36C24519Q0342-001.docx

36C24519Q0342 See attached document: Revise DC SPS Instrument Maintenance Inventory Report 5-22.

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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

688-19-1-321-0002 36C24519Q0342 08- -2019 Keysha Hill 410-637-1509 08- -2019 :00am Department of Veterans Affairs

VAMC

10 N Greene St Baltimore MD 21201 x 811219 $20.5 Million X N/A X Department of Veterans Affairs

VAMC(

512) Warehouse Multiply Sites Award

Department of Veterans Affairs

VAMC

10 N Greene St Baltimore MD 21201

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 See CONTINUATION Page Solicitation is for Instrument Sharpening and Repair Service This will be a multiple site award for Baltimore, DC, & WV.

Onsite mobile services will be required. Please see attachments for list of items and Statement of Work for performance requirements. Vendor must be able to service all sites.

Site Locations:

Beckley

, WV 25801

Clarksburg, WV 26301 Huntington, WV 25704 Baltimore, MD, 21201 Washington, DC 20422 Communication will be through email only: keysha.hill@va.gov See CONTINUATION Page x X Kristine Stout Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Keysha Hill keysha.hill@va.gov Contracting Officer 36C245 Department of Veterans Affairs

VAMC

209 W. Fayette Street Baltimore MD 21201

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.

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

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B.2 Performance Work Statement (PWS) Objective: Surgical Instrument Maintenance, Repairs, Testing, Inspection, Continual Educational Follow-Up, Count Sheet Management, and Laser Marking Services 1.General Information The VISN 5 is currently seeking a company that can provide the following services to repair, refurbish, and assess for replacement surgical instruments for use in the Operating Room (OR) and clinical procedure areas. Additionally, this PWS includes, at section # 7, for instruction regarding the Annual Surgical Instrument Tray(s) Maintenance and Inspection.

Preventive Maintenance (PM) / Schedule repairs, refurbishment and assessment for replacement shall include but is not limited to all specialty trays and instruments by Service (Ortho, ENT, Vascular, General Surgery, etc.) scissors, needle holders, curettes, hemostats, graspers, laparoscopic instruments, surgical knifes, etc. Replacements must be made available while on location and at the time of repair for the ones that are being shipped out.

These services are periodic in nature and are required to maintain the equipment in such a condition that it may be operated in accordance with its intended manufacturer’s design and functional capacity with minimal incidence of malfunction or inoperative conditions.

The Contractor shall ensure that the repairs and service functions are performed in conformance with ANSI-AAMI ST-79:2017 and specifications used by the instrument manufacturer. Contractor must have and maintain the current ISO 9001:2015 and ISO 13485 2016 certifications specific to medical devices.

The contractor shall provide repair service which may consist of calibrating, cleaning, stain removal, lubricating, adjusting, replacing parts, and maintaining the equipment, insulation electrical safety inspection, (as required by instrument type) including all emergency calls necessary between regular repairs. Contractor shall also review/scrub count sheets for accurate data on location, be able to provide laser marking on every instrument, and be capable of scanning/assigning individual instruments to their respective sets within the Censitrac system. Laser Marking is defined as ability to apply the Censitrac data matrix mark and/or other ‘instrument tracking’ bar codes via a surface preserving laser mark.

Upon completion of repair, refurbishment, and testing of the submitted trays and instruments, the contractor shall return the equipment to the Sterile Processing Service (SPS). Additionally, the contractor shall also provide a summary document upon delivery of processed instruments containing the following information: date of repair, instrument type, type of repair and cost. An educational briefing shall be done the same day that services are rendered at shift change by a certified technician. Briefing shall include before and after pictures with recommendations for process improvements. In addition, the contractor shall work with SPS for continual educational sessions that shall include all levels of requirement from AMSI/AAMI ST79 and IAHCSMM to maintain certification and continual education.

Performance Period will be a five-year ordering period and contractor shall be required to cover all listed sites. The ordering period will be on or about as follows:

Ordering period One – 9/19/2019 – 9/18/2020 Ordering period Two – 9/19/2020 – 9/18/2021 Ordering period Three – 9/19/2021 – 9/18/2022 Ordering period Four – 9/19/2022 – 9/18/2023 Ordering period Five – 9/19/2023 – 9/18/2024 2.Introduction and Scope of Work Contractor shall provide these services to include but not limited to sharpening, adjusting, aligning, straightening, refurbishing, calibrating, cleaning, stain removal, polishing, lubricating, adjusting, replacing parts, of various individual surgical instruments sets and Operating Room procedural instrument trays. Instruments will be provided individually or as components of a specialty tray. All instruments shall be maintained in proper operating conditions as specified by the original manufacturer and in compliance with ANSI-AAMI ST-79:2010 Part 7.7 (Servicing and Repairs of Devices in the Health Care Facility). Instruments are to be retrieved from and delivered to the Sterile Processing Service (SPS) located at each VISN 5 location (s) as defined in the issued order.

3. Specific Mandatory Tasks and Associated Deliverables

3. a. Instruments are to be retrieved from and delivered to the Sterile Processing Service (SPS) located at each VISN 5 location (s).

3.b.Certified Central Service Contractor Partner (CCSVP) Certification for Sales Representatives and Repair Technicians Preferred.

3.c.Provide repairs, maintenance, and testing of surgical instruments, laparoscopic instruments, surgical instrument containers, and case carts. Provide preventative maintenance, repairs and testing of all surgical instruments owned by the VA, including, but not limited to: orthopedic (including pneumatic orthopedic instruments), laparoscopic, vascular, ENT, gynecological, urological, Dental, gastrointestinal and insulated items. Items may be added or deleted from the facilities inventory as required.

3.d. Repairs shall be completed either on location at each VISN 5 location (s) in a mobile repair vehicle, or offsite at the contractor’s repair facility.

3.e.ISO 9001:2008,13485 (medical device) certifications shall be obtained by the repair contractor in order to be considered.

3.f. Employees of the repair contractor responsible for repairing surgical instruments shall be a member of American Society for Quality (ASQ) and receive Certified Quality Inspector (CQI) training.

3.g. The repair contractor shall provide multiple levels of repair service including, but not limited to, two-hour turn-around, same-day turn-around, 24 hour turn-around, weekend service, mail-in repair service, and onsite repair service.

3.h. The repair contractor shall provide an adequate number of technicians for onsite repair so that entire services can be repaired, refurbished, etched and accurate data entered into Censitrac tracking system. Multiple days in a row may need to be scheduled to complete these tasks.

3.i. The repair contractor shall be capable of repairing 15-20 trays per visit.

3.j. Magnification technology shall be utilized during the repair process to diagnose, document, and educate regarding repairs made for the day.

3.k. Surgical instrument maintenance and repair shall be handled with care. The contractor shall be required to test instruments for accurate alignment, sharpness, insulation and calibration. The contractor shall return instruments in as good as new condition. All instruments shall be repaired and maintained in proper operating conditions as specified by the original manufacturer.

3.l. The finish of the surgical instruments shall be maintained to manufacturer’s specifications.

3.m. The manufacturer’s part numbers and catalog numbers shall be preserved on all repaired or refurbished instruments.

3.n.The repair contractor shall not repair any non- surgical grade instruments. (i.e.; Pakistan).

3.o. Provide new instrumentation and Certified Pre-Owned surgical instruments and equipment if off-site instrument is needed for repairs.

3.p. Instruments that cannot be repaired or refurbished due to cracking, pitting, corrosion, or exceeding life expectancy shall be removed and a recommendation for replacing parts and/or replacing instruments Exceptions shall be tagged for replacement.

3.q.The repair contractor, with the input of the clinical and SPS staff, shall implement a Surgical Instrument Quality Assurance Program (SIQAP) whereas instrument sets shall be repaired, documented, and monitored by Surgical Service and Specialty Services.

3.r.The contractor shall provide a summary document upon delivery of processed instruments containing the following information: date of repair, instrument type, type of repair, and cost.

3.s. All single instrument and surgical trays picked up/delivered by contractor shall be properly listed for accountability verification.

3.t. Contractor shall provide VA-SPS staff with one (1) CEU eligible in-service on instrumentation per year. The repair contractor shall provide education regarding instrument repairs, instrument care and handling, instrument processing, power equipment repairs, laparoscopic continuity testing, and endoscopy instrument repairs. Programs shall be accredited programs that offer CEU credits to SPS Technicians, Surgical Technicians, and Registered Nurses. Contractor shall be IAHCSMM certified.

3.u.The Contractor’s employee(s) shall report to the Sterile Processing Service upon arrival at each VISN 5 location (s) for the pickup and return of instruments. If instruments cannot be repaired, they shall be marked or tagged and returned to SPS. If an instrument needs to be sent out for third party repairs by the contractor, authorization shall be obtained from the VAMC SPS Chief.

3.v.The contractor shall provide each VISN 5 Location (s) with one Insulscan ® Laparoscopic Insulation Continuity Tester at no charge and provide education upon request and as necessary to SPS Technicians.

4. Special Instructions / Set weekly Repairs 4.a. Individual instrument repairs shall be performed Monday through Friday between the hours of 8:00am – 4:00pm excluding weekends and national holidays. Instrument pickups and returns shall be completed on Tuesdays and Thursdays. Instruments should be returned by the contractor via Hand Delivery or Courier Services.

4.b. Instrument repairs completed onsite at each VISN 5 Location (s) shall occur in a mobile repair lab/vehicle in a designated space. The mobile repair vehicle should be self-sustained with electrical power, air compressor, tools, etc. Safety cones shall be utilized around the perimeter of the mobile repair vehicle to ensure the safety of hospital and contractor staff. Any equipment needed to set up repair lab at the hospital shall be done at the expense of the contractor.

4.c. Single instrument repairs, in the absence of a mobile repair vehicle, shall be picked up on Tuesdays and Thursdays, and are to be returned within seven (7) days on the next scheduled pick up date.

4.d. All Urgent Instrument Repairs shall have a 48-hour turn-around time.

4.e. All Emergency Instrument Repairs shall have a 24-hour turn-around time.

4.f. If an instrument is un-repairable, it shall be marked or tagged and returned to the SPS Chief.

4.g.The contractor shall conduct a continuous review of the condition of the sets and make recommendations for adjusting the repair frequencies for individual sets and on-site repair visit frequency.

4.h.The contractor shall provide repair service invoices to designated representatives for review and approval prior to submitting invoice for billing. All correspondence invoices shall include the current contract number. Billings shall be made in arrears by certified invoice. All repairs shall be completed according with all terms within this PWS.

5. VA Monitoring:

5.a. The contractor shall make recommendations for surgical instrument replacement which may be pertinent to meet the scope of surgical trays completion. Repair of back up instruments shall take place 2 times a year. The assessment of these instruments not requiring repair shall be provided at no charge.

5.b. Continued instrument repairs quality improvement monitoring and turn-around time as well as contract compliance will be progressively and jointly monitored by Sterile Processing Service (SPS) and the Surgical Service Contracting Officer Technical Representative (COR).

5.c. A COR will be appointed for each of the VISN locations.

5.d. Contracting Officer’s Technical Representative (COR) will designate appropriate VA personnel to monitor contractor employee work hours/services through one or a combination of the following mechanisms:

5.e. The COR jointly with the Chief, SPS will monitor Contractor instrument pick-up and drop-off through written logs and schedules to ensure that services outlined in the contract have been received by the VA. The contractor’s employee(s) shall report to SPS upon arrival at each VISN 5 location (s) for the pickup and return of instruments.

5.f. The COR will be responsible for verifying contract compliance. Any incidents of Contractor noncompliance as evidenced by the monitoring procedures will be forwarded immediately to the Contracting Officer by the COR.

5.g. Documentation of services performed will be reviewed by the COR prior to certifying payment. The COR will perform periodic document checks with the using service to ensure accurate records monitoring. The VA will only pay for services actually performed at VA and at the contractor’s location, and in strict accordance with the schedule of prices/costs shown in the schedule of items. Contract monitoring, and recordkeeping procedures shall be sufficient to ensure proper payment and allow audit verification that services were provided.

5.h.Monthly invoices are submitted to Financial Services Center in Austin, Texas by the contractor. The Surgical Service COR will verify that services were actually performed against contractors certified delivery repairs document. Invoices will be submitted to SPS Chief for verification prior to invoicing. Only after verification are invoices certified for payment.

6. Contractor/Contractor Requirements 6.a. The contractor performing the repairs, maintenance, and inspections of surgical instruments shall be ISO9001:2015 and ISO 13485:2016 (medical device) certified.

6.b.The Contractor shall be compliant with relevant VA Policies and with AAMI ST-79:2017

6.c. The contractor’s employees shall also perform the on-site annual instrument maintenance or single instrument repairs in the mobile unit or on the premises of each VISN 5 location (s) on an as needed basis. Contractor shall be required to provide a list of processed instruments containing the following information; date of repair, instrument type, type of repair, and cost.

6.d.Contractor shall supply document clarifying company’s scope of work which shall state what type of work can be accomplished on-site, locally, and what shall need to be sent to a third party contractor.

7. Documentation Requirements 7.a. Contractor shall “scan out” all instruments/surgical trays and equipment removed from SPS for repairs in the tracking system.

7.b. Repaired instruments returned to SPS shall be on a detailed list document provided by the contractor containing the following information: date of repair, instrument type, type of repair, and cost.

7.c. The hand-written checklist/delivery slip will be checked against the instruments returned after repairs.

7.d. A quarterly repair report, business review, documented savings, and Surgical Instrument Quality Assurance Program update shall be provided to the COR, and Chief of SPS.

8. SPS and Surgical Service Operating Room Support 8.a.The VA Sterile Processing Service will be the point of contact for all surgical instrument pickups and returns. The returned repaired instruments will be inspected in SPS. Any instruments that fail will be returned for rework by the contractor.

9. Surgical Instrument Tray Maintenance (By Specialty) 9.a. The repair contractor, with the input of the clinical and SPS staff at each location, shall implement a Surgical Instrument Quality Assurance Program to ensure instrument sets will be repaired, documented, and monitored by entire surgical service and specialty.

9.b.Surgical instrument tray maintenance, repairs, and inspections shall be performed based on the frequency determined by the Surgical Instrument Quality Assurance Program.

9.c.Specialty surgical instruments maintenance and repairs should be performed in the contractor’s mobile repair vehicle on the grounds of each VISN 5 location (s).

9.d. All instruments that can be disassembled shall be disassembled and undergo a detailed contractor inspection. Pictures/photographs shall be provided.

9.e.Instruments shall not be altered, changed or tampered with and shall be repaired following manufacturers’ original design specifications and in compliance with ANSI-AAMI ST-79.

9.f.Instruments such as Kerrison Rongeurs, Biopsy Punches, Graspers, Scissors, and Endoscopic – Arthroscopic devices shall be disassembled for maintenance and repaired. They shall also be sharpened and aligned in accordance with the manufacturer’s original specifications and in compliance with ANSI-AAMI ST-79.

9.g.Surgical Picks, Nerve Hooks, Needle Holders, etc., shall be straightened or aligned as to maintain their original manufacturer’s configuration.

9.h.Specific custom-made instruments shall be repaired in coordination with Operating Room surgeons (end user) specifications.

9.i. Suction tubes (Poole, Adson, Frazier Baron, and Yankauer) shall be inspected, and interior lumens flushed. All cannulated items shall have interior lumen flushed and inspected 9.j. All instruments shall be stained free with a finish that complies with the manufacturer’s specifications.

9.k. Delicate sharp, pointed eye instruments shall be returned covered with appropriate tip protectors.

10. Progress and Compliance •10.a.The contractor shall make recommendations for surgical instrument replacement which may be pertinent to meet the scope of surgical tray(s) completion and provide replacement instruments for agreed upon patterns.

10.b. Continued instrument repairs, quality improvement monitoring, and turn-around time, as well as contract compliance, shall be progressively and jointly monitored by SPS and the Surgical Service COR.

10.c.The contractor shall provide repair service invoices. All correspondence invoices shall include the current contract number. Billings shall be made in arrears by certified invoice.

10.d. All repairs shall be completed according with all terms within this PWS.

10.e.In the event of inclement weather, natural disaster, or other unforeseen circumstances preventing a scheduled on-site repair visit the SPS Chief will be contacted the day of the scheduled visit. Dates available for re-scheduling shall be provided to the SPS Chief within in 3 business days of the originally scheduled on-site repair visit.

11. Security Clearance 11.a. Contractor shall be required to complete a security clearance with the VA Police. • An ID badge will be issued by the VA Police which needs to be presented by the contractor’s employee at the VA entrance security check points. The issued badge is for official pickup and deliveries of surgical instruments and trays. Only on VA badge is needed per employee.

11.b. Contractor’s mobile unit(s) shall be properly labeled with contractor’s logo and registered with the VISN 5 Police.

12. Task Orders Ordering officers (OOs) will be authorized to place orders against this contract. The Contracting Officer (CO) will furnish the Contractor with the names of individuals authorized as OOs, by separate memorandum upon issuance of the contract. When OOs are added after award, the CO will furnish the Contractor with the names of individuals authorized as OOs, by memorandum upon OO appointment. OOs are responsible for issuing and administering orders placed under this contract. OOs have no authority to modify any term of this basic contract. Any deviation from the terms of the basic contract must be approved in writing by the CO responsible for this contract. The Contractor shall accept orders against this contract only from the CO and/or authorized OOs. Fulfilling orders from persons other than the CO or OO may result in loss or delay in payment for supplies/services provided under such orders. In the even an OO is not available any warranted CO within NCO 5 can also place orders against the contract.

13. Contract Modifications The intent of this contract is to cover all surgical equipment sharpening and repairs throughout the VISN. As such if new instruments are added to the supply within the hospital, modification to add those instruments to this contract will be considered within the scope of this work. However, the contractor cannot preform service on those instruments until the modification adding the required CLINS is processed. If the contractor does perform work outside of the instruments listed at the time work is performed, that work is considered at risk, and subject to the unauthorized commitment processed, which can delay or prevent payment. If either the COR, OO, or contractor become aware of new items or services need to be added, they must inform the contracting officer to begin the modification.

B.3 ITEM LIST

Please see attached spread sheet

See attached document: Revise DC SPS Instrument Maintainance Inventory Report 5-22 02.

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

C.3 SUPPLEMENTAL INSURANCE REQUIREMENTS

In accordance with FAR 28.307-2 and FAR 52.228-5, the following minimum coverage shall apply to this contract:

(a) Workers' compensation and employers liability: Contractors are required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 is required, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) General Liability: $500,000.00 per occurrences.

(c) Automobile liability: $200,000.00 per person; $500,000.00 per occurrence and $20,000.00 property damage.

(d) The successful bidder must present to the Contracting Officer, prior to award, evidence of general liability insurance without any exclusionary clauses for asbestos that would void the general liability coverage.

(End of Clause)

C.4 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 8/19/19 through 8/18/24.

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

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.5 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 1, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $5,000.00;

(2) Any order for a combination of items in excess of 15,000.00; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.6 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 8/18/24.

(End of Clause)

C.7 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.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 9/30/2019. 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.