36C24721Q0737.docx

36C24721Q0737

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

508-21-3-2090-0171 36C24721Q0737 05-19-2021 Terri Hudson 205-554-2000 ext. 2854 05-26-2021

1:00 PM

EDT

Department of Veterans Affairs Tuscaloosa VA Medical Center 3701 Loop Road East Tuscaloosa AL 35404-5088 X X 339112 1000 Employees

NET 30

N/A X Department of Veterans Affairs Atlanta VAMC 1670 Clairmont Road Attn: Warehouse/Sterile Processing SVCS Atlanta GA 30033 Department of Veterans Affairs Tuscaloosa VA Medical Center 3701 Loop Road East Tuscaloosa AL 35404-5088

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page The contractor shall provide and install all resources necessary to accomplish the deliverables described in this SALIENT CHARACTERISTICS except as may otherwise be specified. Work shall meet all applicable codes and regulations and is subject to the terms and conditions of the contract.

THIS IS A TOTAL SERVICE DISABLED, VETERAN-OWENED SMALL

BUSINESS SET ASIDE.

ALL VENDORS MUST BE REGISTERED IN VETBIZOPPS.

See CONTINUATION Page X X X 0001-0094 Thaddeus Willoughby Contracting Officer 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 Thaddeus Willoughby

Department of Veterans Affairs Tuscaloosa VA Medical Center 3701 Loop Road East Tuscaloosa AL 35404-5088

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:

Page 1 of Page 1 of

SALIENT CHARACTERISTICS

A. GENERAL INFORMATION

1. Requirement: The Sterile Processing Service Line seeking to procure surgical instruments for Atlanta VA medical center Surgical Services.

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

3. Background: The Atlanta Veterans Affairs Medical Center Sterile Processing Service is requesting to purchase surgical instruments from BD (V. Mueller) for Atlanta VA medical center Surgical Services. These instruments are required to replace missing instruments from the same vendor in multiple surgical sets (procedure kits).

4. Performance Period: The contractor shall complete the work required under this SOW in 30 calendar days or less from date of award, unless otherwise directed by the Contracting Officer (CO). If the contractor proposes an earlier completion date, and the Government accepts the contractor’s proposal, the contractor’s proposed completion date shall prevail. Work at the Government site shall not take place on Federal holidays or weekends unless directed by the CO.

New Year’s Day Martin Luther King Jr.’s Birthday President’s Day Memorial Day Independence Day Labor Day Columbus Day Veteran’s Day Thanksgiving Day Christmas Day

1. Type of Contract: Firm-Fixed-Price

B. GENERAL REQUIREMENTS

For every task, the contractor shall identify in writing all necessary subtasks (if any), associated costs by task, and along with associated sub-milestone dates. The contractor's subtask structure shall be reflected in the technical proposal and detailed work plan.

All written deliverables shall be phrased in layperson language. Statistical and other technical terminology shall not be used without providing a glossary of terms.

Where a written milestone deliverable is required in draft form, the VA will complete their review of the draft deliverable within 14 calendar days from the date of receipt. The contractor shall have 30 calendar days to deliver the final deliverable from date of receipt of the Government’s comments.

C. 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 Section A.4 of this SOW.

Task One: The contractor shall deliver medical grade stainless steel (Austenitic 304 and 316 stainless steels) made in Germany surgical instruments listed in the attachment.

Deliverable One: All the instruments must match the specifications described in the attachment along with this SOW.

Task Two: Coordinate date and time of the delivery of the instruments as requested and assist SPS staff in verification of all the instruments as per the attached list.

Task Three: All the instruments must be delivered to the following address:

Warehouse/ Sterile Processing Services Atlanta VA Medical Center 1670 Clairmont Road Decatur, GA 30033

D. CHANGES TO STATEMENT OF WORK

Any changes to this SOW shall be authorized and approved only through written correspondence from the CO. 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 CO shall be borne by the contractor.

E. 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 after 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.

F. 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.

The vendor does not need access to the VA system under any circumstances. The instruments will be delivered to the Atlanta VA Medical Center campus. No network access or user accounts will be needed by contractor, as they will not be using VA Medical center computers.

Each contractor/ vendor will be required to sign the Contractor’s Rule of Behavior before work on site can begin.

G. DESCRIPTION

H. SALIENT CHARACTERISTICS

· All the surgical instruments must be made of medical grade stainless steel (Austenitic 304 and 316 stainless steels) and made in Germany.

· All the instruments must match the description, the measurements, and the sizes described in the attached list.

*Contractors providing equal products shall provide descriptive literature describing equal characteristics.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

RETRACTOR MISKIMON 7X7 ANGLE SHARP 8IN

LOCAL STOCK NUMBER: B-0043

VASCULAR SMALL SUCTION TUBE 135DEG

LOCAL STOCK NUMBER: CH8042

EFOERSTER SPONGE FORCEPS STR SERR JAWS

LOCAL STOCK NUMBER: GL650

BACKHAUS TOWEL FORCEPS 3-1/2IN

LOCAL STOCK NUMBER: SU2900

VITAL METZ DISCT SCISSOR STR BLUNT 5-3/4

LOCAL STOCK NUMBER: RH1653

VITAL METZ DISCT SCISSOR CVD BLUNT 5-3/4

LOCAL STOCK NUMBER: RH1651

VITAL MAYO DISCT SCISSOR CVD W/RND BLADE

LOCAL STOCK NUMBER: SU1814-002

VITAL MAYO DISCT SCISSOR STR W/RND BLADE

LOCAL STOCK NUMBER: SU1804-002

SCISSORS BANDAGE LISTER OVERLGTH 7-1/4IN

LOCAL STOCK NUMBER: SU2007

SCISSORS BANDAGE UNIV 7IN BLK PLASTIC

LOCAL STOCK NUMBER: SU2014-001

VITAL MAYO-HEGAR NEEDLE HOLDER 7IN

LOCAL STOCK NUMBER: SU16061

VITAL CRILE-WOOD NDL HLDR 3600 TEETH 6IN SU16005

LOCAL STOCK NUMBER: SU16005

SENN RETRACTOR BLUNT DEL DBL-END 6-1/4IN SU3786

LOCAL STOCK NUMBER: SU3786

WEITLANER RETR 3X4 BLUNT PRONGS 6-1/2IN SU3112-001

LOCAL STOCK NUMBER: NL1003

MIXTER GALL DUCT FORCEP FULL CVD 7-3/4IN

LOCAL STOCK NUMBER: SU10501

LAHEY GALL DUCT FORCEPS LONGITUD SERR SU10524

LOCAL STOCK NUMBER: SU10524

TISSUE FORCEPS 1X2 TEETH OVER LGTH 5-3/4 SU2332

LOCAL STOCK NUMBER: SU2332

ADSON FORCEPS 1X2 TEETH SERR DEL 4-3/4IN NL1400

LOCAL STOCK NUMBER: SU2452

CRILE ARTERY FORCEPS 5-1/2IN CVD SU2735

LOCAL STOCK NUMBER: SU2735

HALSTED MOSQUITO FORCEPS 5IN STR SU2700

LOCAL STOCK NUMBER: SU2700

HALSTED MOSQUITO FORCEPS 5IN CVD SU2702

LOCAL STOCK NUMBER: SU2702

ADSON HEMOSTATIC ARTERY FORCEP CVD 7-1/4 NL3530

LOCAL STOCK NUMBER: NL3530

PEAN ARTERY FORCEPS 6-1/2IN CVD SU2760

LOCAL STOCK NUMBER: SU2760

OCHSNER ARTERY FORCEPS CVD 7-1/4 1X2 TTH SU2812

LOCAL STOCK NUMBER: SU2812

FORCEPS TISSUE ALLIS 4X5 TEETH 6IN SU4054

LOCAL STOCK NUMBER: SU4054

BABCOCK TISSUE HOLDING FORCEPS STD 6-1/4 SU5000

LOCAL STOCK NUMBER: SU5000

DANDY NERVE HOOK STR OVER LGTH 8-1/2IN NL2491

LOCAL STOCK NUMBER: NL2491

POTTS TENOTOMY SCISSORS CVD BLADE 6IN CH5675

LOCAL STOCK NUMBER: CH5675

DBKY THOR DISS FCPS, "C" VM71-2445

LOCAL STOCK NUMBER: VM71-2445

DEBAKEY THOR DISSECTOR FORCEPS D CVD 9IN VM71-2447

LOCAL STOCK NUMBER: VM71-2447

MIXTER THORACIC FORCEPS DEL RT ANGLE JAW CH1730-001

LOCAL STOCK NUMBER: CH1730-001

CH1730-001 MIXTER THORACIC FORCEPS DEL RT ANGLE JAW

LOCAL STOCK NUMBER: CH1730-001

COOLEY ATRIAL RETR RIGHT SERR 2.9X1.9CM CH8121

LOCAL STOCK NUMBER: CH8121

DEBAKEY TISSUE FORCEPS HVY 2MM TIP 7-3/4 CH5902-1

LOCAL STOCK NUMBER: CH5902-1

COOLEY ATRIAL RETR RIGHT SERR 2.9X1.9CM CH8121

LOCAL STOCK NUMBER: CH8121

COOLEY ATRIAL RETR RIGHT SERR 3.8X3.8CM CH8123

LOCAL STOCK NUMBER: CH8123

COOLEY ATRIAL RETR RIGHT SERR 4.8X4.4CM CH8124

LOCAL STOCK NUMBER: CH8124

COOLEY ATRIAL RETR LEFT SERR 1.9X4.4CM CH8125

LOCAL STOCK NUMBER: CH8125

DEBAKEY TISSUE FORCEPS REG 2MM TIP 7-3/4 CH5902

LOCAL STOCK NUMBER: CH5902

DEBAKEY-DIETHRICH TISSUE FORCEPS 1MM TIP CH5885

LOCAL STOCK NUMBER: CH5885

NASAL TENAC DBL HOOK PRONGS 10MM APART

LOCAL STOCK NUMBER: RH1135

DEBAKEY-DIETHRICH TISSUE FORCEPS 1MM TIP CH5887

LOCAL STOCK NUMBER: CH5887

GERALD FORCEPS SERRATED DEL 7IN NL1450

LOCAL STOCK NUMBER: NL1450

POTTS-SMITH SCISSORS 45DEG 5-1/4IN CH5651

LOCAL STOCK NUMBER: CH5651

POTTS-SMITH SCISSORS 45DEG 7-1/4IN CH5662

LOCAL STOCK NUMBER: CH5662

DEBAKEY ENDARTERECTOMY SCISSOR CVD BL/BL CH5697

LOCAL STOCK NUMBER: CH5697

SURGICAL KNIFE HANDLE #3 5IN W/METRIC SU1403-001

LOCAL STOCK NUMBER: SU1403-001

SURGICAL KNIFE HANDLE #7 6-3/8IN SU1407

LOCAL STOCK NUMBER: SU1407

MICRO X-ACTN BULLDOG STR JAW 1.2CM CH6079-001

LOCAL STOCK NUMBER: CH6079-001

MICRO X-ACTN BULLDOG ANG JAW 1.2CM CH6079

LOCAL STOCK NUMBER: CH6079

GREGORY PROFUNDA CLAMP SM JAW 4CM CH7220

LOCAL STOCK NUMBER: CH7220

DEBAKEY PERIPHERL VASC ANG JAW 6CM CH7140

LOCAL STOCK NUMBER: CH7140

DEBAKEY-CASTANEDA CLAMP DEL CVD 60DEG CH7814

LOCAL STOCK NUMBER: CH7814

LAMBERT-KAY AORTA CLAMP JAW 5.5X2.5CM CH7351

LOCAL STOCK NUMBER: CH7351

DEBAKEY SEMB LIGATURE CARRIER 10-1/4IN CH1809

LOCAL STOCK NUMBER: CH1809

DEBAKEY-CASTANEDA CLAMP DEL CVD 60DEG CH7814

LOCAL STOCK NUMBER: CH7814

VITAL DEBAKEY CARDIO NDL HLDR SERR 9IN CH2482

LOCAL STOCK NUMBER: CH2482

DEBAKEY ULTRA LIGHT, TCNH, 6" CH2485

LOCAL STOCK NUMBER: CH2485

DEBAKEY ULTRA LIGHT, TCNH, 7" CH2486

LOCAL STOCK NUMBER: CH2486

FREER SEPTUM ELEV DBL-END SH/BL 7-3/4IN RH750

LOCAL STOCK NUMBER: RH750

CRILE HOOK & DISSECTOR OVER LGTH 12-1/2 CH2600

LOCAL STOCK NUMBER: CH2600

DEL TOUCH JCBSN NEEDLE HOLDER STR 8-1/4 CH06121

LOCAL STOCK NUMBER: CH06121

MAUMENEE-PARK EYE SPEC SOLID BLADE 3-1/4 OP113

LOCAL STOCK NUMBER: OP113

VON GRAEFE STRABISMUS HOOK SMALL 1.3CM OP2270

LOCAL STOCK NUMBER: OP2270

VON GRAEFE STRABISMUS HOOK MED 1.6CM OP2271

LOCAL STOCK NUMBER: OP2271

KNAPP IRIS SCISSORS CVD LITE PATTERN 4IN OP5551

LOCAL STOCK NUMBER: OP5551

NASAL TENACULA SINGLE HOOK SHARP 6IN RH1115

LOCAL STOCK NUMBER: RH1115

NASAL TENAC DBL-HOOK PRONGS 5MM APART

LOCAL STOCK NUMBER: RH1125

BLADE HANDLE KNURLED #3KL ROUND 6IN OP1230

LOCAL STOCK NUMBER: OP1320

VITAL KNAPP IRIS SCISSORS STR SHARP/SHRP OP5526

LOCAL STOCK NUMBER: OP5526

VITAL KNAPP IRIS SCISSORS CVD SHARP/SHRP OP5525

LOCAL STOCK NUMBER: OP5525

WEITLANER RETR 3X4 BLUNT PRONGS 5-1/2IN SU3110-001

LOCAL STOCK NUMBER: SU3110-001

BABY WEITLANER RETR 2X3 PRONG BLNT 4-1/4 OS5531

LOCAL STOCK NUMBER: OS5531

VITAL DEBAKEY NDL PULL TISS FORCEPS 2MM CH5932

LOCAL STOCK NUMBER: CH5932

RANEY SCALP CLIP APPLY FORCEPS 6-1/4IN NL10

LOCAL STOCK NUMBER: NL10

JACOBSON MOSQUITO FORCEP DEL CVD JAW 5IN CH8610

LOCAL STOCK NUMBER: CH8610

JACOBSON MOSQUITO FORCEP DEL CVD JAW 5IN CH8610

LOCAL STOCK NUMBER: CH8610

DEBAKEY TISSUE FORCEP REG 2MMTIP 6-1/4IN CH5900

LOCAL STOCK NUMBER: CH5900

EUPHRATE-PASQUE D-JAW HLDR 7000 JAW 8IN 32-0348

LOCAL STOCK NUMBER: 32-0348

LIGAMNT FAVM FCP SER 1X2 TEETH 7-1/4" NL91

LOCAL STOCK NUMBER: NL91

MIXTER MICRO-LINE PED FINE & DEL FORCEPS CH5675

LOCAL STOCK NUMBER: SU10496

MIXTER MICRO-LINE PED FINE & DEL FORCEPS SU10496

LOCAL STOCK NUMBER: SU10496

DEL TOUCH JCBSN NEEDLE HOLDER STR 7-1/4 CH0682

LOCAL STOCK NUMBER: CH0682

DEL TOUCH JCBSN NEEDLE HOLDER STR 8-1/4 CH06121

LOCAL STOCK NUMBER: CH06121

STEVENS SUPERCUT, CVD 4-1/2" (11.1CM) OP5690-S

LOCAL STOCK NUMBER: OP5690-S

DIEFFENBACH SERREFINE CVD OVERLGTH 2-1/4 SU12551

LOCAL STOCK NUMBER: SU12551

COOLEY MY SCISSOR MAYO-TYPE TIP CVD CH2052

LOCAL STOCK NUMBER: CH2052

TUBE INFUSION WEBSTER CVD 8GA 2-3/8IN HY12155

LOCAL STOCK NUMBER: HY12155

LEAD HAND MALLEABLE ADULT OS5003

LOCAL STOCK NUMBER: OS5003

METZENBAUM DISSECT SCISSORS STR 5-3/4IN RH1640

LOCAL STOCK NUMBER: RH1640

OCULAR SCISSORS CVD SHARP 4IN OP5795

LOCAL STOCK NUMBER: OP5795

BABY WEITLANER RETR 2X3 PRONG SHRP 4-1/4 OS5532

LOCAL STOCK NUMBER: OS55532

BABY WEITLANER RETR 2X3 PRONG BLNT 4-1/4 OS5531

LOCAL STOCK NUMBER: OS5531

NASAL TENAC DBL HOOK PRONGS 10MM APART RH1135

LOCAL STOCK NUMBER: RH1135

B.3 DELIVERY SCHEDULE

10.00

10.00

20.00

20.00

20.00

10.00

20.00

20.00

20.00

10.00

20.00

20.00

10.00

10.00

20.00

20.00

20.00

30.00

20.00

20.00

20.00

20.00

20.00

20.00

20.00

10.00

20.00

20.00

10.00

10.00

10.00

10.00

10.00

10.00

10.00

6.00

6.00

5.00

20.00

10.00

10.00

10.00

30.00

20.00

20.00

10.00

10.00

10.00

10.00

10.00

10.00

10.00

10.00

10.00

10.00

10.00

10.00

20.00

10.00

20.00

5.00

25.00

5.00

5.00

5.00

5.00

20.00

20.00

10.00

20.00

20.00

10.00

10.00

10.00

10.00

20.00

20.00

10.00

10.00

3.00

20.00

20.00

5.00

5.00

10.00

5.00

10.00

10.00

2.00

20.00

20.00

10.00

10.00

20.00

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 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

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

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

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

[] 852.214–74, Marking of Bid Samples.

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

[] 852.215–71, Evaluation Factor Commitments.

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

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

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

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

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

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

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

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

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

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

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

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

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

[] 852.233–71, Alternate Protest Procedure.

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

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

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

[X] 852.270–1, Representatives of Contracting Officers.

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

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

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

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

[] 852.273–74, Award without Exchanges.

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

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.3 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

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

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

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

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

(End of Clause)

C.4 VAAR 852.247-71 DELIVERY LOCATION (OCT 2018)

Shipment of deliverable items, other than reports, shall be to:

Department of Veterans Affairs Atlanta VAMC 1670 Clairmont Road Attn: Warehouse/Sterile Processing SVCS Atlanta GA 30033 (End of Clause)

C.5 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

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

(End of Clause)

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021) (JUL 2020) (DEVIATION)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

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

(3) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203–13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).

[] (3) 52.203–15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209–6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (MAR 2020) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-6.

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219–9, Small Business Subcontracting Plan (JUN 2020) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JUN 2020) of 52.219–9.

[] (v) Alternate IV (JUN 2020) of 52.219–9.

[] (18)(i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

[] (ii) Alternate I (MAR 2020) of 52.219-13.

[] (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[X] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15 U.S.C. 657f).

[X] (22)(i) 52.219-28, Post Award Small Business Program Rerepresentation (NOV 2020) (15 U.S.C 632(a)(2)).

[] (ii) Alternate I (MAR 2020) of 52.219-28.

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (MAR 2020) (15 U.S.C. 637(m)).

[] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (MAR 2020) (15 U.S.C. 637(m)).

[] (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

[X] (26) 52.219-33, Nonmanufacturer Rule (MAR…