and card reader.

General Conditions and Statement of Work Package 020: PACS

7400 Merton Minter

Total Quantity: 9 ☐ Finish Sample Required if Checked ☐ Manufacturer Certified Installation Required if Checked ☐ BMET Training Required if Checked ☐ End User Training Required if Checked Item Name: Monitor, PACS, Dual, Tech Basis of Design Brand or Equal: Barco | Single | MON213B Width: 22.75 in. Depth: 9.75 in. Height: 22 in.

Salient Characteristics: Main Image:

Dual 24.1" color LCD display monitor. Features 1920 x 1200 resolution, 0.270 x 0.270mm pixel pitch. Calibration compliant with the DICOM Part 14 standard. Widescreen 16:10 aspect ratio. Supplied accessories: AC power cord, signal cables (DVI-D - DVI-D, DisplayPort - DisplayPort), USB cable, Utility Disk (RadiCS LE, ScreenManager Pro for Medical, user's manual). FDA 510(k) clearance for General Radiography.

General Conditions and Statement of Work Package 020: PACS

7400 Merton Minter

☐ Finish Sample Required if Checked ☐ Manufacturer Certified Installation Required if Checked ☐ BMET Training Required if Checked ☐ End User Training Required if Checked Item Name: Monitor, PACS, Mammo Basis of Design Brand or Equal: Barco | Coronis Uniti | DDC1210B Width: 31.3 in. Depth: 5 in. Height: 24 in.

Salient Characteristics: Main Image:

33" 12 MegaPixel color LCD display monitor. Features 4200 x 2800 resolution, Viewing angle: 178 degrees Calibration compliant with the DICOM Part 14 standard. Widescreen 3:2 aspect ratio. Supplied accessories: AC power cord, signal cables (DVI-D - DVI-D, DisplayPort - DisplayPort), USB cable, Utility Disk (RadiCS LE, ScreenManager Pro for Medical, user's manual). FDA 510(k) clearance for General Radiography.

General Conditions and Statement of Work Package 020: PACS

7400 Merton Minter

☐ Finish Sample Required if Checked ☐ Manufacturer Certified Installation Required if Checked ☐ BMET Training Required if Checked ☐ End User Training Required if Checked Item Name: Monitor, PACS, Fusion Basis of Design Brand or Equal: Barco | Coronis Fusion 6MP | DDC610B Width: 28 in. Depth: 9.5 in. Height: 24.5 in.

Salient Characteristics: Main Image:

30" 6 MegaPixel color display monitor.

Color fusion display for flexible multimodality imaging Automated QA and calibration.

Features 3280 x 2048 resolution Aspect Ration 16:10 Viewing angle: 178 degrees Calibration compliant with the DICOM Part 14 standard.

General Conditions and Statement of Work Package 020: PACS

7400 Merton Minter

Total Quantity: 2 ☐ Finish Sample Required if Checked ☐ Manufacturer Certified Installation Required if Checked ☐ BMET Training Required if Checked ☐ End User Training Required if Checked Item Name: Monitor, PACS, Dual, Aux Basis of Design Brand or Equal: Eizo Nanao Technologies | Single | MON213EF Width: 22.75 in. Depth: 9.75 in. Height: 22 in.

Salient Characteristics: Main Image:

Dual 24.1" color LCD display monitor. Features 1920 x 1200 resolution, 0.270 x 0.270mm pixel pitch. Calibration compliant with the DICOM Part 14 standard. Widescreen 16:10 aspect ratio. Supplied accessories: AC power cord, signal cables (DVI-D - DVI-D, DisplayPort - DisplayPort), USB cable, Utility Disk (RadiCS LE, ScreenManager Pro for Medical, user's manual). FDA 510(k) clearance for General Radiography.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

M1801I COMPUTER WORKSTATION, TECH INCLUDING THE FOLLOWING ITEMS: PART# STD-WKS500DW10D, STANDARD WORKSTATION, QTY 9, $2,097.74 EA PART# SCR100, SMART CARD READER, QTY 9, $41.28 EA

LOCAL STOCK NUMBER: STD-WKS500DW10D

PART# SCR100, SMART CARD READER, QTY 11, $41.28 EA

LOCAL STOCK NUMBER: SCR100

JSN# X4110B MONITOR, PACS, DUAL TECH TO INCLUDE THE FOLLOWING: PART# MON213B, BARCO SINGLE 2MPIXEL COLOR 24" DISPLAY, QTY 18, $647.05

LOCAL STOCK NUMBER: MON213B

PART# VID240B, BARCO DIAGNOSTIC DISPLAY CONTROLLER, QTY 10, $751.54 EA

LOCAL STOCK NUMBER: VID240B

PART# NASTWKSW10, NA RAD SUPPORT TOOLS WORKSTATION, QTY 11, $63.65 EA

LOCAL STOCK NUMBER: NASTWKSW10

JSN M1801H COMPUTER, WORKSTATION, FUSION TO INCLUDE THE FOLLOWING ITEMS: PART# STD-WKS800DW10D, STANDARD WORKSTATION SUITABLE FOR DIAGNOSTIC USE 64GB, QTY 1, $2,768.63

LOCAL STOCK NUMBER: STD-WKS800DW10D

JSN# X4110E MONITOR, PACS, FUSION TO INCLUDE THE FOLLOWING ITEM: PART# DDC610B, BARCO CORONIS FUSION SINGLE 6 MPIXEL COLOR 30", QTY 1, $9,993.07

LOCAL STOCK NUMBER: DDC610B

JSN# 4110F MONITOR, PACS, DUAL, AUX TO INCLUDE THE FOLLOWING ITEM: PART# MON213EF, EIZO SINGLE 2.3 MPIXEL COLOR 24" DISPLAY, QTY 4, $348.07 EA

LOCAL STOCK NUMBER: MON213EF

JSN# M1801J COMPUTER, WORKSTATION, UNITI TO INCLUDE THE FOLLOWING ITEM: PART# ADV-WKS900DW10D, ADVANCED WORKSTATION SUITABLE FOR DIAGNOSTIC USE 128GB, QTY 1, $4,043.93

LOCAL STOCK NUMBER: ADV-WKS900DW10D

JSN# X4110D MONITOR, PACS, MAMMO TO INCLUDE THE FOLLOWING ITEM: PART# DDC1210B, VARCO CORONIS UNITI SINGLE 12 MPIXEL COLOR 33" DIAGNOSTIC DISPLAY, QTY 1, $26,750.02

LOCAL STOCK NUMBER: DDC1210B

PART# VID400B, BARCO HIGH-END DISPLAY CONTROLLER FOR DIAGNOSTIC DISPLAYS, QTY 1, $1,549.29

LOCAL STOCK NUMBER: VID400B

PART# KBD100, ILLUMINATED KEYBOARD, QTY 1, $138.16

LOCAL STOCK NUMBER: KBD100

PART# MAM100, SHUTTLEPRO FOR MAMMOGRAPHY WORKSTATIONS, QTY 1, $ 117.56 EA

LOCAL STOCK NUMBER: MAM100

JSN# M0430 MEDIA WRITER TO INCLUDE THE FOLLOWING ITEM PART# PER9104, LEXMARK HEALTHCARE PACSGEAR MEDIAWRITER D200 SYSTEM, QTY 1, $14,494.12 EA

LOCAL STOCK NUMBER: PER9104

PART# IMP338, CHANGE HEALTHCARE RADIOLOGY SOLUTIONS REMOTE REGULATORY COMPLIANCE VALIDATIN SERVICES, QTY 11, $93.75 EA

LOCAL STOCK NUMBER: IMP338

PART# WSA150, CHANGE HEALTHCARE RADIOLOGY SOLUTIONS SOFTWARE, QTY 1, $750.00 EA

LOCAL STOCK NUMBER: WSA150

B.3 DELIVERY SCHEDULE

9.00

11.00

18.00

10.00

11.00

1.00

1.00

4.00

1.00

1.00

1.00

1.00

1.00

1.00

11.00

1.00

General Conditions and Statement of Work Package 020: PACS

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 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 . 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.

(End of Clause) C.3 52.217-7 OPTION FOR INCREASED QUANTITY—SEPARATELY PRICED LINE ITEM (MAR 1989) The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within . Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-6 Notice of Total Small Business Set-Aside.

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

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

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

(End of Clause) C.6 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

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

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

(End of Clause)

C.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

(End of Addendum to 52.212-4)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in…