36C25925Q0598_1.docx

36C25925Q0598

GENERAL INFORMATION

SET-ASIDE

Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

POINT OF CONTACT*

Contract Specialist David Glanton david.glanton@va.gov 303-712-5703

PLACE OF PERFORMANCE

Cheyenne VA Medical Center (VAMC)

2360 east Pershing Avenue

Cheyenne WY

COUNTRY

ADDITIONAL INFORMATION

AGENCY CONTACT’S EMAIL ADDRESS

EMAIL DESCRIPTION

DESCRIPTION

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice

SEE ATTACHMENT

Combined Synopsis/Solicitation Notice

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9.

ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE

WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15

CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT

ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET

FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

36C25925Q0598 David Glanton 303-712-5703 07-18-2025

10AM

MDT

36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111 X 811210 $34 Million N/A X Department of Veteran Affairs Cheyenne VA Medical Center (VAMC) 2360 east Pershing Avenue Cheyenne WY 82001 36C259 Department of Veterans Affairs Network Contracting Office

NCO 19

6162 South Willow Drive, Suite 300 Greenwood Village CO 80111

Submitted Electronically Department of Veterans Affairs Financial Service Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page Contractor shall provide service for the DRX Revolution and the Lux 35 Detectors.

This is intended to be a 5yr Indefinite delivery indefinite with five Quantity (IDIQ) contract with ordering periods.

$0.00 See CONTINUATION Page X X Contracting Officer Page 1 of Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION

(Continuation from Standard Form 1449, block 18A.)

B.1.1. Contract Administration: All contract administration matters will be handled by the following individuals:

B.1.1.1. CONTRACTOR: Name: ________________________

B.1.1.2. GOVERNMENT: Contracting Officer Department of Veterans Affairs Rocky Mountain Network NCO 19 Contracting 6162 S. Willow Drive, Suite 300 Greenwood Village, CO 80111 Telephone: 303-712-5703

FAX: 303-712-5730

B.1.2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

B.1.3. GOVERNMENT INVOICE ADDRESS: Invoices shall be submitted in arrears:

c. Other [X] MONTHLY IN ARREARS B.1.4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically to the VA Financial Services Center for payment processing, free of charge. For any questions about the e-invoicing program, please contact the FSC at the phone number or email address listed below:

1. OB10/Tungsten e-Invoice Setup Information: (877) 752-0900

1. OB10/Tungsten e-Invoice email: USClientServices@ob10.com

1. FSC e-Invoice Contact Information: (877) 353-9791

1. FSC e-invoice email: vafsccshd@va.gov

1. The following two codes will be required when creating a vendor profile in OB10:

OB10 Buyer Number AAA544240062 Promo Code: VAPC7Y18

B.1.5. CONTRACTOR’S UNIQUE ENTITY ID (SAM): Please provide the Contractor’s Unique Entity ID number to be utilized for this contract: _________________________ B.1.6. TAX IDENTIFICATION NUMBER: Please provide the tax identification number to be utilized for this contract: _________________________ B.1.7. PERIOD OF PERFORMANCE: Services required herein shall be for the following time period:

BASE: August 1, 2025, through July 31, 2026 Option Year 1: August 1, 2026, through July 31, 2027 Option Year 2: August 1, 2027, through July 31, 2028 Option Year 3: August 1, 2028, through July 31, 2029 Option Year 4: August 1, 2029, through July 31, 2030

B.2 STATEMENT OF WORK

Cheyenne, Wyoming VA Medical Center Portable X-Ray Equipment Service Procurement The Cheyenne Wyoming Veterans Affairs Medical Center (VAMC) located at 2360 east Pershing Avenue, Cheyenne, Wyoming 82001 is seeking the service of a firm to supply qualified imaging equipment specialists to perform the requirements listed below. This agreement will be for a period of the base year plus four option years. Monitoring of imaging equipment will be performed at least annually by an imaging equipment specialist. Additional or more frequent monitoring may be necessary for new equipment installation or after repair or service that might change the performance of the equipment, the image quality, or potential radiation exposure to patients or personnel. The role of the imaging equipment specialist will be to monitor system-specific performance characteristics, optimize image quality, personnel qualifications, follow-up procedures, and assist with quality control as outlined in this scope of work. The goals are to produce optimal-quality diagnostic images, ensure performance standards are met, and to ensure that clinical use of the equipment and the information requirement of the examination are met.

Required Imaging Equipment Specialist Support and Services The Contractor will furnish all labor, material, supplies, equipment, and qualified personnel to provide on-site diagnostic medical physics support or services for the Veterans Health Administration (VHA), under the terms and conditions stated herein and must adhere to appropriate regulatory guidance such as the VHA Handbook 1105.04, Fluoroscopy Safety, dated December 18, 2024, http://vaww./va.gov/vhapublications/ViewPublications.asp?pub_ID=2764.

The Contractor shall comply with radiation protection standards in 29 CFR 1910.1096 and immediately report any unsafe conditions with the potential to adversely impact the facility radiation workers or patients to the Radiation Safety Officer (RSO) and adhere strictly to the minimum requirements listed in this scope of work.

1. Qualifications All work shall be performed by a qualified imaging equipment specialist. A qualified imaging equipment specialist is a person who has been certified by equipment manufactures to work on specific pieces of medical equipment. These technicians must have a working knowledge of DRX Revolution Mobile X-Ray systems and Lux 35 Detectors.

· Each respondent must have an established business, with an office and full-time staff. The staff shall include a fully qualified FSE and fully qualified alternate FSE.

· “Fully Qualified” is based on successful completion of factory training and experience in the field. For training, the FSE shall have successfully completed a formalized training program for the equipment identified in the schedule. For field experience, the Field Service Engineers (FSE) shall have a minimum of two years’ experience (with the exception of equipment on the market for less than two years) with respect to scheduled and unscheduled preventive and remedial maintenance, on the covered equipment.

· The FSEs shall be authorized by the contractor to perform the maintenance services. All work shall be performed by fully qualified competent FSEs. The contractor shall provide copies of all factory certificates for FSEs showing types of equipment and dates of training for all equipment identified in the schedule. When deemed appropriate, the CO and/or COR reserve the right to prohibit contractor personnel from working on VAMC equipment.

2. Mandatory Services to be Performed

a. Scheduled Maintenance

b. The Contractor shall perform PM Service to ensure that the equipment listed in the schedule performs in accordance with the original manufacturer’s specifications. Annual PM Service must be completed by September 30th of each year. An outline of the Maintenance schedule and procedures shall be provided to the CO within 2 weeks of award of the contract. The contractor shall provide a written description of the Maintenance Inspections. This description shall include an itemized list of the procedures performed, including electrical safety. Maintenance services shall include, but not be limited to the following:

· Cleaning of equipment.

· Reviewing operating system software diagnostics to ensure that the system is operating in accordance with the manufacturer’s specifications.

· Calibrating and lubricating the equipment.

· Performing remedial, non-emergent maintenance.

· Testing and replacing faulty and worn parts and/or parts likely to fail or become faulty or worn.

· Inspection and replacement of worn or frayed electrical wiring and cables.

· Returning the equipment to the operating condition and mode.

· Providing documentation of services performed

c. All service/repairs shall be performed during normal hours of coverage unless requested or approved by the COR. The only exception is hardware/software update/upgrade installations which shall be scheduled and performed outside normal hours of coverage at no additional charge to the Government (unless it would be detrimental to equipment up-time; to be determined by the COR. The contractor shall provide software/hardware updates at no charge.

d. PM inspection and calibration of the hard copy imaging device services shall be performed in conjunction with all other Maintenance as outlined in the schedule submitted by the contractor and agreed to by the VA. All exceptions to the Maintenance schedule shall be arranged and approved in advance with the COR. The Contractor shall provide and utilize procedures and checklists with worksheet originals indicating work performed and actual values obtained (as applicable). This documentation shall be provided to the COR at the completion of the Maintenance.

e. Work performed outside the normal hours of coverage, at the request of FSE, shall be considered service during normal hours of coverage and shall be exempt from a labor hour charge.

b. Unscheduled Maintenance

a. The contractor shall provide a repair service which may consist of calibration, cleaning, oiling, adjusting, replacing parts, and maintaining the equipment, to include all intervening service calls performed between scheduled services and calibrations. All required parts shall be furnished to the VA at no cost. The contractor shall repair the equipment to a functional level equivalent to the original manufacturer’s specifications.

b. Only the CO, COR or alternate designated by the CO has the authority to approve/request an unscheduled maintenance service call to the contractor.

c. The contractor's FSE shall respond on site within four (4) hours after receipt of request for service. The contractor shall provide parts, if required to effect repair, within 24 hours of diagnosing the problem.

d. There shall be no hourly charge to the Government for unscheduled maintenance performed within the normal hours of coverage defined in the statement of work. Work performed outside the normal hours of coverage, at the request of the COR, shall be invoiced at the price listed in the schedule. Invoicing may include service time plus one (1) hour for travel time. In the event of a government caused delay, the VA will pay hourly labor charges for unscheduled service that inadvertently extends beyond the specified normal hours of coverage.

e. Documentation/Reports

f. The documentation shall include detailed descriptions of the scheduled and unscheduled maintenance procedures performed, including replaced parts and prices (for outside normal working hour services) required to maintain the equipment in accordance with the specifications. Each ESR must, at a minimum, document the following data legibly and in complete detail:

· Name of contractor and contract number

· Name of FSE who performed services

· Contractor service ESR number/log number

· Date, time (starting and ending), equipment downtime and hours on-site for service call

· VA purchase order number(s) covering the call if outside normal working hours.

· Description of problems reported by the COR/user (if applicable).

· Identification of equipment to be serviced including inventory ID number, manufacturer’s name, device name, model number, serial number, any other manufacturer’s identification numbers, itemized description of service performed (including, if applicable, costs associated with after normal working hour services) which may include labor and travel, parts, materials and circuit location of problem/corrective action, and total cost to be billed.

· Signatures of FSE performing services described and authorized VA employee who witnessed service described.

3. Reporting Requirements The Contractor shall log in with Biomedical Engineering prior to performing any services. When the service is completed, the FSE shall document services rendered on a legible ESR(s). The FSE shall log out with Biomedical Engineering and submit the ESR(s) to the COR. All ESRs shall be submitted to the equipment user for an “acceptance signature” and then to the COR for an “authorization signature”. If the COR is unavailable, a signed, authorized copy of the ESR shall be sent to the contractor after the work can be reviewed (if requested or noted on the ESR).

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

5. Reporting Required Services Beyond the Contract Scope The contractor shall immediately, but no later than 24 consecutive hours after discovery, notify the CO or the COR, in writing, of the existence or development of any defects in, or repairs required, to the scheduled equipment which the contractor does not consider his/her responsibility under the terms of the contract. The contractor shall furnish the Government with a written estimate of the cost to make the necessary repairs.

6. Condition of Equipment The contractor accepts responsibility for the equipment covered under this equipment in “as is” condition. Failure to inspect the equipment prior to the award of this contract will not relieve the contractor from performance of the requirements of this contract.

7. Test Equipment Prior to commencement of work on this contract, the contractor shall provide the VAMC copies of all current calibration certificates for all test equipment to be used by the contractor on VAMC equipment. This certification shall also be provided on a periodic basis when requested by the VAMC. Test equipment calibration shall be traceable to a national standard.

8. VA Regulations Contractor employees shall always wear visible identification when on premises of the VAMC. Contractor personnel are responsible for parking in appropriate designated personnel. The VA will not be responsible for parking violation incurred by the contractor. Information on parking is available from the VA police station. Smoking is prohibited inside any VA facility. Possession of firearms is prohibited. Enclosed containers, including toolboxes, may be subject to a search at the discretion of the VAMC.

9. Hours of Coverage Normal hours of coverage are Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding the federal holidays listed as follows:

· New Year’s Day

· Dr. Martin Luther King Jr. Day

· Presidents’ Day

· Memorial Day

· Independence Day

· Labor Day

· Columbus Day

· Veterans Day

· Thanksgiving Day

· Christmas Day

· Juneteenth

· Any other day specifically declared a National Holiday by the President of the United States When one of the above designated legal holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday by US Government Agencies.

10. Parts The contractor shall furnish all spare and replacement parts under the terms of this contract. The price of all parts used to perform all scheduled preventive, and unscheduled maintenance shall be included in the price of this contract as listed in the schedule. The Government will not pay for any parts provided (during either scheduled or unscheduled maintenance), by the contractor during the performance of this contract. Only new standard parts (manufactured by the maker of the equipment, or equal) shall be furnished to maintain equipment covered under the contract.

11. Service Manuals/Tools/Equipment The VAMC shall not provide tools, (test) equipment, service manuals or service diagnostic software to the contractor. The contractor shall obtain, have on file, and make available to its FSE's all operational and technical documentation (such as operational and service manuals, schematics, and parts list) necessary to meet the performance requirements of this contract. A reference list of applicable service manuals and their respective locations shall be provided to the CO upon request.

12. Place of Performance Equipment is located at Cheyenne VA Medical Center 2360 East Pershing Blvd Cheyenne, Wyoming 82001.

13. Cheyenne Points of Contact Biomedical Engineering Chief: Chae Kling, chae.kling@va.gov , (307)778-7362 Biomed Lead POC/COR: Jack Mannarino, jack.mannarino@va.gov , (307)778-7363 Radiology Manager: James Halloway, james.holloway@va.gov , (307)778-7189

14. Invoicing:

The contractor must first be registered in SAM.gov before completing the vendor file entry. All inquiries regarding the SAM.gov website will go through SAM.gov customer service. Upon completion of the vendor file entry using the customer engagement portal, the Contractor shall invoice using the Tungsten website. Any questions regarding how to use the Tungsten site, shall be answered by Tungsten Customer Service.

SAM.gov | Home Customer Engagement Portal (va.gov) True invoice automation | Tungsten Network (tungsten-network.com)

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

SMARTCARE COMPLETE (LABOR, TRAVEL, AND PARTS) FOR SCC AND CART BATTERY FOR DRX REVOLUTION MOBILE X-RAY SYSTEM PRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies Contract Period: Base POP Begin: 08-01-2025 POP End: 07-31-2026

SMART CARE COMPLETE WITH ACCIDENT PROTECTION FOPRINCIPAL NAICS CODE: 811210 - Electronic and Precision Equipment Repair and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding of Equipment - Medical, Dental, and Veterinary Equipment and Supplies LUX 35 DETECTOR FOR MOBILE X-RAY SYSTEMS Contract Period: Base POP Begin: 08-01-2025 POP End: 07-31-2026

SMARTCARE COMPLETE (LABOR, TRAVEL, AND PARTS) FOR SCC AND CART BATTERY FOR DRX REVOLUTION MOBILE X-RAY SYSTEM PRINCIPAL NAICS CODE: 811210 – Electronic and Precision Equipment and Maintenance PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding- Medical, Dental, and Veterinary Equipment and Supplies Contract Period: Option 1 POP Begin: 08-01-2026 POP End: 07-31-2027

SMART CARE COMPLETE WITH ACCIDENT PROTECTION FOR LUX 35 DETECTOR FOR MOBILE X-RAY SYSTEMS

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding- Medical, Dental, and Veterinary Equipment and Supplies Contract Period: Option 1 POP Begin: 08-01-2026 POP End: 07-31-2027

SMARTCARE COMPLETE (LABOR, TRAVEL, AND PARTS) FOR SCC AND CART BATTERY FOR DRX REVOLUTION MOBILE X-RAY SYSTEM

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding- Medical, Dental, and Veterinary Equipment and Supplies Contract Period: Option 2 POP Begin: 08-01-2027 POP End: 07-31-2028

SMART CARE COMPLETE WITH ACCIDENT PROTECTION FOR LUX 35 DETECTOR FOR MOBILE X-RAY SYSTEMS

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding- Medical, Dental, and Veterinary Equipment and Supplies Contract Period: Option 2 POP Begin: 08-01-2027 POP End: 07-31-2028

SMARTCARE COMPLETE (LABOR, TRAVEL, AND PARTS) FOR SCC AND CART BATTERY FOR DRX REVOLUTION MOBILE X-RAY SYSTEM

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding- Medical, Dental, and Veterinary Equipment and Supplies Contract Period: Option 3 POP Begin: 08-01-2028 POP End: 07-31-2029

SMART CARE COMPLETE WITH ACCIDENT PROTECTION FOR LUX 35 DETECTOR FOR MOBILE X-RAY SYSTEMS

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding- Medical, Dental, and Veterinary Equipment and Supplies Contract Period: Option 3 POP Begin: 08-01-2028 POP End: 07-31-2029

SMARTCARE COMPLETE (LABOR, TRAVEL, AND PARTS) FOR SCC AND CART BATTERY FOR DRX REVOLUTION MOBILE X-RAY SYSTEM

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding- Medical, Dental, and Veterinary Equipment and Supplies Contract Period: Option 4 POP Begin: 08-01-2029 POP End: 07-31-2030

SMART CARE COMPLETE WITH ACCIDENT PROTECTION FOR LUX 35 DETECTOR FOR MOBILE X-RAY SYSTEMS

PRODUCT/SERVICE CODE: J065 - Maintenance, Repair, and Rebuilding- Medical, Dental, and Veterinary Equipment and Supplies Contract Period: Option 4 POP Begin: 08-01-2029 POP End: 07-31-2030

B.4 DELIVERY SCHEDULE

12.00

12.00

12.00

12.00

12.00

12.00

12.00

12.00

12.00

12.00

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from August 1,2025 through July 31, 2030.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $10,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $50,000;

(2) Any order for a combination of items in excess of $100,000; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after July 31, 2030.

(End of Clause)

C.5 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.6 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.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…