36C26121Q0213_1.docx

36C26121Q0213

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

654-21-1-030-0004 36C26121Q0213

DEBORAH SOSA

916-923-4564 12-29-2020

8AM

PST

612MCP

Department of Veterans Affairs VA Sierra Pacific Network (VISN 21) VA Northern California HealthCare System 5342 Dudley Blvd, Bldg 209 McClellan CA 95652-2609 X X 339113 750 Employees N/A X

VA SIERRA NEVADA HEALTH CARE SYSTEM

VA RENO

975 KIRMAN AVE

RENO NV 89502

612MCP

Department of Veterans Affairs VA Northern California HealthCare System 3230 Peacekeeper Way, Bldg. 209 McClellan CA 95652-1012

Department of Veterans Affairs FMS VA-9(101) Financial Services Center PO Box 149971 Austin TX 78714-9971 This is a request for quote for Negative Pressure Wound Therapy Units and ancillary supplies. See Section B for Statement of Work and Salient Characteristics.

No partial quotes will be accepted or considered.

THIS REQUEST FOR QUOTE IS A 100% SET ASIDE FOR SERVICE

DISABLED VETERAN OWNED SMALL BUSINESSES (SDVOSB) ONLY

AT THIS TIME.

X X

DEBORAH SOSA

CONTRACTING OFFICER

SECTION B – BLANKET PURCHASE AGREEMENT (BPA) CONTRACT ADMINISTRATION DATA AND STATEMENT OF WORK

B.1 BPA CONTRACT ADMINISTRATION:

1. All IDIQ administration matters will be handled by the following individuals:

0. CONTRACTOR:

0. GOVERNMENT: Contracting Officer (CO): Deborah Sosa Department of Veterans Affairs Network Contracting Office (NCO) 21 McClellan, CA 95652 deborah.sosa@va.gov

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

B.2 DESCRIPTION OF CONTRACT

1. SCOPE OF WORK: The contract will be a Blanket Purchase Agreement (BPA) with a term of up to five years. All Delivery Orders will be placed against the BPA contract on an as-needed basis. The quantity and size of the items needed over the life of the contract are listed below and could vary in each delivery order.

1. INTENT: In the spirit of the Federal Acquisition Streamlining Act and pursuant to Federal Acquisition Regulation (FAR) Part 12 – Acquisition of Commercial Items and FAR Part 9 – Required Sources of Supplies and Services, it is the intent of the Department of Veterans Affairs (VA), Veterans Integrated Service Network (VISN) 21, VA Sierra Nevada Healthcare System (VASNHCS) to establish a Single Award contract for Negative Pressure Wound Therapy Units and ancillary suppl8ies as described within this solicitation. The Contractor shall provide all the necessary supplies to perform for VAPAHCS as outlined within this solicitation.

1. DELIVERY ORDERS: The Government is obligated only to the extent of authorized any Delivery Orders (DO) issued under the contract by authorized individuals. DOs shall be identified by the contract Number, To Be Determined (TBD) and DO Number (TBD). DOs may include options, if it is determined that options would be in the best interest of the Government. Any DO issue during the effective term of this contract shall be completed by the Contractor within the time specified in the DO, including any option periods. The Contractor shall accept the price, terms and conditions of an issued DO as long as they do not conflict with the terms set forth in the contract.

NOTICE TO CONTRACTORS: The awarded Contractor is advised that only the Contracting Officer, acting within the scope of the contract has the authority to make changes which affect the contract in terms of quality, quantity, price or delivery, unless otherwise specified within this solicitation. In the event the Contractor initiates any such change at the direction of any person other than the Contractor Officer, the change shall be considered to have been made without authority and no adjustment shall be made in the contract price to cover any increase of costs incurred as a result thereof.

1. ORDERING METHOD: Designated primary facility Points of Contact (POCs) shall place orders against valid DOs signed by the Contracting Officer. POCs may coordinate delivery quantities and schedule via Electronic Data Interchange (EDI), telephone, facsimile, email or other written communication, identifying the products by number, quantity, purchase price, address for delivery, and any special instructions.

1. PARTICIPATING FACILITIES: This BPA covers VA Sierra Nevada Healthcare System (VAPAHCS).

1. CONTRACT PROGRAM MANAGER: The Contractor shall provide a primary Program Manager who shall be responsible for the performance of the work under the contract. In addition, the Program Manager shall act as the main focal point of communication between the Contracting Officer and the Contractor. The name of this person shall be designated in writing to the Contracting Officer. The Program Manager shall have full authority to act on behalf of the Contractor on all contractual matters relating to daily operation of the contract.

Contact Name:

Contact Title:

Address:

Direct Phone No:

Alt. Phone No:

Fax No:

Email:

1. ORDERING CONTACTS: The Contractor shall list in the spaces below the name(s) and address(es) of customer service departments with whom the Government facilities shall place orders. Additional tables may be inserted, if needed.

Contact Name:

Contact Title:

Address:

Direct Phone No:

Alt. Phone No:

Fax No:

Email:

1. DELIVERY: The Contractor shall deliver all supplies and services identified in the schedule to the locations identified in each delivery order. The delivery location is subject to change as required by the designated authority or authorized personnel at the receiving facility. The primary facility POC shall be required to notify the Contractor when delivery locations have been changed.

All deliveries shall be accompanied by a delivery ticket or sales slip which shall contain: Contractor name, contract number, DO number, VISTA obligation number, date of order, date of delivery, itemized list of products furnished, including product description and quantity shipped.

All deliveries shall be made during normal working hours from 8:00 a.m. to 4:00 p.m., unless specified otherwise. Standard orders shall be delivered within no more than 3-5 working days after receipt or placement of order.

No product substitutions shall be made by Contractor without prior approval of the treating facilities primary POC. However, if substitution would further obligate the Government, the Contractor shall have approval of a warranted Contracting Officer.

1. PACKAGING: All supplies shall be adequately packaged to prevent damage during shipping, handling and storage. Bags or packages shall be whole, intact, and not otherwise torn or damaged. Upon delivery, the Government shall examine all packages. The Contractor shall be required to replace unacceptable or damaged products at the Contractor’s expense.

1. INVOICE AND PAYMENT: An itemized invoice shall be submitted at least monthly, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. These invoices need not be supported by copies of delivery tickets. Invoices shall be submitted to WWW.TUNGSTEN-NETWORK.COM in accordance with FAR Part 52.232-34, Payment by Electronic Funds Transfer and Veterans Affairs Acquisition Regulation (VAAR) Part 852.232-72.

The following information shall be listed on all invoices submitted: (failure to comply may result in refusal of an invoice resulting in delayed payment at the fault of the Contractor)

0. Facility’s Name and address where service was provided

0. Contract Number (For Example: 36C261-21-A-0001)

0. Purchase Order/Delivery Order Number (For Example: 36C261-21-N-0000)

0. VISTA Obligation Number (For Example: 654-C19001)

0. Itemized list of products provided, to include quantity, unit price and extended price

0. Include the period of time that is being invoiced for in the invoice

0. Contract Holder’s Internal Contract number (if applicable)

0. Contractor company name, address, and phone number including a POC for concerns and questions, Invoices shall name a specific person, the phone number and email

In the event of an inconsistency between the terms and conditions of this contract and the Contractor's invoice, the terms and conditions of this contract will take precedence.

SECTION B - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK/PRICE AND COST SCHEDULE AND DELIVERY Salient Characteristics

1) Essential/significant physical, functional, or performance characteristics.

Specialized wound therapy that applies negative pressure to the wound of patients with delayed healing.

Must be capable of continuous operation on normal power Must have a battery backup with no less than 6 hours of continuous battery operation.

a) Compatibility (must be compatible with some item, system, etc.) – N/A

b) Dimensions (must have a certain footprint, etc.)– Must support the use of a 500-cc canister or greater and be portable.

c) Weight (Must be no more than, or no less than X lbs, etc.)-No greater than 10 lbs with canister attached.

d) Industry Standard (Must meet a certain standard such as ISO 9001, etc.)– Must comply with the intent of directive 20041108/EC in relation to Electromagnetic Compatibility (EMC).

e) Purpose (Must be fit to treat a specific disease, or some other specific purpose, etc.) – Provides treatment of non-healing or slowly healing wounds.

f) Governing Body or Organization (Must be approved by the FDA, etc.)–

FDA

2) Complete generic identification – Negative Pressure Wound Therapy device with a 500-cc canister.

36C26121Q0213

STATEMENT OF WORK

General. Negative Pressure Wound Therapy

1.1 Introduction. This requirement is for the leasing of Negative Pressure Wound Therapy equipment and supplies in support of inpatient treatment at the VA Sierra Nevada Health Care SystemVASNHCS).

1.2 Background. VASNHCS uses Negative Pressure Wound Therapy in the inpatient setting to facilitate the healing of surgical wounds, amputations, pressure sores and other slow healing wounds. Research has demonstrated using Negative Pressure Wound Therapy greatly decreases the healing time, and significantly reduces the medical risks associated with wound therapy. Negative Pressure Wound Therapy is a critical part of the medical treatment plan for patients with surgical wounds, amputates, pressure sores and other wounds that are hard to heal.

1.3 Objectives. The Contractor will provide leased Negative Pressure Wound Therapy equipment and supplies, on an “As Needed Basis”, when the requirement for Negative Pressure Wound Therapy exceeds the facilities purchased equipment capabilities.

1.4 Scope. The Contractor shall furnish leased Negative Pressure Wound Therapy units, transportation, equipment, replacement parts, repairs, maintenance, inspections, and certification, as necessary to keep the Negative Pressure Wound Therapy units functional for the VASNHCS in Reno, NV. The requirement is to rent/lease Negative Pressure Wound Therapy equipment and purchase supplies in support of inpatient treatment at the VASNHCS.

The Contractor shall be able to provide leased Negative Pressure Wound Therapy equipment and supplies 24 hours per day, 365 days per year including holidays. Contractor will provide at the time of equipment rental start and stop a reference number related to the start and stop of the rental. Contractor shall respond at location for delivery within 4-6 hours after receipt of call, Monday thru Friday and 6-8 hours on weekends including holidays. The Contractor will repair or replace unserviceable Negative Pressure Wound Therapy within 4-6 hours of notification. Local representatives, and or vendor must be present.

1.5 Place of Performance/Hours of Operation. The Contractor will deliver the rented/leased Negative Pressure Wound Therapy equipment or supplies to the VASNHCS Wound Care Nurses at 975 Kirman Ave, Reno NV 89502.

The Contractor is permitted to store on-site an agreed upon number of Negative Pressure Wound Therapy devices to facilitate emergent needs. The number of Negative Pressure Wound Therapy devices stored shall be agreed upon by the contractor and Points of Contact (POC) identified below under 1.10 Wound, Ostomy and Continence Nurse but shall not exceed a total number of 4 in storage at any time. All stored equipment will be clearly marked as “Vendor Owned Equipment”.

1.6 Period of Performance. Ordering period will be from January 1, 2021 through December 31, 2026. All Delivery Orders will be placed against the BPA contract on an as-needed basis.

1.7 Privacy Act. Any Personal Identifying Information (PII)/Private Health Information (PHI) provided to the Contractor is for the sole purpose of accurately billing VASNHCS for equipment rentals only.

If privacy information is inadvertently revealed, Contract personnel shall adhere to the Privacy Act, Title 5 of the U.S. Code, Section 552a and applicable agency rules and regulations.

1.8 Personal Service. This task order is not being used to procure personal services prohibited by the Federal Acquisition Regulation (FAR) Part 37.104 titled “Personal services contract”.

1.9 Security. This contract is Unclassified and does not involve Protected Health Information.

Due to the threat of data breach, compromise or loss of information that resides on either VA-owned or contractor-owned systems, and to comply with Federal laws and regulations, VA has developed an Information and Information Technology Security clause to be used when VA sensitive information is accessed, used, stored, generated, transmitted, or exchanged by and between VA and a contractor, subcontractor or a third party in any format (e.g., paper, microfiche, electronic or magnetic portable media).

The contractor, their personnel, and their subcontractors shall be subject to the Federal laws, regulations, standards, and VA Directives and Handbooks regarding information and information system security as delineated in this contract.

1.10 Key Personnel. VASNHCS authorized personnel will be identified to the Contractor as to who will be responsible for ordering or requesting Negative Pressure Wound Therapy equipment or supplies. Such Points of Contacts (POC) will instruct the Contractor as to the first initial of the patient’s last name, last 4 of the patient’s Social Security Number and the location of the patient by room number. VASNHCS personnel will contact the Contractor when the Wound VAC is no longer required. The Contractor shall provide VASNHCS personnel with a confirmation/reference number acknowledging the start and end of a rental period.

AUTHORIZED POINT OF CONTACTS

Contracting Officer Assigned CO: Deborah Sosa Organization or Agency: VISN21/NCO21 Telephone: 916-923-4564 Email: deborah.sosa@va.gov

Contracting Officer Representative (COR) Name Lisa Noren phone: 775-788-6849 fax: 775-334-4163 Email: lisa.noren@va.gov

Wound, Ostomy, and Continence Nurse (2) Name: Lisa Papa Phone: 775-328-1220 Email: lisa.papa@va.gov

Name: Patricia Manavbasi, RN, MSN Phone: 775-786-7200 Ext 6349 Email: Patricia.manavbasi@va.gov

1.11 Quality Control. VASNHCS personnel will check the serviceability of each Negative Pressure Wound Therapy unit upon delivery. If the Negative Pressure Wound Therapy unit is deemed unusable, the Contractor shall repair and/or replace the unusable Negative Pressure Wound Therapy unit within 24 hours of notification. All equipment will have a serial number and be properly cleaned/sterilized upon delivery. Supplies will be checked at time of delivery to ensure they are acceptable.

2.0 Definitions & Acronyms. N/A

3.0 Government Furnished Items. No Government equipment will be supplied.

4.0 Contractor Furnished Items. Negative Pressure Wound Therapy equipment and supplies.

5.0 Specific Requirements. The Contractor is responsible for the performance and maintenance of the Negative Pressure Wound Therapy equipment leased to the VASNHCS. The Contractor will repair and/or replace unserviceable equipment within 24 hours of notification

5.1 Task Description. N/A

5.2 Proposal Submission. N/A

5.2.1 Travel. N/A

5.2.2 (Un-priced CLINS). The contractor shall provide a breakdown of any other direct costs (ODCs) in the Cost Proposal. The breakdown shall include an identification of any “open market items" or the contracting vehicle used for the Un-priced CLINS.

5.3 Deliverables and Reports. The contractor shall provide the following deliverables and reports:

The Contractor shall maintain a maintenance log of all equipment covered by this task order. Upon request by the COR, the Contractor shall make the log available for review.

Contractor must submit electronic copies of their invoices to DMS Central for payment. Invoice shall include the first initial of the patient’s last name, last 4 of the patient’s Social Security Number, room number, equipment serial number and period of rental being billed for.

The Contractor shall have a quality control plan to ensure all requirements of the contract are provided as specified and in accordance with commonly accepted commercial practices. This program will show procedures are in place to identify, prevent and ensure non-recurrence of defective services, devices or supplies. The Contractor shall provide a Quality Control Plan within the first 30 days of the contract performance and at a minimum should include Written work instructions/procedures and product descriptions to implement contractual obligations.

5.3.1 Status Reports. None required

5.3.2 Other Reporting Requirements. None required.

5.3.3.1 The contractor shall bring problems or potential problems affecting performance to the attention of the Contracting Officer as soon as possible. Verbal reports will be followed up with written reports when directed by the Contracting Officer.

5.3.3.3 Additional written reports may be required and negotiated.

5.3.4 Delivery Instructions. All deliverables shall be delivered to the client no later than the 24 hours after the as needed request is made. Contractor shall provide a confirmation/reference number acknowledging the request for equipment rentals or supplies.

5.4 Inspection and Acceptance. In the absence of other agreements negotiated with respect to time provided for government review, deliverables will be inspected upon receipt. Any discrepancies will result in the Government declining acceptance and the contractor is responsible for replacing the item.

5.5 Return of equipment. VASNHCS personnel will contact the Contractor when the specialty bed, mattress or other equipment is no longer required. The Contractor will provide VASNHCS personnel with a confirmation/reference number acknowledging the request for the equipment to be pick up.

5.6 Procedures for Payment. Billing of the leased equipment will begin on the date the Negative Pressure Wound Therapy equipment is delivered, and it will end on the date the Contractor is contacted by VASNHCS personnel and informed the Negative Pressure Wound Therapy equipment is no longer required. Then vendor will submit all invoices via Tungsten and/or IPPS.

The Government will be required to provide the Contractor with prompt notice of a request for pick up. The Contractor will not be held responsible for any delay of notification. The contractor is permitted to bill for a full day of service should the notice be delayed or any partial day of rental. Supplies will be billed as needed after delivery.

The Contractor will be provided with the first initial of the patient’s last name, last 4 of the patient’s Social Security Number and the location where the Negative Pressure Wound Therapy device is to be delivered. No other Personal Identifying Information (PII)/Personal Health Information (PHI) will be shared between the facility and Contractor. All PII/PHI is for the sole purpose of providing the Contractor the means of accurately billing VASNHCS for the rental of equipment only. No PII/PHI will be provided for the ordering of supplies.

The Contractor will provide the first initial of the patient’s last name, last 4, room number, equipment serial number and period of rental being billed for on all invoices in order for VASNHCS to ensure accuracy.

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

Negative Pressure Wound Therapy Unit Ulta V.A.C.

VAC VeraFlo Dressing Large ULTVFLO5LG.S

VAC VeraFlo Dressing Medium ULTVFLO5Med.S

VAC VeraLink Cassette ULTLNK 0500.S

B.2 DELIVERY SCHEDULE

VA Sierra Pacific Network (VISN 21) 975 Kirman Avenue Reno, NV 89502 3828

USA

775-786-7200 Lisa.Noren@va.gov

SECTION C - CONTRACT CLAUSES

C.1 BPA ORDER INTRODUCTORY LANGUAGE

The terms and conditions of the contractor's BPA (including any agreement modifications) apply to task or delivery orders issued under the Blanket Purchase Agreement (BPA), otherwise called the agreement, as a result of this RFQ. When a lower price has been established, or when the delivery terms, FOB terms, or ordering requirements have been modified by the task/delivery order, those modified terms will apply to all purchases made pursuant to it and take precedence over the Agreement. Any unique terms and conditions of an order issued under the agreement that are not already part of the agreement, will govern. In the event of an inconsistency between the terms and conditions of a BPA and task/delivery order terms, other than those identified above, the terms of the BPA will take precedence.

C.2 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.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

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

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[X] 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.

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

[] 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.

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[X] 852.233–71, Alternate Protest Procedure.

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

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[X] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause)

C.5 VAAR 852.212-71 GRAY MARKET ITEMS (APR 2020)

(a) No gray market or remanufactured items will be acceptable. Gray market items are Original Equipment Manufacturers’ (OEM) goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for new OEM medical equipment only for VA medical facilities.

(b) Vendor shall be an OEM, authorized dealer, authorized distributor or authorized reseller for the proposed equipment/system, verified by an authorization letter or other documents from the OEM. All software licensing, warranty and service associated with the equipment/system shall be in accordance with the OEM terms and conditions.

(End of Clause)

C.6 VAAR 852.212-72 GRAY MARKET AND COUNTERFEIT ITEMS (MAR 2020)

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

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

(c) Vendor shall be an OEM, authorized dealer, authorized distributor or authorized reseller for the proposed equipment/system, verified by an authorization letter or other documents from the OEM. All software licensing, warranty and service associated with the equipment/system shall be in accordance with the OEM terms and conditions.

(End of Clause) C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned Small Business Set-Aside.

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

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

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

(End of Clause)

C.8 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond 9/30/2021. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 9/30/2021, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.9 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(End of Clause)

C.10 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government's obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

(End of Addendum to 52.212-4)

C.12 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (NOV 2020)

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

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