36C25725Q0142.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. UEI: EFT:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

740-25-2-2075-0005

36C25725Q0142

Lesley Kitchen None 12-13-2024

3PM CST

36C257

Department of Veterans Affairs

NCO 17 North Texas Healthcare System

Regional Procurement Office West (RPO-W)

124 E. Hwy 67, Suite 100

Duncanville TX 75137

X

811210

$34 Million

N/A

36C257

Department of Veterans Affairs

VISN 17 North Texas Healthcare System

2601 Veterans Drive

Harlingen TX 78550

36C257

NCO 17

Department of Veterans Affairs

North Texas Veterans Health Care Center

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

Description: Alcon Centurion PM Services

The Contractor shall provide a quote for PM Services in

Accordance with the Statement of Work. This is an acquisition

IAW Part 13.

NOTIFICATION to OFFEROR:

Offerors must complete and return all information designated

In block 9 of the SF1449 Pg 1.

Blocks 30a, 30b, 30c on page 1 of the SF1449 must be completed

And signed in order to be considered for award. Required

Documents and instructions for quote submission are included

In the Addendum to FAR 52.212-1. Instructions to Offerors-

Commercial Products and Commercial Services.

See CONTINUATION Page

Tommy Haire

Contracting Officer

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

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 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

2000)

C.5 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

C.6 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT

REQUESTS (NOV 2018)

C.7 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT

2020)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (MAY 2024) Error! Bookmark not defined.

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY

REFERENCE (FEB 1998)

E.2 52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021)

E.3 52.204-24 REPRESENTATION REGARDING CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT (NOV 2021)

E.4 52.204-29 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT

ORDERS—REPRESENTATION AND DISCLOSURES (DEC 2023)

E.5 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

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: Name: _____________________________

Address: _____________________________

City/State/Zip: _____________________________

POC Name: _____________________________

POC Phone: _____________________________

POC Email: _____________________________

SAMS UEI: _____________________________

b. GOVERNMENT: Contracting Officer 36C257 Tommy Haire Tommy.Haire@va.gov

Department of Veterans Affairs NCO 17 North Texas Healthcare System Regional Procurement Office West (RPO-W)

Contract Specialist 36C257 Lesley Kitchen

Lesley.kitchen@va.gov Department of Veterans Affairs NCO 17 North Texas Healthcare System Regional Procurement Office West (RPO-W)

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, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic

Submission of Payment Requests.

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

AMENDMENT NO DATE

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

12.00 MO __________________ _________________

2 Alcon Centurion Service Maintenance Agreement BASE POP

01/01/2025 - 12/31/2025

S/N 1802433401X S/N 1802432701X Contract Period: Base POP Begin: 01-01-2025

POP End: 12-31-2025 LOCAL STOCK NUMBER: Item 1

2 Alcon Centurion Service Maintenance Agreement S/N 1802433401X S/N 1802432701X Contract Period: Option 1

POP Begin: 01-01-2026 POP End: 12-31-2026

S/N 1802433401X S/N 1802432701X

Contract Period: Option 2 POP Begin: 01-01-2027 POP End: 12-31-2027

S/N 1802433401X

S/N 1802432701X Contract Period: Option 3 POP Begin: 01-01-2028 POP End: 12-31-2028

S/N 1802433401X

S/N 1802432701X Contract Period: Option 4 POP Begin: 01-01-2029 POP End: 12-31-2029

GRAND TOTAL _________________

B.3 DELIVERY SCHEDULE

ITEM

NUMBER SHIPPING INFORMATION QUANTITY

DELIVERY

DATE

0001-

SHIP TO: Valley Coastal Bend Attn Biomed 2601 Veterans Dr Harlingen, TX 78550

12.00 01-01-2025 to 12-31-2029

B.4 STATEMENT OF WORK

1. Contract Title. VA Owned Centurion Surgical Units Comprehensive Service

Maintenance Agreement (Centurion Vision System Service Agreement).

2. Background.

This service contract is required to keep the equipment operational to Original

Equipment Manufacturer (OEM) specifications for repairs and preventative maintenances. Biomed currently does not have the training or equipment necessary to service this equipment to meet OEM specifications.

3. Scope of Work.

The contractor shall provide continuation of uninterrupted Service maintenance, preventative maintenance, and repair to prevent disruption. All tasks shall be in accordance with the procedures recommended by the respective Original Equipment

Manufacturer (OEM). The contractor shall provide all the management, tools, supplies, equipment, and labor necessary to maintain and repair government owned equipment listed in section 4.3.1 located at the VA campus in Harlingen, TX. The certified contractor/vendor/Full-time Equivalent (FTE) must be trained by the OEM and provide a technical training certificate from the OEM if requested. Only OEM parts can be used, and any refurbished parts must come from the OEM and if requested documentation must be provided for parts origins. The contractor shall provide copies of all field service maintenance work orders related to the equipment listed in section 4.3.1. The contractor shall furnish all parts, paints, lubricants, cleaning supplies, special tools, service manuals, software, firmware, hardware, and diagnostic equipment that are necessary to service, maintain, and certify as required.

4. Specific Tasks.

4.1.1. Service Call Response: The Contracting Officer’s Representative (COR) will act as the first responder to establish the severity of the failure. The Biomedical Department or COR will then notify the contractor’s Customer Service Dispatch Office to initiate a service call. The contractor shall respond by phone within 2 hours and the authorized

Alcon service technician will arrive at the hospital to start the repair request within 48 hours not including Saturday, Sunday and federal holidays of initial service call.

4.1.2. Preventative Maintenance: The contractor shall ensure that all equipment listed in section 4.3.1 is maintained to the OEM’s specifications and recommendations by performing Preventive Maintenance (PM) task. The contractor shall ensure all equipment listed operates safely, are clean, free of defects, and free of corrosion. The contractor shall minimize disruptions and inconveniences to users and complete the PM within the first fifteen business days of the month the PM is scheduled. If unable to complete scheduled service within the first 15 business days, the Biomed Department or COR must be notified prior to the last business day. Copies of the PM Service reports must be provided to the Biomedical Supervisor and COR.

4.1.3. Schedule: A minimum of one business work week prior to scheduling a preventative maintenance (PM) visit to the medical center, the contractor shall call the

COR at 956-226-5440 or Biomed Supervisor at 956-291-9096 to verify equipment availability for inspection.

4.1.4. Signs, Barriers, and Labels: If a hazardous condition might exist the contractor shall place signs and all necessary barriers to warn of a potentially hazardous condition or equipment. A signed and dated label indicating the contractors’ name, date of service/pm and next service/pm due date and initials of service technician shall be prominently affixed to the equipment.

4.1.5. Property Control: The contractor shall obtain approval of the COR before removing any item from its existing location on campus.

4.1.6. Equipment Repair Service: After notification of service requirement, unless otherwise approved by the COR, the contractor shall return the equipment to operational condition within 48 hours (not including weekends or government holidays).

The contractor shall notify the Biomedical Supervisor and COR when any replacement part must be ordered, repair delays are expected and availability of loaner equipment.

The contractor must sufficiently notify users of the expected delay and provide a replacement or loaner at no cost to the VA via next day delivery of the same kind in the event that the repair time exceeds 10 workdays.

4.1.7. Parts: All replacement parts will be new OEM parts. No reconditioned or remanufactured parts are acceptable unless they meet or exceed OEM’s specifications for reconditioning. Only OEM parts can be used, and any refurbished parts have to come from the OEM and if requested documentation must be provided for parts origins.

The contractor shall not exceed established repair cost limits without prior approval by the contracting officer. Contractor is responsible for the return of any exchange or repair parts that need to be returned to the manufacture.

4.1.8. Telephone Assistance: The contractor shall provide telephone assistance 24 hours per day for the equipment covered under this contract. Telephone assistance shall be a toll free to the Government. The Biomedical Department or COR shall be able to call and receive assistance in correcting problems with equipment operation.

4.1.9. Updates: The contractor is responsible for providing and installing manufacture designed and issued field modifications, safety corrections and revisions for correcting software and equipment deficiencies. The contractor will verify that all devices listed in section 4.3.1 have the most current firmware, hardware, and software updates available by Alcon during the first on-site visit in the contract year.

4.1.10. Training: The contractor shall provide training manuals to both the biomed and surgical department who will service the equipment listed in section 4.3.1. It must indicate they are approved/trained by the OEM to service, calibrate, maintain and install all software and hardware upgrades. Contractor must be trained by the OEM and provide a technical training certificate from the OEM if requested.

4.2 Task 1. General Information

4.2.1. Quality Control: Contractor shall develop and maintain a quality program to ensure services are performed in accordance with commonly accepted commercial practices for equipment maintenance and repair. The contractor shall develop and implement procedures to identify and prevent defective services from recurring. As a minimum, the contractor shall develop quality control procedures that address the items identified in section 4.3.1.

4.2.2. Quality Assurance: The government will periodically evaluate the contractor’s performance.

4.2.3. Hours of Operation: The VA Medical Centers normal hours of operation are from

7:30 a.m. to 4:30 p.m., Monday through Friday, workweek excluding Federal Government

Holidays. Overtime, weekend, and holiday service, if requested will be billable to the customer at 1.5 (1 ½) times the normal rates. The COR must approve any billable charges (OT, parts, etc.) failure to receive approval could result in non-payment for billable services provided. The Federal

Government Holidays are New Year’s Day, Martin Luther King’s Jr’s Birthday, Presidents Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. In the event one of the holidays fall on a weekend then the adjoining workday is then considered a Federal Government

Holiday.

4.2.4. Security Requirements: When the Contractor’s Service Technician(s) arrive at the VA Medical Center they will go to check in with the police and alert the Biomed

Department in Harlingen Healthcare Clinic (HCC) building, Room 1B-172 to check in. If contractor does not have a VA contractor ID badge provided by this campus a biomed representative will escort the contractor to the VA Police station to be issued a Visitor

Pass which must be returned at the end of each day unless otherwise instructed.

4.2.5. Special Qualifications: All Contractor and Sub-Contractor Service Technicians shall be trained and certified on all equipment identified in section 4.3.1. Training shall be on the same manufacture and model of the equipment identified in section 4.3.1. The contractor shall provide current completion of training certificate indicating the date training took place, training provider, date certificate was signed, and signature of certifying official for each Service Technician who will be assigned to work on the equipment under this contract.

4.3 Task 2. Equipment Maintenance Services

4.3.1 Contracted Equipment: Equipment service shall be rendered according to the

OEM’s recommendations. The following is a list of equipment to be included in this agreement along with the OEM peripherals associated with each device, carts, foot switches, and hand pieces.

Quantity Manufacture Product Serial # Location Date of Last PM

1 Alcon Centurion Vision System 1802432701X 3E100 Aug 2024

1 Alcon Centurion Vision System 1802433401X 3E100 Aug 2024

4.3.2 Performance Period: The period of performance of this contract shall consist of one 12- month base period, January 1, 2025 to December 31, 2025. At the discretion of the Contracting Officer, the Government may exercise up to four 12-month option periods.

Option Year 1: January 1, 2026 to December 31, 2026

Option Year 2: January 1, 2027 to December 31, 2027

Option Year 3: January 1, 2028 to December 31, 2028

Option Year 4: January 1, 2029 to December 31, 2029

4.3.3 Type of Contract: Firm fixed price.

4.3.4 Place of Performance: The preventive maintenance will be performed at VA

Valley Coastal Bend, Health Care Center at Harlingen (HCC), located at 2601 Veterans

Drive, Harlingen, Texas 78550.

5. Performance Monitoring

This will be monitored by the contractor providing the Biomed Supervisor and COR copies of all service reports during the contract period of performance. The contractor must also check-in and out prior to starting any type of work (pm, repair, updates) on the VA campus and at the completion of services performed. All devices listed in section

4.3.1 must always have a current inspection/PM tag on it.

6. Security Requirements

The contractor will have access to the equipment that is listed in section 4.3.1 above but none of these devices are connected to the network. Any hard drive that is replaced must be returned to Biomed for disposal and must not leave this campus.

7. Government-Furnished Equipment (GFE)/Government-Furnished Information

(GFI).

8. Other Pertinent Information or Special Considerations.

The contractor will provide service technicians that are specialized in serving the Alcon equipment listed in section 4.3.1 have OEM training on these devices.

a. Identification of Potential Conflicts of Interest (COI).

b. Identification of Non-Disclosure Requirements.

Only the OEM will have access to the manufacture’s proprietary software/hardware.

These two devices listed in section 4.3.1 do not connect to the hospital network.

c. Packaging, Packing and Shipping Instructions.

If contractor decides to have materials or parts drop shipped to the VA facility, they must use the following address below to ensure that shipment is received to reduce any delays.

Department of Veteran Affairs Texas Valley Coastal Bend Attn: Biomed

2601 Veterans Dr

Harlingen, Tx 78550

Contractor is responsible for the cost of return packaging and shipping on any parts or materials that have to be returned to the manufacture. Packaged and pre-paid shipments can be delivered to the logistics warehouse for UPS or FedEx pickup.

d. Inspection and Acceptance Criteria.

The contractor will provide the Biomedical Supervisor and COR with copies of all service reports and ensure all PM tags are current on devices listed in section 4.3.1.

Contractor will also check in and out at the police window and then biomed department

HCC building room 1b-172 upon each visit and departure ensuring that COR is aware of any/all visits.

9. Changes To Statement Of Work.

Any changes to this SOW shall be authorized and approved only through written correspondence from the CO. A copy of each change will be kept in a project folder along with all other products of the project. Costs incurred by the contractor through the actions of parties other than the CO shall be borne by the contractor.

10. Travel.

The Government anticipates travel under this effort to perform the tasks associated with the effort through the period of performance. Include all estimated travel costs in your firm-fixed price line items. These costs will not be directly reimbursed by the

Government.

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance.

The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the

Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the

Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation

(FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the

Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

and

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause

(e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award

Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than

System for Award Management), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5

CFR part 1315.

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the

Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part

1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see

52.212-5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the

Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

33.211 if—

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

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting

Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work.

Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the

Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the

Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

(p) Limitation of liability. Except as otherwise provided by an express warranty, the

Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40

U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

Act violation (31 U.S.C. 1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism

(e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the

Government or any Government authorized end user to such clause.

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

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the

Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the

Contracting Officer will make their full text available.

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

C.2 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/

(End of Clause)

FAR

Number

Title Date

52.204-13 SYSTEM FOR AWARD MANAGEMENT

MAINTENANCE

OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

(End of Addendum to 52.212-4)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

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

(a) The Government may extend the term of this contract by written notice to the

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

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

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

(End of Clause)

C.5 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.

(End of Clause)

C.6 VAAR 852.212-71GRAY 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.

(End of clause)

C.7 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS

(NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a

Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

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

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

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

National Standards Institute (ANSI).

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

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the

Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

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

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

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

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

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

(End of Clause)

C.8 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting

Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.9 52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders--Commercial Products and Commercial Services (NOV 2024)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (JAN 2017) (section 743 of Division E. Title VII, of the Consolidated and

Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kapersky Lab Covered Entities (DEC 2023) (Section 1634 of

Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (NOV 2021) Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV

2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors

(Mar 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws

108-77 and 108-78) (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the

Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

[ ] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655). (Exceeding SAT)

[ ] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41

U.S.C. 3509)). (If contract value is expected to exceed $6M and performance period is

120 days or more)

[ ] (3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.) (All solicitations and contracts funded in whole or part with Recovery Act funds)

[ X ] (4) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) ( 41 U.S.C.

4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

(all solicitations and contracts, except solicitations and contracts of DoD, NASA, the

Coast Guard, or applicable elements of the intelligence community).

[ ] (5) 52.204-10, Reporting Executive Compensation & First-Tier Subcontract Awards

(JUN 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note). ($30K or more, N/A if FPDS does not apply)

[ ] (6) [Reserved].

[ ] (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-

117, section 743 of Div. C). (Solicitations & contracts for services (including construction) that meet or exceed thresholds at FAR 4.1703, except for indefinite-delivery contracts. N/A for actions entirely funded by DoD, contracts awarded with a generic entity identifier, or in classified solicitations, contracts, or orders; Annual

Report due Oct 31 thru SAM)

[ ] (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C). (Solicitations & indefinite-delivery contracts for services (including construction) where one or more orders issued thereunder are expected to each meet or exceed the thresholds at FAR

4.1703. N/A for actions entirely funded by DoD, contracts awarded with a generic entity identifier, or in classified solicitations, contracts, or orders; Annual Report due

Oct 31 thru SAM)

[ ] (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023)

(Section 102 of Division R of Pub L. 117-328). (In all solicitations and contracts, unless an exception is granted in accordance with OMB Memorandum M-23-13.) More prescriptive info below in NOTES.

[ ] (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal

Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency https://www.acquisition.gov/far/part-4#FAR_4_1703 https://www.acquisition.gov/far/part-4#FAR_4_1703

Contracts. (Dec 2023) ( Pub. L. 115–390, title II). In all Federal Supply Schedules, Governmentwide acquisition contracts, and multi-agency contracts where FASCSA orders are applied at the order level, CO will insert in the basic contract solicitation and resultant contract (see 4.2304(b)(1)(ii)).

[ ] (11) (i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders—

Prohibition. (Dec 2023) ( Pub. L. 115–390, title II). In solicitations and contracts if the conditions specified at 4.2304(a)(1) apply, except for Federal Supply Schedules, Governmentwide acquisition contracts, and multi-agency contracts.

[ ] (ii) Alternate I (Dec 2023) of 52.204–30. For acquisitions where conditions specified at 4.2304(a)(2) apply.

[ ] (12) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment (NOV 2021) (31 U.S.C.

6101 note). (Applies to solicitations and contracts over $35,000).

[ ] (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (OCT 2018) (41 U.S.C. 2313). (Over $600K & offeror checked “has” in paragraph (b) of FAR 52.209-7)

[ ] (14) [Reserved].

[ ] (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022)

(15 U.S.C. 657a). (Solicitations and contracts for acquisitions that are set aside or awarded on a sole-source basis to, HUBZone small business concerns under FAR

19.1305 or 19.1306. This includes multiple-award contracts when orders may be set aside for HUBZone small business as described in FAR 8.405-5 and 16.505(b)(2)(i)(F) or when orders may be issued directly to one HUBZone small business concern in accordance with FAR 19.504(c)(1)(ii)).

[ ] (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its https://www.govinfo.gov/link/plaw/115/public/390 https://www.govinfo.gov/link/plaw/115/public/390 https://www.acquisition.gov/far/part-19#FAR_19_1305 https://www.acquisition.gov/far/part-19#FAR_19_1306 https://www.acquisition.gov/far/part-8#FAR_8_405_5 https://www.acquisition.gov/far/part-16#FAR_16_505 https://www.acquisition.gov/far/part-19#FAR_19_504 offer) (15 U.S.C. 657a). (Solicitations and contracts conducted using full and open competition)

[ ] (17) [Reserved]

[ ] (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C.

644). (Use for solicitations and contracts involving total small business set-asides.

This includes multiple-award contracts when orders may be set-aside for any of the small business concerns identified in FAR 19.000(a)(3), as described in FAR 8.405-5 and 16.505(b)(2)(i)(F))

[ ] (ii) Alternate I (MAR 2020) of 52.219-6. (When including FPI in the competition in accordance with FAR 19.502-7)

[ ] (19)(i) 52.219-7, Notice of…