36C24720Q0480-001.docx

36C24720Q0480 Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C247 DARRELL HARPER

Department of Veterans Affairs Carl Vinson VA Medical Center 1826 Veterans Blvd.

Dublin GA 31021

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.

Department of Veterans Affairs

FMS-VA-2(101)

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

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Statement of Work (SOW) On- Site Preventive Maintenance Service for Reusable Medical Equipment Sterile Processing Services, Atlanta VA Medical Center, Decatur, GA

A. GENERAL INFORMATION

Surgical instrument repair and preventive maintenance of Reusable Medical Equipment (RME) is a highly specialized vocation. Finding a contractor with a strong knowledge base of the specific instruments and equipment used at the Atlanta VA Medical Center, Sterile Processing Service (SPS) is crucial. Acquiring an annual contract for this requirement ensures cost efficiency by having highly skilled technicians conduct repair services without damaging or breaking instruments and equipment; standardization using the same company for all repairs and replacements; and time saving processes from having one point of contact and consistent plans of action.

1. Purchase of Contract.

For on-site surgical instrument repair, sharpening and refurbishing or replacing as needed, repair of closed surgical case carts as needed, and cleaning of steam sterilizers biannually.

2. General Information:

The contractor shall provide all resources necessary to accomplish the deliverables described in this statement of work (SOW), except as may otherwise be specified. Contractor shall provide minimum specifications contained herein. Work shall meet all applicable codes and regulations and is subject to the terms and conditions of the contract.

Background:

The Atlanta VA Medical Center (AVAMC), Decatur, GA, has requirement for on – site preventive maintenance for all Reusable Medical Equipment (RME) including steam sterilizers in Sterile Processing Service (SPS) department.

The contractor shall be able to repair and sharpen instruments the same day reusable medical equipment is identified from service. Services that are required are inspecting, sharpening, adjusting, repairing, cleaning, lubricating and refurbishing.

The contractor should be able to repair dental hand pieces, rigid scopes and anything else that may require repair.

The contractor should be able to repair surgical case carts, clean steam sterilizers as needed.

The contractor shall ensure that the repairs and service functions are performed in conformance with the American National Standards Institute (ANSI) and the Association for the Advancement of Medical Instrumentation (AAMI). ANSI-AAMI ST-59 Part I: (General Sterilization of Health Care Products), ANSI- AAMI ST- 79 Part 7.7(Servicing and repairs of Devices in the health Care Facility), ANSI- AAMI ST- 91(Flexible and Semi- Rigid Endoscope Processing in Health Care Facilities), Center for Disease Control (CDC) regulations, International Association of Healthcare Central Service Material Management (IAHCSMM) standards. Association of Peri-Operative Registered Nurses (AORN) Standards, Associate for Professionals in Infection Control and Epidemiology (APIC) and manufacturer’s Specifications.

Scope of Work:

Prior to commencing work on hospital instruments, the contractor shall conduct a set evaluation to determine specific needs of the facility and coordinate a proper schedule for routine maintenance, refurbishing and replacement. Generally, instrument sets should be scheduled for sharpening ever 3-4 months while frequent use sets in a day depending upon the size, type of trays and service required. Repair specialist shall provide the required service about 15 sets in a day depending upon the size, type of trays and service required. Certain sets may take longer than others. But on average, a tray can be serviced in about 45 minutes. Instrument sets shall be opened and repaired one at a time in order to keep instruments together.

The repair vans shall carry replaceable instruments, an assortment of springs, screws and other OEM replacement parts to ensure a cost-effective same day repair. Before sharpening, the instruments shall be refurbished by bead blasting. After sharpening and repair, all stainless instruments shall be placed into the ultrasonic cleaner which removes debris and oxidation. The instruments shall be rinsed with clean water, counted again, and placed back into the container where attention is given to protect the sharps. Instruments beyond repair or refurbishment that fall within the patterned replaceable instruments covered in Assurance Service Program will be replaced. There is no limit as to the quantity of unrepairable instruments that need to be replaced as long as the unrepairable instruments fall within the patterns listed.

The repair van shall always maintain an open-door policy to hospital staff and full access to the repair specialist. The contractor shall be committed to meeting the instrument repair needs of the customers. Satisfaction repair surveys shall be provided to the contractor at the end of period of performance to help ensure that hospitals are getting the best service possible from the contractors trained technicians.

On- Site services shall include but not limited to : sterilization container repair, general sharpening, spring replacement, ophthalmic instruments, arthroscopic instruments, align and sharpen laparoscopic instruments, micro instruments, refurbishing and reinstating shafts as needed, diamond dusting of forceps and needle holders, repair and sharpening of minimally invasive instruments, rachet repair, bipolar repairs, power/pneumatic, phaco handpieces, graspers, specialized instrumentation and retractors. This shall include all surgical services instrumentation.

Surgical instruments include, but not limited to those used in: General practice and surgery, Ophthalmology, ENT, Plastics, Gynecology, Neurology, Orthopedics, Urology, Laparoscopic, Anesthesiology, Oral Maxillofacial, Vascular and cardiothoracic.

The contractor shall identify instruments that are defective and that show excessive wear and tear. Instruments shall be clearly marked and labeled with description of the problem. The contactor shall be able to remove marking tape from the instruments when requested or as needed.

Items being sent out for repair shall be cleared through Chief of SPS or designee.

All surgical instruments and sets shall be inspected and evaluated for continued best practice performance and restored to like new condition. The repair services are required twice a month and on as needed basis to ensure that we have the safest and most reliable instruments on hand to use on our Veteran patients.

· Each surgical set shall be inspected, repaired and refurbished at least twice annually.

· Ability to work harmoniously with SPS automated instrument tracking systems

· Ability to repair surgical case carts as needed

· Cleaning of steam sterilizers annually or as needed

VA Owned Instruments include but not limited to:

General Scissors: Scissors Metz, Mayo, Iris, cast/ bandage scissors, suture scissors, serrated scissors, pots scissors and other delicate scissors.

Osteotomes: Total Joint osteotomes, Podiatry osteotomes, ENT osteotomes.

Curettes: Total Joint curettes, D&C Curettes, Adenoid curettes, ortho- spine and neurosurgery curettes.

Elevators: periosteal elevators, Cobb elevators, key elevators, freer elevators, D/E elevators.

Gouges: Total Hip Gouges Small knives: Amputation knives, cartilage knives, meniscus knives, knife handles.

Ronguers: All Ronguers, pituitary, Kerrison, Kerrison punches, Dermal punches.

Cutters: Bone cutters, wire cutters, pin cutters, rib cutting forceps, Forceps/ Clamps: artery forceps, sponge forceps, Kelly clamps, Adson, Allis, Tissue, mosquito, biopsy, Hemostats, clip appliers, Kocher clamps, towel clips, bone clamps.

Miscellaneous instruments:

Reamers, Total hip cup graters, cranial burrs, retractors, balfour retractor, other hand retractors, Dental instruments, dental hand pieces. Spinal drills, chisels, skin hooks, rakes, suction tips and tubes, dissectors, rasps, saw blades, speculums, dilators, all needle holders, Acetabular cutters.

Ophthalmic Instruments:

Speculums, Retractors, Knives (not diamond) Spuds, spoons, punches, spatulas, Manipulators, loops, Hooks, marker calipers, scissors, forceps.

Arthroscopic Instruments:

Punches, Shavers, Scissors, Intra- Articular Hooks, Intra- Articular Knives, Intra- Articular Graspers, Forceps.

ALIGN/SHARPEN LAPAROSCOPIC INSTRUMENTS:

Laparoscopic punches, laparoscopic shavers, Laparoscopic scissors, Laparoscopic hooks, Laparoscopic Knives, Laparoscopic Graspers, Laparoscopic forceps.

Micro Instruments:

Verres Needles, Biopsy Needles, Corneal Scissors, Urethrotomes, Micro Rongeurs, Micro Forceps, Micro Scissors like Pots Reinsulation:

Shaft Reinsulation Total Reinsulation – Sharpen, Realign, Refurbish and Re- Insulate Scissors and Graspers Bipolar Repairs:

Standard Bipolar forceps (Align, Adjust, refurbish) Irrigating Bipolar forceps (Align, Adjust, refurbish) Standard Bipolar forceps (Replace cap, report, refurbish, reinsulate) Irrigating Bipolar forceps (Replace cap, report, refurbish, reinsulate)

STERILIZATION CONTAINER REPAIR

GENESIS, AESCULAP, BOOKWALTER

MISCELLANEOUS:

Gasket Replacement, Baffle, Inner, outer latch assembly, Single Action Latch Assembly, Upper Latch place replacement, lower latch replacement, single action latch (w/o handle) replacement, Double Action Latch (w/o handle) replacement.

Retention plate replacement, retention plate repair, Handle replacement, E-Clip replacement, Hex nut replacement, Stud Nut replacement, Instrument Holding pin replacement, Nut Plate replacement, Screw replacement for End plates, Fastener Replacement, Tag Replacement, General Repair, Bent Container, Burr removal, Dent Removal, Miscellaneous repair, Basket handle replacement, Basket Handle bracket, basket handle leg bracket repair or replacement.

DIAMOND DUSTNG:

Tissue Forceps, Micro Needle Holders, Standard Needle Holders, Needle Jaw Application

MINIMAALY INVASIVE INSTRUMENTS:

Rebuilds/Minor, Rebuilds/ Major, Align& Adjust jaws, Align & adjust handles, Bovie clip adaptor, Control Rod, Control rod ball, cotton Rod insulator, Frozen control rod, J- Hooks, re-insulate, handle, hinges, jaws, jaw pins, screws shaft, sharpen & hone, straighten & remove dent from sheath.

ENDOSCOPIC & LAPAROSCOPIC INSTRUMENTS (Modular and non- modular).

All applicable graspers, dissectors, clamps, biopsy instruments and forceps (to include with or without rachets). This will include all manufacturers.

DIAMOND KNIVES

Single Edge Micrometer knives, Rehone, Double Edge Micrometer Knives, Rehone, Axe blade micrometer knives, Two-step enhanced micrometer knives, Rehone, Tri square/15-degree arcuate Micrometer knives, Rehone, Phaco cataract Free hand Rehone, Trifacet Cataract Freehand Rehone, Clear Corneal Cataract Freehand Rehone, Phaco Chisel Blade 2 sides cataract Freehand Rehone, simplicity blade, 4 sides Cataract Freehand Rehone Buck 1.0mm, Cataract Freehand Rehone.

POWER/PNEUMATIC

Basic Repair -Includes disassembly, internal cleaning and lubrication, minor adjustment, reseal test.

All power equipment to include but not limited to:

Stryker, Conmed small and large power, Micro& Heavy-Duty Air Hose 10 ft (Standard repair), Battery pack refurbishing, Misc. Power Equipment, Electric Power Equipment.

PHACO HANDPIECES

Alcon 10,000, Alcon Legacy, Chiron (Interoptics), Staar, Mentor, Storz, Storz Millenium, AMO (Allergan, OMS Minor repairs).

LIGHT CABLES and ADAPTORS to fit all manufacturers Light Cable 3mm x 6ft w/2 adaptors Light Cable 3mm x 8ft w/2 adaptors Light Cable 4mm x 6ft w/2 adaptors Light Cable 5mm x 6ft w/2 adaptors Light Cable 5mm x 8ft w/2 adaptors

CLEANING OF STEAM STERILIZERS BIANNUALLY

Cleaning of Three (3) Steris Steam sterilizers model # and one Getinge Steam Sterilizer model # Services should include, preparation of work area, closing of the valves, drains and steam outlets while cleaning, cleaning of drains, cleaning of sterilizer chambers, removal of oxidation from sterilizers and polishing of the metal surfaces.

Sterilizers will have a satin polished finish upon completion of work.

SURGICAL CASE CART REPAIR

Maintenance and repair of stainless-steel surgical case carts, replacing hinges, repair or replace coasters and wheels, restore once piece wrap-around bumper as needed. Replace any stainless-steel parts as needed.

3. Specific Mandatory Tasks and Associated Deliverables Instruments and instruments sets are to be received from the Sterile Processing Service of each facility and returned once repair and sharpening is completed on the same day.

All single instruments and instrument sets picked up/delivered by the contractor shall be properly listed for accountability verification.

The contractor shall tag the equipment with the appropriate labels (not Etching) to identify instrument repair inspection date.

The contractor shall test instruments for accurate alignment, sharpens, insulation and calibration.

If the instrument needs to be sent out to the lab for repairs, the contractor shall obtain the verbal approval of the VAMC SPS chief or their designee prior to doing so.

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.

Documentation /Reports: Inventory provided at the end of period of performance, will include all sets and instruments sharpened and repaired.

4. Schedule for Services:

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

Federal Holidays:

Any other day specifically declared a national Holiday by the President of the United States.

When one of the above designated legal holidays falls on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday falls on a Saturday, the preceding Friday is observed as a holiday by US Government Agencies.

The Actual times and day(s) will be agreed upon by each designated facility. The Chief of the Sterile Processing Services, or Designee, or Designee and contractor must all agree.

5. Contractor Requirements

The Contractor performing the repairs and sharpening of surgical instruments shall be ISO-9000 certified.

Contractor shall be compliant with relevant VA policies and with AAMI ST-79: 2010 Part 7.7 standards (Servicing and Repairs of Devices in the health care facility).

6. Quality Assurance Chief of Sterile Processing Services (SPS) or designee will inspect instrumentation as it is returned from repair and sharpening.

The following items may be observed, tracked, and continually evaluated during the contract period.

Overall contractor performance inspect appearance: Instruments shall bee free of nicks, pitting, rust corrosion, and cracks.

Inspect for function: Tips of instruments for ratcheted instruments will meet, proper jaw alignment, proper tension, freely moving box locks, screws tightened as needed, freely moving hinges on scissors or other multi- jointed instruments.

Technically skilled personnel: Personnel shall be technically proficient in repair and sharpening of instruments.

6. SECURITY INCIDENT INVESTIGATION

a. The term "security incident" means an event that has, or could have, resulted in unauthorized access to, loss or damage to VA assets, or sensitive information, or an action that breaches VA security procedures. The contractor/ subcontractor shall immediately notify the COR and simultaneously, the designated ISO and Privacy Officer for the contract of any known or suspected security/privacy incidents, or any unauthorized disclosure of sensitive information, including that contained in system(s) to which the contractor/ subcontractor has access.

b. To the extent known by the contractor/subcontractor, the contractor/ subcontractor's notice to VA shall identify the information involved, the circumstances surrounding the incident (including to whom, how, when, and where the VA information or assets were placed at risk or compromised), and any other information that the contractor/subcontractor considers relevant.

With respect to unsecured protected health information, the business associate is deemed to have discovered a data breach when the business associate knew or should have known of a breach of such information. Upon discovery, the business associate must notify the covered entity of the breach. Notifications need to be made in accordance with the executed business associate agreement.

In instances of theft or break-in or other criminal activity, the contractor/subcontractor must concurrently report the incident to the appropriate law enforcement entity (or entities) of jurisdiction, including the VA OIG and Security and Law Enforcement. The contractor, its employees, and its subcontractors and their employees shall cooperate with VA and any law enforcement authority responsible for the investigation and prosecution of any possible criminal law violation(s) associated with any incident. The contractor/subcontractor shall cooperate with VA in any civil litigation to recover VA information, obtain monetary or other compensation from a third party for damages arising from any incident or obtain injunctive relief against any third party arising from, or related to, the incident.

B. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES

Description of Tasks and Associated Deliverables: The contractor shall provide the specific deliverables described below within the performance period stated in this SOW.

Deliverable Schedule

(Base Year) FY 20

FY21

FY22

FY23

FY24

Performance Period

BASE YEAR, PERIOD OF PERFORMANCE 1 May 2020 THROUGH 30 April 2021.

OPTION YEAR ONE, PERIOD OF PERFORMANCE WILL BEGIN 1 May 2021 THROUGH 30 April 2022 OPTION YEAR TWO, PERIOD OF PERFORMANCE WILL BEGIN 1 May 2022 THROUGH 30 April 2023:

OPTION YEAR THREE, PERIOD OF PERFORMANCE WILL BEGIN 1 May 2023 THROUGH 30 April 2024:

OPTION YEAR FOUR, PERIOD OF PERFORMANCE WILL BEGIN 1 May 2024 THROUGH 30 April 2025:

C. CHANGES TO STATEMENT OF WORK

Any changes to this SOW shall be authorized and approved only through written correspondence from the COR. A copy of each change will be kept in a project folder along with all other products of the project. Costs incurred by the contractor through the actions of parties other than the COR shall be borne by the contractor.

D. CONFIDENTIALITY AND NONDISCLOSURE

It is agreed that:

1. The preliminary and final deliverables, and all associated working papers, application source code, and other material deemed relevant by VA which have been generated by the contractor in the performance of this task order, are the exclusive property of the U.S. Government and shall be submitted to the CO at the conclusion of the task order.

2. The CO will be the sole authorized official to release, verbally or in writing, any data, draft deliverables, final deliverables, or any other written or printed materials pertaining to this task order. No information shall be released by the contractor. Any request for information relating to this task order, presented to the contractor, shall be submitted to the CO for response.

3. Press releases, marketing material, or any other printed or electronic documentation related to this project, shall not be publicized without the written approval of the CO.

E. CONTRACTOR RULES OF BEHAVIOR

This User Agreement contains rights and authorizations regarding my access to and use of any information assets or resources associated with my performance of services under the contract terms with the Department of Veterans Affairs (VA). This User Agreement covers my access to all VA data whether electronic or hard copy ("Data"), VA information systems and resources ("Systems"), and VA sites ("Sites"). This User Agreement incorporates Rules of Behavior for using VA, and other information systems and resources under the contract.

*No network access or user accounts (VISTA) will be needed by contractor, as they will not be using the Atlanta VA Sterile Processing Department, Operating Room or Community Based Outpatient Center (CBOC) computers.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

SHARPENING, REPAIR, AND PREVENTIVE MAINTENACE OF SURGICAL INSTRUMENTS

Contract Period: Base POP Begin: 05-01-2020 POP End: 04-30-2021

LOCAL STOCK NUMBER: 9999

SHARPENING, REPAIR, AND PREVENTIVE MAINTENACE OF SURGICAL INSTRUMENTS

Contract Period: Option 1 POP Begin: 05-01-2021 POP End: 04-30-2022

SHARPENING, REPAIR, AND PREVENTIVE MAINTENACE OF SURGICAL INSTRUMENTS

Contract Period: Option 2 POP Begin: 05-01-2022 POP End: 04-30-2023

SHARPENING, REPAIR, AND PREVENTIVE MAINTENACE OF SURGICAL INSTRUMENTS

Contract Period: Base POP Begin: 05-01-2023 POP End: 04-30-2024

SHARPENING, REPAIR, AND PREVENTIVE MAINTENACE OF SURGICAL INSTRUMENTS

Contract Period: Option 4 POP Begin: 05-01-2024 POP End: 04-30-2025

B.3 DELIVERY SCHEDULE

1670 CLAIRMONT ROAD

DECATUR, GA 30033 4004

USA

404-321-6111 x207400 aruna.marri@va.gov

1670 CLAIRMONT ROAD

DECATUR, GA 30033 4004

USA

1670 CLAIRMONT ROAD

DECATUR, GA 30033 4004

USA

1670 CLAIRMONT ROAD

DECATUR, GA 30033 4004

USA

1670 CLAIRMONT ROAD

DECATUR, GA 30033 4004

USA

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 52.217-8 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.3 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.4 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2019) (DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran owned small business concern or SDVOSB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled Veterans or eligible surviving spouses (see VAAR 802.101, Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled Veterans (or eligible surviving spouses) or, in the case of a service-disabled Veteran with permanent and severe disability, the spouse or permanent caregiver of such Veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR part 74 and is so listed in the Vendor Information Pages (VIP) database (https://www.vip.vetbiz.va.gov); and

(v) The business will comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR 121.406 and 125.6, provided that any reference therein to a service-disabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB. The nonmanufacturer rule and the limitations on subcontracting apply to all SDVOSB and VOSB set-asides and sole source contracts.

(2) “Service-disabled Veteran” means a Veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

(b) General.

(1) Offers are solicited only from eligible service-disabled veteran-owned small business concerns. Only VIP-listed service-disabled veteran-owned small business concerns (SDVOSBs) may submit offers in response to this solicitation. Offers received from concerns that are not VIP-listed service-disabled veteran-owned small business concerns shall not be considered.

(2) Any award resulting from this solicitation shall be made to a VIP-listed service-disabled veteran-owned small business concern that meets the size standard for the applicable NAICS code.

(c) Representation. By submitting an offer, the prospective contractor represents that it is an eligible SDVOSB as defined in this clause, 38 CFR part 74, and VAAR subpart 819.70. Pursuant to 38 U.S.C. 8127(e), only VIP-listed SDVOSBs are considered eligible. Therefore, any reference in 13 CFR part 121 and 125 to a servicedisabled veteran-owned small business concern (SDVO SBC), is to be construed to apply to a VA verified and VIP-listed SDVOSB and only such concern(s) qualify as similarly situated. The offeror must also be eligible at the time of award.

(d) Agreement. Agreement. When awarded a contract (see FAR 2.101, Definitions), including orders under multiple-award contracts, or a subcontract, an SDVOSB agrees that in the performance of the contract, the SDVOSB shall comply with requirements in VAAR subpart 819.70 and SBA regulations on small business size and government contracting programs at 13 CFR part 121 and 125, including the nonmanufacturer rule and limitations on subcontracting requirements in 13 CFR part 121.406 and 125.6, provided that for purposes of the limitations on subcontracting, only VIP-listed SDVOSBs shall be considered eligible and/or “similarly situated” (i.e., a firm that has the same small business program status as the prime contractor). An independent contractor shall be considered a subcontractor. An otherwise eligible firm further agrees to the following:

(1) Services. In the case of a contract for services (except construction), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(2) Supplies or products.

(i) In the case of a contract for supplies or products (other than from a nonmanufacturer of such supplies), it will not pay more than 50% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(ii) In the case of a contract for supplies from a nonmanufacturer, it will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) is granted.

(3) General construction. In the case of a contract for general construction, it will not pay more than 85% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(4) Special trade contractors. In the case of a contract for special trade contractors, it will not pay more than 75% of the amount paid by the government to it to firms that are not VIP-listed SDVOSBs.

(5) Subcontracting. Any work that a VIP-listed SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, cost of materials is excluded and not considered to be subcontracted. For mixed contracts and additional limitations, refer to 13 CFR 125.6.

(e) Joint ventures. A joint venture may be considered an SDVOSB if the joint venture is listed in VIP and complies with the requirements in 13 CFR 125.18(b), provided that any reference therein to service-disabled veteran-owned small business concern or SDVO SBC, is to be construed to mean a VIP-listed SDVOSB. A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the joint venture participants.

(f) Precedence. For any inconsistencies between the requirements of the SBA program for service-disabled veteran-owned small business concerns and the VA Veterans First Contracting Program, as defined in VAAR subpart 819.70 and this clause, the VA Veterans First Contracting Program requirements have precedence.

(End of Clause) C.5 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

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

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

(c) All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of…