36C25021Q0170.docx

36C25021Q0170

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

757-21-1-291-0017 36C25021Q0170 11-24-2020 Michael Groneman 513-559-3720 11-30-2020

9AM

EST

36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati

OH

45219 X X 811219 $22 Million Net 30 N/A X 36C757 Department of Veterans Affairs Wylie P. Chalmers VAACC 420 N James Road Columbus

OH

43219 36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati

OH

45219

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin

TX

78714-9971 See CONTINUATION Page Refer to Statement of Work. Annual Reuseable Medical Equipment (RME) sharpening and repair.

Includes - surgical tools, powered and non-powered surgical instrument, power dental equipment, surgical in-light camera , rigid scope sets, cart repair and annual autoclave repair and sanitation.

Submissions due by 11/30/2020 0900 EST -Ensure repsonse includes evaluation factors responses beginning on pg. 18.

All questions are due by 11/25/2020 1200 EST.

See CONTINUATION Page X Contracting Officer - Services Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

No Text

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 36C250 Michael E. Groneman

Department of Veterans Affairs Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati OH 45219

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 Reusable Medical Equipment (RME) Sharpening and Repair WORK STATEMENT

Scope of Work:

The Contractor shall provide all parts and materials, labor, and travel related expenses for all repairs --not routine to preventive maintenance--on government-owned powered and non-powered surgical instruments, extensive instruments, power dental equipment, surgical in-light camera, & rigid scope sets. Examples include, (but are not limited to) full repairs and refurbishments of all instrument sets and components listed in Appendix A of this document. Full repairs and refurbishments entail complete reinsulating, laser welding, straightening, testing, realigning, machining, powder coating, sharpening, and complete rebuilds as well as other actions needed to bring instruments to fully operational status. Cart repair will be required that includes, case carts, loading carts, tables and stands.

The equipment/instruments are located at the Chalmers P. Wyllie VA Ambulatory Care Center (Columbus, OH). The contract period is from December 01, 2020 through November 30, 2021, unless otherwise noted by the contracting officer and any option periods awarded in strict accordance with all schedules, specifications, terms, conditions and provisions of this contract.

Conformance Standards:

All services provided under this contract must be performed in conformance with the National Fire Protection Agency (NFPA), Occupational Safety and Health Administration (OSHA), and Original Equipment Manufacturer standards and specifications.

Hours of Work:

a. Hours of work for general repairs/servicing and emergency repairs are defined as Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding federal holidays or as otherwise arranged with the Contracting Officer’s Representative (COR).

b. The Contractor shall notify the COR of the existence or development of any defects in, or repairs to the equipment covered under this contract which the Contractor considers he/she is not responsible for under the terms of the contract (such as operator misuse).

c. Frequency of repair is two (2) times per month for onsite tool repair

d. The Contractor will provide repairs with a 1-hour response time via a phone call and 4 hours onsite.

e. Emergency turnaround time will be 24 hours. Non-emergent turnaround time will be 48 hours.

f. Loaner equipment when needed shall be provided at no cost to the VA (i.e., neither loaner equipment fees nor shipping costs) and Contractor will maintain a 4 hour pick up response time. Loaner equipment will be compatible with facility video endoscopic processors listed below:

g. Cart repair that includes, case carts, loading carts, tables and stands (once per month).

h. (Off-site) Full-service Repairs of Extensive General Instruments, Power, Dental, Video, & Rigid endoscopes.

i. (On-Site) Container Repair, Autoclave Cleaning Chamber, frames, racks (once annually).

Check in Requirements:

The Field Service Engineer must report to the Biomedical Engineering Department of the Ambulatory Care Center to sign in with Biomedical Engineering before work begins. Submit any mobile media devices that would be used on the system to a virus scan. Upon completion of work, the Field Service Engineer must report to Biomedical Engineering to sign out and brief Biomedical Staff or Supervisor if Biomedical Staff is unavailable concerning completion of service. At the end of briefing Field Service Engineer will sign out in the Biomedical Engineering Department. Biomedical Engineering can be reached at 614-388-7273.

Parts:

The Contractor shall furnish all parts as necessary to maintain the equipment, covered by this contract, in accordance with the Conformance Standards Section. The Contractor stipulates that he/she has ready access to new standard parts (manufactured, supplied by the manufacturer, or equal thereto). All parts supplied shall be of current manufacturer and have full compatibility with existing equipment. Documentation of intended parts source(s) shall be provided to the Contracting Officer upon request.

Documentation/Reports:

The Contractor shall submit a legible field service report, which shall include detailed descriptions of the inspection and/or emergency repair services performed, including replaced parts and estimated prices required for the service call.

NOTE: Any additional charges to be claimed must have been approved by the COR before service was performed.

Competency of Personnel Servicing Equipment:

a. The Contractor’s staff shall include a “fully qualified” Field Service Representative assigned to this area and a “fully qualified” Field Service Representative who shall serve as the backup.

b. “Fully qualified” is based upon training and on experience in the field. For training, the Field Service Representatives must have successfully completed a formalized training program for the equipment covered under this contract. For field experience, the Field Service Engineers must have a minimum of one (1) year of experience providing preventive maintenance and emergency repair services on the same make and model of equipment covered under this contract.

Subcontractors:

Contractor shall comply with VA Acquisition Regulations (VAAR), specifically subparts relating to subcontracting restrictions such as subpart 852.219-9, 852.219-10, and 852.219-11. These subparts state that in the case of services not related to construction, “… at least 50 percent of the cost of personnel for contract performance will be spent for employees of the [contractor]....” VAAR does allow set aside contractors to subcontract to other set aside contractors, however contractors cannot spend more than 50 percent of personnel costs on subcontracting services to not-set aside businesses and/or entities.

Test Equipment:

Upon request of the COR or the Contracting Officer, the Contractor shall provide a copy of the current Calibration Certification of all test equipment which is to be used by the Contractor to perform service under this contract. Calibration of equipment shall be traceable and in conformance with test equipment Original Equipment Manufacturer standards.

Safety Requirements:

In the performance of this contract, the Contractor shall take such safety precautions as the Contracting Officer may determine to be reasonably necessary to protect the lives and health of occupants of the building. The Contracting Officer shall notify the Contractor of any safety issues and the action necessary to correct these issues. Such notice, when served on the Contractor or his representative at the work site, shall be deemed sufficient for the corrective actions to be taken. If the Contractor fails or refuses to comply promptly, the Contracting Officer may issue an order stopping all or part of the work, and hold the Contractor in default.

Security Requirements:

The COR and the Contractor will assure that-

1. No other information except what is in this contract will be shared with the contractor in any follow up communication.

1. None of the information in this contract includes Protected Health Information.

RECORDS MANAGMENENT STATEMENT:

All records (administrative and program specific) created during the period of the contract belong to VA Chalmers P. Wylie Ambulatory Care Center (VAACC) and must be returned to VAACC at the end of the contract or destroyed in accordance to the VHA Record Control Schedule (RCS)10-1.

Appendix A

Surgical Instruments/Services

AUTOCLAVE CLEANING

BASKETS-STRAIGHTEN, RIVET, CLEAN, TEST

BIPOLARE FORCEPS-COMPLETE REINSULATION, REPOT

BIPOLAR FORCEPS-COMPLETE INSULATION, TEST

CANNULAS-MACHINCE STRAIGHTEN, CLEAN, TEST

CASE CARTS-COMPLETE REFURBISHMENT, TEST

DENTAL TORQUE WRENCH KIT

DENTAL ZIMMER SCREW-VENT & ADVENT TRAY

ENDODONTICS SET

EXAM KIT

EXTRACTION SET

OR AMALGAM

OR DENTAL CLINIC STRYKER IMPACTION DRILL

OR DENTAL SET

OR STRYKER IMPACTION DRILL

PARAGON PRECISION TORQUE SYSTEM

PERIO SET

PROPHY ROOT PLANE

PROPHY SET

RESTORATIVE INSTRUMENT KIT

SUTURE REMOVAL KIT

DENTAL POWER EQUIPMENT

DERM CLINIC FACIAL TRAY

DERM CLINIC LESION SET

MOHS SURGICAL TRAY

STEAM

HEAD AND NECK SET

LARYNGOSCOPY SET

MICRO EAR SET

MYRINGOTOMY SET

NASAL SNARE SET

OR NASAL KERRISON RONGUER

OR SINUS SCOPE O DEGREE/30 DEGREE LENS

SEPTOPLASTY SET

SHEA SPECULUM HOLDER

SINUS ENDOSCOPY SET

SINUSPLASTY LIGHT CORD SET

SNARE WIRES

STRYKE CAM

T&A SET

TRACHEOSTOMY SET

STEAM

CATARACT SET

EYE CLINIC LACRIMAL DILATORS

EYE CLINIC WIRE SPECULUM

I & A SET

LACRIMAL SET

CATARACT SET

OCULAR PLASTIC SET

INJECTOR FOR MORCHER CAPSULE TENSION RINGS

SONOMED B SCAN PROBE

TRABECULECTOMY SET

HYSTEROSCOPY SET

LAP CHOLE SET

MAJOR SET

MALLEABLE RETRACTORS

MINI ARTHROSCOPIC SET

MINOR SET

VAGINAL SPECULUM SET

OR LASER SET

RECTAL SET

RETRACTOR SET

SAPHLITE RETRACTOR

STORZ FLEXIBLE INTUBATION SCOPE

VAGINAL SET

WOMENS CLINIC HEGAR DILATORS

ZIMMER MESH GRAFTER

ZIMMER MESH GRAFTER 2195 SERIES

BAKEWELL BUBBLE LEVEL

NO/SCALPEL VASECTOMY FCPS SILVER

O DEGREE TUNA SCOPE

HEGAR UTERINE DILATORS

1488 HD STRYKER CAMERA & LIGHTCORD

CENTURION OZIL HANDPICES

CURVED DISSECTING SCISSOR TRAY

HARMS TYING FORCEPS

ULTRASONIC LITHOTRIPSY TRAY

OR CURETTE SET

OR GRAFT APPLICATION SET

RIGID SCOPE BACKUP PIECES

UROLOGY MINOR SET

VASCULAR ARTERY SCISSOR TRAY

VASCULAR POTTS 45 DEGREE SCISSOR

OR ZIMMER 3.0 CANNULATED SCREW SET

OR ZIMMER CANNULATED SCREWS 3.5/4.0

OR ZIMMER K-WIRES

OR ZIMMER MINI FRAGMENT

OR ZIMMER SMALL FRAGMENT

OR ZIMMER SMOOTH K WIRES

ORTHO HAND SET

ORTHO MAJOR SET

OSTEOTOME AND MALLET SET

PODIATRY ARTHROSCOPIC INSTRUMENT TRAY

SHOULDER SUTURE GRASPER AND PASSER

STRYKER SHOULDER SET

STRYKER STUBBY SCOPE SET

THORACOLUMBAR SPINAL IMPLANT REMOVAL

Dental Osteotomes Dental sinus instruments Derm surgery tray Endodontics set Extraction set Dental exam kit VITT kit Zimmer hex tools Zimmer dental tapered screw vent & advent tray Podiatry minor nail set

ZIMMER THREADED K WIRES

4MM 30 DEGREE ARTHROSCOPE W/2 OBTURATORS

ACUFLEX SMALL JOINT ARTHROPLASTY SET

ARTHROSCOPY SET

ARTHROSCOPY SHEATH AND OBTURATOR SET

JURGAN PIN BALLS

KINGFISHER RETRIEVER AND FIBERWIRE GRASPER

LAMBOTTE OSTEOTOME

LINK MINI-OPEN SHOULDER TRAY

MAJOR PODIATRY SET

MCGLAMRY ELEVATORS

MODIFIED BANKART INSTRUMENTS SET

OR 2.9 MITEK DRILL GUIDE

OR 4.5MM ARTHROSCOPY TROCAR & SHEATH SET

OR 5" DRILL BITS

OR BONE CURETTE SET

OR KEY PERIOSTEAL ELEVATOR SET

OR OSTEOTOME AND MALLET

OR QUICK CONNECT DRILL BITS

OR STRYKER 5.8 OBTURATOR & SHEATH

OR STRYKER MINI ARTHROSCOPIC INSTR

OR STRYKER SHAVER SET

ADAIR BREAST TENACULUMS

GOULIAN SKIN GRAFT KNIFE SET

MOHS STAGING SET

OR LESION SET

ZIMMER AIR DERMATOME

PODIATRY CLINIC GRAFT APPLICATION SET

CHEST RETRACTOR SET

UCC EMERGENCY DELIVERY SET

UCC TRACHEOSTOMY SET

JEWETT DILATORS

LONG RIGID URETOSCOPE

MCCREA DILATORS

MINI RIGID URETEROSCOPE

NEPHROSCOPY SET

OPTICAL RIGID BIOPSY FORCEP & SCISSOR

OR 15 DEGREE TUNA SCOPE

OR BIPOLAR RESECTOSCOPE

OR HEGAR DILATORS

RESECTOSCOPE SET

RIGID CYSTOSCOPE SET

RIGID SCOPE SET

ULTRASONIC LITHOTRIPSY TRAY

UROLOGY PROCEDURE SET

VAN BUREN SOUNDS

VASECTOMY SET

VASOVASOTOMY MICRO INSTRUMENT SET

VASCULAR CLAMPS

KELLY WICK TUNNELER

MICRO VASCULAR SET

OR DIAMOND KNIFE

OR DR DAS VASCULAR CLAMPS SET

OR GARRETT DILATORS

OR KOVEN PENCIL PROBE

OR MINI BULLDOGS

OR PACE MAKER SET

POTTS/SMITH 45 DEGREE SCISSOR TRAY

UNIVERSAL RING RETRACTOR 1 OF 2

UNIVERSAL RING RETRACTOR 2 OF 2

VASCULAR SET

VASCULAR THORACIC INSTRUMENTS

Evaluation Factors

This procurement will be awarded Lowest Price Technically Acceptable (LPTA)

Price

Past Performance – Contractor Performance Assessment Review System (CPARS) will be utilized

Technical

1. Provide a narrative of how the contractor is competent & proficient in full repairs and refurbishments to entail complete reinsulating, laser welding, straightening, testing, realigning, machining, powder coating, sharpening, and complete rebuilds as well as other actions needed to bring instruments to original design specification & in compliance with ANSI-AAMI ST-79 part 7.7.

2. The contractor shall furnish evidence of ISO 9001:2015 certification - Other Electronic & Precision Equipment Repair & Maintenance certification

3. Contractor provide descriptive response of how you are able to provide 1-hour response time via a phone call and 4 hours onsite.

4. Describe dispatch plan to have service provider on -site to meet an Emergency turnaround time of 24 hours for surgical equipment & sets.

5. Describe your plan to have Extensive repairs (i.e. Stryker CAMS, rigid scopes, dental power equipment) completed within a time of seven days.

6. Provide an inventory of compatible Loaner equipment (provided at no cost to the VA if repairs cannot be made within 48 hrs).

7. Provide a narrative plan of how you plan to meet Cart repairs including case carts, loading carts, tables & stands once per month. Also provide a plan on annual autoclaving cleaning and repair.

Offer instructions

Submit electronic email submission of word documents or PDFs. Individual file size limit is 10MB. Submit multiple emails with separate attachments if exceeding the amount. Email submissions only to Michael.Groneman@va.gov.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

PROVIDE SERVICES REPAIR AND LABOR SURGICAL AND DENTAL INSTRUMENTS, HAND PIECES ALSO INCLUDING POWER DENTAL AND SURGICAL Contract Period: Base POP Begin: 12-01-2020 POP End: 11-30-2021

CASE CART REPAIRS

ANNUAL AUTOCLAVE CLEANING AND SERVICE

EXTENSIVE INSTRUMENTS

SCOPE REPAIRS RIGID SCOPE AND VIDEO

PROVIDE SERVICES REPAIR AND LABOR SURGICAL AND DENTAL INSTRUMENTS, HAND PIECES ALSO INCLUDING POWER DENTAL AND SURGICAL Contract Period: Option 1 POP Begin: 12-01-2021 POP End: 11-30-2022

CASE CART REPAIRS

ANNUAL AUTOCLAVE CLEANING AND SERVICE

EXTENSIVE INSTRUMENTS

SCOPE REPAIRS RIGID SCOPE AND VIDEO

B.3 DELIVERY SCHEDULE

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 52.217-8 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 two (2) years.

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

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

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 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.

[] 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.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 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.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 (OCT 2020)

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

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