36C26021Q0243_2.docx

36C26021Q0243

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

653-21-2-043-0012 36C26021Q0243 02-16-2021 Shawn Fernandez 253-888-4919 03-01-2021 3:00pm

PST

663A Department of Veterans Affairs Network Contracting Office 20 1495 Wilmington Drive, Suite 360 DuPont WA 98327 X X 339116 500 Employees N/A X 663A Department of Veterans Affairs Roseburg VA Medical Center 913 NW Garden Valley Blvd Roseburg OR 97470 663A Department of Veterans Affairs Network Contracting Office 20 1495 Wilmington Drive, Suite 360 DuPont WA 98327

Tungsten Financial Network

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page A. The Department of Veterans Affairs, Roseburg, OR VA Medical Center requires fabricated dental prosthetics. The requirement will be a base year plus four one-year options, to be exercised at the discretion of the Government.

B. This procurement is a Total Small Business set-aside.

To be eligible for award, an offeror shall be a small business concern under NAICS code 339116 prior to award of this contract.

See CONTINUATION Page X X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C260 Department of Veterans Affairs Network Contracting Office 20

1495 Wilmington Drive, Suite 360 DuPont WA 98327

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Tungsten Financial Network

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of

Performance Work Statement (PWS)

1. General: The Contractor shall pick up impressions, fixed and removable prosthesis, from the appropriate VISN 20 Dental Clinic (V20Dent), unless a regional lab is chosen then shipping requirements listed below will be followed:

The Contractor shall provide all transportation, labor, supplies, supervision, and materials required to fabricate dental prosthetics in accordance with prescription specifications.

The preference is the contractor shall be a full service laboratory that can integrate the combined treatment needs of the prosthetic patient requiring simultaneous fixed, removable, and implant supported prostheses. However, in areas where full service is not offered or if the Dental clinic needs cannot be met, then dental labs specializing in either fixed or removable will be acceptable.

2. Pickup and Delivery Timeliness: The Contractor, at its own expense, shall be required to pick up prescriptions/specifications and impressions between the hours of 8:00am and 4:30pm, Monday – Friday, with the exception of Federal Holidays. Orders placed no later than 12:00 noon shall be picked up the same day. Orders placed after 12:00 noon shall be picked up the following business day.

Deliveries are to be made Monday – Friday, excluding Federal Holidays, between the hours of 8:00am to 4:30pm local time, FOB destination. Dental appliances covered under this contract shall be delivered to the VISN 20 Dental clinic (V20Dent) at the addresses listed above in paragraph 1. The contractor shall deliver all finished orders in accordance with the laboratory’s established turnaround time based on working days. For same day repairs or relines pickup should be made by 9:30am and returned to the VA ready for insertion not later than 3:30pm on the same day.

2a. TURN AROUND TIME (TAT): For locations that do not have access to, or cannot find an acceptable local dental laboratory, then the use of a regional lab will be permitted. Established turnaround times or TAT is the length of elapsed time between mailing from the VISN 20 Dental Clinic and the return delivery of the completed case. Total TAT length shall not be longer than fourteen (14) working days. At times an urgent need will require a faster turn-around time. In the event the Government desires expedited delivery, the ordering activity shall contact the contractor and inquire into the feasibility of the expedited delivery. An expedited delivery date shall be mutually agreed upon at no extra cost to the government. If, for any reason, the delivery time will exceed the time agreed upon, the Contractor shall notify the VA as soon as possible.

3. Supplies/Services: All metals and other materials used to deliver contracted supplies/services shall be in accordance with FDA standards. Fabrication and assembly shall be accomplished in the United States.

a. All metal crowns/bridges shall be cast in high noble metal. Laboratory shall specify brand and type of high noble metal used. All designs shall be a flat fee including metal.

b. Porcelain fused to metal crowns/bridges shall be cast in high noble metal. Laboratory shall indicate brand and type of porcelain and metal used.

c. All ceramic restorations shall be a flat fee and include options such as Lava, Empress and, EMax, etc. All designs shall be a flat fee including metal.

d. Cast partial denture frameworks will be cast in Vitallium or Vitallium 2000 metal. All designs shall be a flat fee and may include necessary wrought wire clasps or modification spaces.

e. Full or partial dentures will use Portrait IPN teeth (or other agreed upon) and Lucitone 199 acrylic unless otherwise prescribed and include patient identification processed in denture.

f. All materials used for VA cases are in accordance with FDA regulations and ANSI standards and be in full compliance with all “Buy American Act” policies. Furthermore, all VA dental prostheses must be fabricated, manufactured and/or assembled in the United States using metals and materials approved for use for dental prosthetics in the United States.

g. All VA cases will be mounted on a full sized articulator (semi adjustable when indicated). VA cases will not be mounted on a small “snake bite” or plastic articulator.

h. Patient’s last name and last four digits of their social security number will be processed into their denture, unless otherwise prescribed.

i. Same day repairs and readiness. The case will be picked up by the laboratory, completed and returned to the clinic the same day. Dental will be notified if the repair or reline is too complex for a same day delivery. Examples of simple same day repairs include repair/replacement of denture teeth, addition of teeth and/or wrought wire clasps to existing partial dentures, repairs of chips or cracks to denture bases etc.

j. Laboratory shall accommodate situations where the Veteran must physically visit the laboratory to complete custom shading or a prosthetic step. When beneficial to the veteran, the veteran may be sent directly to the dental laboratory for additional laboratory steps. There should not be any additional fees associated with these supplies/services.

k. Same day prosthetic supplies/services may be accommodated when coordinated with the VA and the Laboratory (e.g. prosthetic product that is delivered defective, did not follow the doctor’s prescription).

l. Laboratory shall provide educational support to dental residency (Dental residents have a tour of the laboratory with the goal of understanding the process of a commercial production laboratory). This tour will be a day long process at the lab and there should not be any additional fees associated with these supplies/services.

Product Line Items Fixed Prosthetics Porcelain fused to metal crown, retainer or pontic Full or partial coverage all ceramic and full metal crown, retainer or pontic Rest/guide plane of any design for any of above, per tooth Resin retained bridge Additional pontic for resin retained bridge Additional retainer for resin retained bridge.

Captek crown, retainer or pontic

Removable Prosthetics Full dentures Cast and acrylic partial dentures Valplast prosthetics Sleep Apnea appliance Bruxism splints Repairs and relines

Implant Prosthetics Crown and bridge prosthesis Removable prosthesis Hybrid prosthesis

Note: Section B.3 Price/Cost Schedule is the estimated amount of funding provided for during the period of performance (POP) listed under each CLIN. There is no guarantee of the types and quantities of items to be purchased during the POP. The estimated unit price and amount is what the VA estimates may be needed in a 12 month period.

4. Packaging: Each individual framework/product shall be delivered in a sealed see through plastic envelope, properly disinfected in accordance with current dental laboratory standards of care, with the service ticket attached to the envelope. The service ticket at a minimum shall have the description of prescriptions, description of service/product, patient’s name, and patient’s case number. Packaging shall be of protective quality to ensure that the product is undamaged during handling.

5. Quality Control: The Government may evaluate the quality of the professional and administrative supplies/services provided, but retain no control over the professional aspects of supplies/services rendered (e.g. professional judgments for specific dental fabrication).

a. COR will monitor number of remakes on a quarterly basis. Remakes shall not exceed 5% per quarter.

6. Qualifications: Must have proof of applicable certifications and licenses pursuant to industry standards.

Must have proof of a Dental Lab Certification by the National Association of Dental Laboratories.

Documentation proof shall be submitted to the Contracting Officer with the Vendor’s quotation.

The contractor is required to maintain the certification form the National Association of Dental Laboratories throughout the contract term to include all options periods.

7. Quality/Workmanship: VA dentists shall, at their sole discretion, determine the quality of fabrication that is acceptable. The VA dental staff shall inspect each of the prostheses including fit, finish, esthetics, patient comfort and satisfaction. Products returned for subsequent adjustments/reworks shall be adjusted, repaired, or remade at no additional cost to the Government. Contractor shall provide a statement of guarantee of satisfaction; policy on adjustments or remake of unacceptable prostheses; warranty; specific situations not covered by warranty and description of quality control program.

8. Confidentiality of Patient Records: In accordance with 45 C.F.R. Parts 160, 162, and 164 (Health Insurance Portability and Accountability Act) and 38 U.S.C. 5701, 38 U.S.C. 7332, 5 U.S.C. 552a (Privacy Act), the Parties agree to hold all individually identifiable health information as that term is defined in the Health Insurance Portability and Accountability Act and regulations promulgated there under (collectively, “HIPAA”) shared with, transferred or transmitted to, or otherwise obtained by the contractor on or from or on behalf of the VA in the course of contractor providing the supplies/services under this Agreement (“Protected Health Information”) strictly confidential, and provide protections to prevent the unauthorized disclosure of such information, including, but not limited to the protection required by applicable federal, state and local laws and/or regulations regarding the security and the confidentiality of patient health care information including, but not limited to, HIPAA. Specifically, contractor agrees as follows: (1) to maintain safeguards as necessary to ensure that the Protected Health Information is not used or disclosed except as required to perform its obligations under the Agreement, as expressly permitted herein or as required or permitted by law; (2) to ensure that any subcontracts or agents to whom it provides Protected Health Information agree to the same restrictions and conditions that apply with respect to such information; (3) to make available its internal practices, books and records relating to the use and disclosure of Protected Health Information to the Department of Health and Human Services or its agents as required by HIPAA; (4) to incorporate any amendments or corrections to Protected Health Information when notified by the VA that the information is inaccurate or incomplete; (5) at termination of this Agreement, if feasible, to return or destroy all Protected Health Information in any form; (6) to ensure that, as to any Protected Health Information held by the contractor, policies are in place to allow access to that Protected Health Information by the subject of that information as required by HIPAA; and (7) to report to the VA any use or disclosure of Protected Health Information which is not allowed under the terms of the Agreement. If at any time after the effective date of this Agreement it is determined that either party is in breach of this Section, the other party, in its sole discretion, may immediately terminate this Agreement.

9. Smoking Policy: Smoking is not permitted within or around the VA facility grounds, except in designated areas.

10. Parking: It is the responsibility of the contract personnel to park in the appropriate designated parking areas only. Parking information is available from the VA Police and Security Service. The VA facilities will not invalidate or make reimbursement for parking violations of the contractor’s personnel under any circumstances.

11. National Holiday: National holidays observed by the Federal Government:

Christmas Day

If a holiday falls on a Sunday, the following Monday will be observed as the National Holiday.

When a holiday fall on a Saturday, the preceding Friday is observed as a National Holiday. Also included would be any day specifically declared by the President of the United States of America as a National Holiday.

12. Contracting Officer: The Contracting Officer (CO) is responsible for the overall administration of this contract. Contractor is advised that ONLY the CO, acting within the scope of his/her duties and responsibilities, has the authority to make changes to the contract that affect contract prices, terms, and conditions of the contract.

13. Contracting Officer Representative: The Contracting Officer (CO) may designate a Contracting Officer Representative (COR) to act for him/her in furnishing technical guidance and advice or generally supervise the work to be performed under this contract. Such designation will be in writing and will define the scope and limitation of the designee’s authority. A copy of the designation shall be furnished to the contractor.

14. SECURITY REQUIREMENTS:

a. A prohibition on unauthorized disclosure: “Information made available to the contractor or subcontractor by VA for the performance or administration of this contract or information developed by the contractor in performance or administration of the contract shall be used only for those purposes and shall not be used in any other way without prior written agreement of the VA.” See VA Handbook 6500.6, Appendix C, paragraph 3.a.

b. A requirement for data breach notification: Upon discovery of any known or suspected security/privacy incidents, or any unauthorized disclosure or sensitive information, including that contained in system(s) to which the contractor/subcontractor has access, the contractor/subcontractor shall immediately and simultaneously notify the COR, the designated ISO, and the Privacy Officer for the contract. The term ‘security incident’ means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. See VA Handbook 6500.6, Appendix C, paragraph 6.a.

c. A requirement for annual security/privacy awareness training: “Before being granted access to VA information or information systems, all contractor employees and subcontractor employees requiring access shall complete on an annual basis either: (i) the VA security/privacy awareness training (contains VA’s security/privacy requirements) within 1 week of the initiation of the contract, or (ii) security awareness training provided or arranged by the contractor that conforms to VA’s security/privacy requirements as delineated in the hard copy of the VA security awareness training provided to the contractor. If the contractor provides their own training that conforms to VA’s requirements, they will provide the COR or CO, a yearly report (due annually on the date of the contract initiation) stating that all applicable employees involved in VA’s contract have received their annual security/privacy training that meets VA’s requirements and the total number of employees trained. See VA Handbook 6500.6, Appendix C, paragraph 9.

d. A requirement to sign VA’s Rules of Behavior: “Before being granted access to VA information or information systems, all contractor employees and subcontractor employees requiring such access shall sign on an annual basis an acknowledgement that they have read, understand, and agree to abide by the VA’s Contractor Rules of Behavior which is attached to this contract.” See VA Handbook 6500.6, Appendix C, paragraph 9, Appendix D. Note: If a medical device vendor anticipates that the supplies/services under the contract will be performed by 10 or more individuals, the Contractor Rules of Behavior may be signed by the vendor’s designated representative.

The contract must reflect by signing the Rules of Behavior on behalf of the vendor that the designated representative agrees to ensure that all such individuals review and understand the Contractor Rules of Behavior when accessing VA’s information and information systems.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Provide dental prosthetics for Roseburg and Eugene, OR VA Healthcare System in accordance with the Performance Work Statement and pricing in accordance with the Individual Item Pricing Schedule.

Contract Period: Base POP Begin: 03-18-2021 POP End: 03-17-2022

Provide dental prosthetics for Roseburg and Eugene, OR VA Healthcare System in accordance with the Performance Work Statement and pricing in accordance with the Individual Item Pricing Schedule.

Contract Period: Option 1 POP Begin: 03-18-2022 POP End: 03-17-2023

Provide dental prosthetics for Roseburg and Eugene, OR VA Healthcare System in accordance with the Performance Work Statement and pricing in accordance with the Individual Item Pricing Schedule.

Contract Period: Option 2 POP Begin: 03-18-2023 POP End: 03-17-2024

Provide dental prosthetics for Roseburg and Eugene, OR VA Healthcare System in accordance with the Performance Work Statement and pricing in accordance with the Individual Item Pricing Schedule.

Contract Period: Option 3 POP Begin: 03-18-2024 POP End: 03-17-2025

Provide dental prosthetics for Roseburg and Eugene, OR VA Healthcare System in accordance with the Performance Work Statement and pricing in accordance with the Individual Item Pricing Schedule.

Contract Period: Option 4 POP Begin: 03-18-2025 POP End: 03-17-2026

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.3 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 the effective date of the contract through the end of the effective period.

(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.4 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 $500.00, 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 N/A;

(2) Any order for a combination of items in excess of $112,000.00; or

(3) A series of orders from the same ordering office within 1 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 5 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.5 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 3-17-2022.

(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 60 months.

(End of Clause)

C.7 52.219-14 LIMITATIONS ON SUBCONTRACTING (DEVIATION 2019-01)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. As used in this clause— “Similarly situated entity” means a first-tier subcontractor, including an independent contractor, that has the same small business program status as that which qualified the prime contractor for the award, and that is considered small for the NAICS code the prime contractor assigned to the subcontract the subcontractor will perform. An example of a similarly situated entity is a first-tier subcontractor that is a HUBZone small business concern for a HUBZone set-aside or sole source award under the HUBZone Program.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside or reserved any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15; and

(4) Orders set aside for any of the small business concerns identified in 19.000(a)(3) under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Agreement. By submission of an offer and execution of a contract, the Offeror/Contractor agrees in performance of the contract in the case of a contract for—

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 50 percent subcontract amount that cannot be exceeded;

(2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 50 percent subcontract amount that cannot be exceeded;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 85 percent subcontract amount that cannot be exceeded; or

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 75 percent subcontract amount that cannot be exceeded.

(f) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

(End of Clause) C.8 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[X] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

[] 852.219–10, VA Notice of Total Service-Disabled…