36C24219Q1184-001.docx

36C24219Q1184

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

630-20-1-4454-0011 36C24219Q1184 08-29-2019 Henderson, Samantha 718-836-6600 ext-1441 09-13-2019 3:00pm 36C242 Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx

NY

10468-3904 X X 811219 $20.5 Million N/A X Brooklyn VA Medical Center Campus 800 Poly Place Brooklyn

NY

11209-7104 36C242 Department of Veterans Affairs James J. Peters VA Medical Center Network Contracting Office 2 130 West Kingsbridge Road Bronx

NY

10468-3904

Tungsten Network http://www.tungsten-network.com/us/en /veterans-affairs

Alcon Eye Surgery Service and Maintenance

MO

Base year: 10/01/2019 - 9/30/2020 Option year 1: 10/01/2020 - 9/30/2021

MO

Option year 2: 10/01/2021 - 9/30/2022

MO

Option year 3: 10/01/2022 - 9/30/2023

MO

Option year 4: 10/01/2023 - 9/30/2024

MO

630-3600160-4454-825500-2625 0100555G3 X X X X Samantha Henderson Contracting Officer Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

No text intentionally left blank

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 36C242 Samantha Henderson Department of Veterans Affairs Network Contracting Office 2 James J. Peters VA Medical Center 130 West Kingsbridge Road Bronx NY 10468-3904

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 Network http://www.tungsten-network.com/us/en /veterans-affairs

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

Page 1 of Page 1 of New York Harbor Healthcare System Brooklyn, New York

Statement of Work (SOW) – Alcon Eye Surgery Equipment Service and Maintenance

Background: The VA NYHHS in Brooklyn, New York is currently seeking a service contract for the maintenance of an Alcon Constellation LXT (SN: 1202747801X) and an Alcon LensX Femto (SN: 0517-A274 ) located in OR Room 1. The contract will have a length of a base period and 4 option years. The base period will be effective from date of award to 9/30/2020. Each option year thereafter will be 10/1-9/30 of the following years.

This Full Service contract is to include all necessary labor, full service, maintenance, tools, equipment, transportation and parts (excluding non-Alcon parts) required to perform repair and Preventive Maintenance (PM) on listed equipment. All equipment shall be maintained in proper operating condition as specified by the manufacturer. Vendor must have manufacturer certification to service and maintain the devices and have access to Original Equipment Manufacturers (OEM) parts, manuals and schematics to perform the service. Vendors must have their own schematics available on site at time of service.

A. Scope of Work:

1. Contractor is required to furnish all original equipment manufacturer (OEM) parts and labor to provide maintenance of the Alcon Constellation LXT and LensX laser, in accordance with OEM guidelines. Contractor must have manufacturer certification to service and maintain the above equipment.

2. Contractor shall test the functionality of the equipment upon completion of repair. If this is a test for repair, the Test should ensure that damaged parts have been successfully repaired and all functions including, but not limited to those related to repaired parts, are operational. If this is a test for a routine PM service, inspection, etc., then the test should just ensure that the equipment is functioning within the guidelines of the OEM or the applicable standards (OSHA, ASSE, JCAHO, NEFP, etc).

3. Repair services will be provided, at the request of the VA, to diagnose and correct equipment malfunctions on a routine basis. All repairs shall be performed by a manufacturer-trained technician. Contractor will follow manufacturer's recommendations for PM, repair, calibration and modifications

4. Preventive maintenance: PMs will be scheduled in advance and conducted semi-annually. It is the contractor's responsibility to schedule preventive maintenance as listed. PM procedures subscribed to must follow manufacturer’s specifications and must be documented and submitted in writing to biomedical engineering. Upon completion of PM procedures, an applicable label should be applied to the unit, indicating the date of PM performance, the next date following PM is due, as well as the initials of the individual that performed the PM. At inception of contract, PM shall include, at a minimum, electrical safety testing, lubrication adjustment, calibration, testing and replacement of faulty parts and/or parts which are likely to fail at no additional charge.

5. At the completion of each service call/PM, the contractor will provide a written service report to Biomedical Engineering. This report will clearly show the date of service, type of service performed, model and serial numbers, name of field technician(s) a description of the work performed, a list of any parts replaced, and the unit condition as left at the completion of said work. The contractor has the option of leaving the service report with Biomedical Engineering, Building #4 after servicing equipment or of sending the service report with the invoice. Leaving service reports with a person in the vicinity may be performed in addition to the previously stated requirement but is not to be used as a substitution. Certification of invoices is clearly dependent upon receipt of service reports as proof of services rendered. Payment may be delayed if proper documentation is not provided.

6. Response time: Contractor shall provide a phone call back by a qualified technician within 4 hours of a service request and an onsite response by a qualified technician within 24 hours of original request for service. Technical service personnel are required to sign in and out of engineering service, Bldg #4.

7. Liquidated Damages: Contractor shall be liable to the government for losses of production due to significant equipment downtime. Significant equipment downtime is that which exceeds ten (10) hours/month. Records regarding downtime will be kept by the Contracting Officers technical representative and the maintenance contractor. Equipment downtime is calculated only from those normal hours of coverage (see hours of coverage section), that the scheduled equipment is not fully operational. Downtime will begin when the contractor is required to be on the site after notification by the Contracting Officer, Contracting Officers technical representative or designated alternate. Downtime will accumulate until the scheduled equipment is returned to full and usual operation and accepted as such by the contracting officer, contracting technical representative or designated alternate. If downtime exceeds (sixteen (16) consecutive hours), the contracting officer may exercise the option to hire and alternate source to resolve the problem. The decision to exercise this alternative will reside exclusively with the contracting officer. All fees generated by the alternate contractor(s) will be handled in accordance with default clause.

8. Privacy and Security: All contractor employees and subcontractors under this contract or order are required to complete the VA's on-line “VA Privacy and Information Security Awareness and Rules of Behavior Training” - TMS Code “10176”. Contractors must provide signed certifications of completion to the COTR during each year of the contract. This requirement is in addition to any other training that may be required of the contractor and subcontractor(s).”

In the event that equipment/medical systems containing media (hard drives, optical disks, etc.) with VA sensitive information need to be taken off-site for repair or to be replaced – the media must not be returned to the vendor; the options are as follows:

a) Vendor must accept the system without the drive;

b) VA’s initial medical device purchase includes a spare drive which must be installed in place of the original drive at time of turn-in; or

c) VA must reimburse the company for media at a reasonable open market replacement cost at time of purchase.

9. VENDOR MUST COMPLY WITH:

VA HANDBOOK 6500.6 MARCH 12, 2010 APPENDIX C C-9 (4) Due to the highly specialized and sometimes proprietary hardware and software associated with medical equipment/systems, if it is not possible for the VA to retain the hard drive, then;

The equipment vendor must have an existing BAA if the device being traded in has sensitive information stored on it and hard drive(s) from the system are being returned physically intact; and Any fixed hard drive on the device must be non-destructively sanitized to the greatest extent possible without negatively impacting system operation. Selective clearing down to patient data folder level is recommended using VA approved and validated overwriting technologies/methods/tools. Applicable media sanitization specifications need to be pre- approved and described in the purchase order or contract.

A statement needs to be signed by the Director (System Owner) that states that the drive could not be removed and that (a) and (b) controls above are in place and completed. The ISO needs to maintain the documentation.

10. Training - All contractor employees and subcontractor employees requiring access to VA information and VA information systems shall complete the following before being granted access to VA information and its systems:

a) Sign and acknowledge (either manually or electronically) understanding of and responsibilities for compliance with the Contractor Rules of Behavior, Appendix E relating to access to VA information and information systems;

b) Successfully complete the VA Cyber Security Awareness and Rules of Behavior training and annually complete required security training;

c) Successfully complete the appropriate VA privacy training and annually complete required privacy training; and

d) Successfully complete any additional cyber security or privacy training, as required for VA personnel with equivalent information system access [to be defined by the VA program official and provided to the contracting officer for inclusion in the solicitation document – e.g., any role-based information security training required in accordance with NIST Special Publication 800-16, Information Technology Security Training Requirements.]

The contractor shall provide to the contracting officer and/or the COR a copy of the training certificates and certification of signing the Contractor Rules of Behavior for each applicable employee within 1 week of the initiation of the contract and annually thereafter, as required.

Failure to complete the mandatory annual training and sign the Rules of Behavior annually, within the timeframe required, is grounds for suspension or termination of all physical or electronic access privileges and removal from work on the contract until such time as the training and documents are complete.

11. The C&A requirements do not apply, and that a Security Accreditation Package is not required

B. Safety Requirements

To be for consideration, offerors will have been engaged in maintaining/servicing the equipment listed for a period of no less than two (2) years (on model listed) and be capable of presenting certification of. No allowance will be made for the contractor not having qualified personnel available to respond as specified in this contract at all times with-in the contract period.

The Contracting Officer or his/her designee will notify the contractor of any noncompliance with the foregoing provisions and the action to be taken. The Contractor shall, after receipt of such notice, immediately correct the conditions to which attention has been directed. Such notice, when served on the Contractor or his/her representative at the site of the work, shall be deemed sufficient for the purpose aforesaid. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all and any part of the work and hold the Contractor in default.

C. Period of Performance

Contract hours will be 8:00AM-4:30PM, Monday-Friday, excluding Government Holidays

D. Place of performance

Operating Room #1, Building 1, 4th Floor VAMC Brooklyn Campus

E. Inspection

If services do not include equipment, then an inspection shall be done by the VA COR/POC upon completion. (Window washing, Janitorial, tree cutting, snow removal, waste removal. The COR/POC will perform the inspection in the presence of the contractor personnel, prior to the contractor personnel leaving the facility. No invoices will be processed for payment prior to the completion of POC inspection. If the service is routine and/or performance based then inspections may not occur for every service date but may occur periodically as part of a Quality Assurance Surveillance Plan (QASP). If this is the case then a QASP will need to be provided as a separate document.

F. Drawings, and Other Attachments

N/A

G. Government Furnished Property

N/A

H. Other Related Services (Not Included in the Scope of Work)

Any services not expressly stated in this statement of work are not authorized. Services such as inspection, Original Equipment Manufacturer (OEM) required maintenance, or other maintenance and repair vital to the continued functioning of the systems may be added only after written modification from the contracting officer. No other person, including the COR or any other VA personnel are authorized to request additional work be performed by the contractor. Any additional services performed that are not authorized by the contracting officer will be considered inclusive.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

The VA NYHHS in Brooklyn, New York is currently seeking a service contract for the maintenance of an Alcon Constellation LXT (SN: 1202747801X) and an Alcon LensX Femto (SN: 0517-A274 ) located in OR Room 1. The contract will have a length of a base period and 4 option years. The base period will be effective from date of award to 9/30/2020. Each option year thereafter will be 10/1-9/30 of the following years. This Full Service contract is to include all necessary labor, full service, maintenance, tools, equipment, transportation and parts (excluding non-Alcon parts) required to perform repair and Preventive Maintenance (PM) on listed equipment. All equipment shall be maintained in proper operating condition as specified by the manufacturer. Vendor must have manufacturer certification to service and maintain the devices and have access to Original Equipment Manufacturers (OEM) parts, manuals and schematics to perform the service. Vendors must have their own schematics available on site at time of service.

Contract Period: Base POP Begin: 10-01-2019 POP End: 09-30-2020

The VA NYHHS in Brooklyn, New York is currently seeking a service contract for the maintenance of an Alcon Constellation LXT (SN: 1202747801X) and an Alcon LensX Femto (SN: 0517-A274 ) located in OR Room 1. The contract will have a length of a base period and 4 option years. The base period will be effective from date of award to 9/30/2020. Each option year thereafter will be 10/1-9/30 of the following years. This Full Service contract is to include all necessary labor, full service, maintenance, tools, equipment, transportation and parts (excluding non-Alcon parts) required to perform repair and Preventive Maintenance (PM) on listed equipment. All equipment shall be maintained in proper operating condition as specified by the manufacturer. Vendor must have manufacturer certification to service and maintain the devices and have access to Original Equipment Manufacturers (OEM) parts, manuals and schematics to perform the service. Vendors must have their own schematics available on site at time of service.

Contract Period: Option 1 POP Begin: 10-01-2020 POP End: 09-30-2021

The VA NYHHS in Brooklyn, New York is currently seeking a service contract for the maintenance of an Alcon Constellation LXT (SN: 1202747801X) and an Alcon LensX Femto (SN: 0517-A274 ) located in OR Room 1. The contract will have a length of a base period and 4 option years. The base period will be effective from date of award to 9/30/2020. Each option year thereafter will be 10/1-9/30 of the following years. This Full Service contract is to include all necessary labor, full service, maintenance, tools, equipment, transportation and parts (excluding non-Alcon parts) required to perform repair and Preventive Maintenance (PM) on listed equipment. All equipment shall be maintained in proper operating condition as specified by the manufacturer. Vendor must have manufacturer certification to service and maintain the devices and have access to Original Equipment Manufacturers (OEM) parts, manuals and schematics to perform the service. Vendors must have their own schematics available on site at time of service.

Contract Period: Option 2 POP Begin: 10-01-2021 POP End: 09-30-2022

The VA NYHHS in Brooklyn, New York is currently seeking a service contract for the maintenance of an Alcon Constellation LXT (SN: 1202747801X) and an Alcon LensX Femto (SN: 0517-A274 ) located in OR Room 1. The contract will have a length of a base period and 4 option years. The base period will be effective from date of award to 9/30/2020. Each option year thereafter will be 10/1-9/30 of the following years. This Full Service contract is to include all necessary labor, full service, maintenance, tools, equipment, transportation and parts (excluding non-Alcon parts) required to perform repair and Preventive Maintenance (PM) on listed equipment. All equipment shall be maintained in proper operating condition as specified by the manufacturer. Vendor must have manufacturer certification to service and maintain the devices and have access to Original Equipment Manufacturers (OEM) parts, manuals and schematics to perform the service. Vendors must have their own schematics available on site at time of service.

Contract Period: Option 3 POP Begin: 10-01-2022 POP End: 09-30-2023

The VA NYHHS in Brooklyn, New York is currently seeking a service contract for the maintenance of an Alcon Constellation LXT (SN: 1202747801X) and an Alcon LensX Femto (SN: 0517-A274 ) located in OR Room 1. The contract will have a length of a base period and 4 option years. The base period will be effective from date of award to 9/30/2020. Each option year thereafter will be 10/1-9/30 of the following years. This Full Service contract is to include all necessary labor, full service, maintenance, tools, equipment, transportation and parts (excluding non-Alcon parts) required to perform repair and Preventive Maintenance (PM) on listed equipment. All equipment shall be maintained in proper operating condition as specified by the manufacturer. Vendor must have manufacturer certification to service and maintain the devices and have access to Original Equipment Manufacturers (OEM) parts, manuals and schematics to perform the service. Vendors must have their own schematics available on site at time of service.

Contract Period: Option 4 POP Begin: 10-01-2023 POP End: 09-30-2024

Page 1 of Page 1 of

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)

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 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

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

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

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

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

(End of Clause)

C.5 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.6 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes .

(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.7 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

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

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

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

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

(End of Clause)

C.8 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

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

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

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

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

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

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

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

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

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

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

(End of Clause)

C.9 VAAR 852.237-70 CONTRACTOR RESPONSIBILITIES (APR 1984)

The contractor shall obtain all necessary licenses and/or permits required to perform this work. He/she shall take all reasonable precautions necessary to protect persons and property from injury or damage during the performance of this contract. He/she shall be responsible for any injury to himself/herself, his/her employees, as well as for any damage to personal or public property that occurs during the performance of this contract that is caused by his/her employees fault or negligence, and shall maintain personal liability and property damage insurance having coverage for a limit as required by the laws of the State of New York. Further, it is agreed that any negligence of the Government, its officers, agents, servants and employees, shall not be the responsibility of the contractor hereunder with the regard to any claims, loss, damage, injury, and liability resulting there from.

(End of Clause)

(End of Addendum to 52.212-4)

C.10 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (MAY 2019)

(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 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.209-10,…