36C25023Q0880.docx

36C25023Q0880

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.

UEI:

EFT:

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. SIGNAT

URE 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. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

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

757-23-3-291-0070 36C25023Q0880 07-07-2023 Michael Groneman 513-559-3706 07-20-2023 10:00

EDT

36C250 Department of Veterans Affairs Network Contracting Office (NCO) 10 260 E. University Avenue Cincinnati OH 45219 X X 811210 $34 Million Net 30 N/A X 36C757 Department of Veterans Affairs Columbus VAACC 420 N James Rd.

Columbus OH 43219 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 Please refer to statement of work. Service contract for Reusable Medical Equipment (RME) tool sharpening and repair at the Columbus VAACC.

Questions cut-off date is 13 July 2023 at 8am.

Soliciatation closing date is 20 July 2023, 10:00am Please make sure you are responding the the evaluation listed on page 14 in your proposal submissions.

See CONTINUATION Page X 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.

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, & 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. Additionally, there will be a semi-annual (2 per year) requirement to clean the facility’s autoclave systems.

The equipment/instruments are located at the Chalmers P. Wyllie VA Ambulatory Care Center (Columbus, OH). The contract period is from Aug 1, 2023 through July 31, 2024, 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.

The terms Contractor and Vendor may be used interchangeably throughout this work statement but both refer to the organization/company that the contract is officially awarded to by the VA Contracting Officer.

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), Original Equipment Manufacturer standards and specifications and any other authority having jurisdiction over the VA Central Ohio Healthcare System.

Hours of Work:

1. 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).

1. 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).

1. Frequency of repair is one (1) visit per month for onsite tool repair.

1. The Contractor shall respond within 1-hour via phone or email for all service requests. For emergency repairs, the Contractor shall be onsite within 24 hours to complete repair.

1. Onsite emergency repairs shall be completed the same day as arrival. Emergency repairs are defined as repairs that are necessary to bring limited quantity instruments and equipment back to fully operational status. Limited quantity instruments and equipment would be those items that the facility has a quantity of two or less of complete instrument sets or individual instruments/devices. Emergency repairs that can’t be completed onsite must be repaired and returned to the facility within one week. If the vendor can’t complete an emergency repair on site they shall notify the appropriate VA personnel before leaving the stations. General repairs completed offsite shall be completed and returned to the facility within 2 weeks.

1. Loaner equipment is highly desired and shall be provided at no cost to the VA (i.e., neither loaner equipment fees, nor shipping costs). Loaner equipment will be compatible with facility video endoscopic processors. See attached inventory for specific model information.

1. Basic inventory of instruments that shall be covered under the terms of this contract are as follows:

Note: Detailed list of types of instruments included in these counts can be found in appendix A. Specific inventory and quantity of sets and the instruments included in each set can be found in the Excel document provided along with this work statement.

1. Cart repair includes, case carts, loading carts, tables, and stands (once per month). The current facility inventory of these items that shall be included and covered under the terms of the contract are listed in the table below.

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

1. (On-Site) Container Repair, Autoclave Chamber Cleaning, Frames, Racks (twice annually).

Autoclave Inventory consists of the following:

Qty 2 - AMSCO CENTURY V-116 Steam Sterilizer Qty 3 - AMSCO EVOLUTION HC1200 Steam Sterilizer

Check in Requirements:

The Field Service Technician must report to the Healthcare Technology Management (HTM) Department of the Ambulatory Care Center to sign in with HTM before work begins. Upon completion of work, the Field Service Technician must report to HTM to sign out and brief HTM Staff concerning completion of service. At end of briefing the Field Service Technician will sign out in the HTM Department. HTM can be reached at 614-388-7123. The contracting officer’s representative has the authority to delegate the check in and sign out processes to other VA staff members as necessary to best meet the business needs of the organization.

Vendor shall participate in an initial contract kickoff meeting. The vendor will check in with the contracting officer’s representative or designee within the first two weeks of contract initiation. Subsequent meetings will be determined based upon direction of the contracting officer or designee.

Parts:

The vendor shall furnish all parts as necessary to maintain the instruments and equipment, covered by this contract, in accordance with the Conformance Standards Section. The vendor 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 equal or greater quality and compatibility as the original equipment manufacturer (OEM) product. The use of refurbished parts are not acceptable. 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 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:

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

1. “Fully qualified” is based upon training and experience in the field. For training, the Field Service Technician must have successfully completed a formalized training program for the equipment covered under this contract. For field experience, the Field Service Technician 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 INSTRUMENT

Page 1 of Page 1 of Contract Type: Firm Fixed Price, Base Year Contract with two, one-year option periods. Billing shall be a monthly flat service rate.

This acquisition is being conducted under Lowest Price Technically Acceptable (LPTA) criteria.

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, christopher.council@va.gov and sara.wood1@va.gov

Evaluation Factors

1. The contractor shall be 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. Submit documentation or evidence in writing that your company is compliant with you proposal submission.

1. The contractor shall furnish evidence of ISO 9001:2015 certified Other Electronic & Precision Equipment Repair & Maintenance certification or other evidence of competency to perform these repairs.

1. Describe your plan to have Extensive repairs (ie rigid scopes, dental power equipment) to achieve 1 – 2 weeks target.

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

1. Provide narrative describing phone response time of 1 hour from call and specifically 24 on-site response for emergency repairs.

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

Annual SPS Sharpening and Repair Service Agreement Contract Period: Base POP Begin: 08-01-2023 POP End: 07-31-2024

Annual SPS Sharpening and Repair Service Agreement Contract Period: Option 1 POP Begin: 08-31-2024 POP End: 07-31-2025

Annual SPS Sharpening and Repair Service Agreement Contract Period: Option 2 POP Begin: 08-01-2025 POP End: 07-31-2026

B.3 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

(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 Federal Acquisition Regulation (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 FAR 32.608-2 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. 4701 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 PRODUCTS AND COMMERCIAL SERVICES 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 852.219-73 VA NOTICE OF TOTAL SET-ASIDE FOR CERTIFIED SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESSES (JAN 2023) (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 802.201, 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 certified for ownership and control pursuant to 38 U.S.C. 8127, 13 CFR 128, and is listed as certified in the SBA certification database at https://veterans.certify.sba.gov/; and

(v) The business agrees to comply with VAAR subpart 819.70 and Small Business Administration (SBA) regulations regarding small business size, government contracting, and the Veteran Small Business Certification Program at 13 CFR parts 121, 125, and 128.

(2) The term ‘‘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).

(3) The term ‘‘small business concern’’ has the meaning given that term under section 3 of the Small Business Act (15 U.S.C. 632).

(4) The term ‘‘small business concern owned and controlled by Veterans with service-connected disabilities’’ has the meaning given the term ‘‘small business concern owned and controlled by service-disabled veterans’’ under section 3(q)(2) of the Small Business Act (15 U.S.C. 632(q)(2)).

(5) The term “SDVOSB participant” or certified SDVOSB means a small business that has been certified in the SBA Veteran Small Business Certification Program and listed in the SBA certification database (see 13 CFR 128.102).

(b) General. In order for a concern to submit an offer and be eligible for the award of an SDVOSB set-aside or sole source contract, the concern must qualify as a small business concern under the size standard corresponding to the NAICS code assigned to the contract and be listed as an SDVOSB participant in the SBA certification database as set forth in 13 CFR 128.

(1) Offers received from entities that are not certified SDVOSBs and listed in the SBA certification database at the time of offer shall not be considered.

(2) Any award resulting from this solicitation shall be made to a certified SDVOSB listed in the SBA certification database who is eligible at the time of submission of offer(s) and at the time of award.

(3) The requirements in this clause apply to any contract, order or subcontract where the firm receives a benefit or preference from its designation as an SDVOSB, including set-asides, sole source awards, and evaluation preferences.

(c) Representation. Pursuant to 38 U.S.C. 8127(e), only certified SDVOSBs listed in the SBA certification database are considered eligible to receive award of a resulting contract. By submitting an offer, the prospective contractor represents that it is an eligible and certified SDVOSB as defined in this clause, 13 CFR 121, 125, and 128, and VAAR subpart 819.70.

(d) Agreement/LOS certification. When awarded a contract action, including orders under multipleaward contracts, 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 part 125, including the non-manufacturer rule and limitations on subcontracting (LOS) requirements in 13 CFR 121.406(b) and 13 CFR 125.6. For the purpose of limitations on subcontracting, only certified SDVOSBs listed in the SBA certification database (including independent contractors) 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 otherwise eligible firm further agrees to comply with the required LOS certification requirements in this solicitation (see 852.219–75 or 852.219–76 as applicable). These requirements are summarized as follows:

(1) Services. In the case of a contract for services (except construction), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance to firms that are not certified SDVOSBs listed in the SBA certification database (excluding direct costs to the extent they are not the principal purpose of the acquisition and the SDVOSB/ VOSB does not provide the service, such as airline travel, cloud computing services, or mass media purchases). When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract.

(2) Supplies/products.

(i) In the case of a contract for supplies or products (other than from a non-manufacturer of such supplies), the SDVOSB prime contractor will not pay more than 50% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database. When a contract includes both supply and services, the 50 percent limitation shall apply only to the supply portion of the contract.

(ii) In the case of a contract for supplies from a non-manufacturer, the SDVOSB prime contractor will supply the product of a domestic small business manufacturer or processor, unless a waiver as described in 13 CFR 121.406(b)(5) has been granted. Refer to 13 CFR 125.6(a)(2)(ii) for guidance pertaining to multiple item procurements.

(3) General construction. In the case of a contract for general construction, the SDVOSB prime contractor will not pay more than 85% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, to firms that are not certified SDVOSBs listed in the SBA certification database.

(4) Special trade construction contractors. In the case of a contract for special trade contractors, no more than 75% of the amount paid by the government to the prime for contract performance, excluding the cost of materials, may be paid to firms that are not certified SDVOSBs listed in the SBA certification database.

(5) Subcontracting. An SDVOSB subcontractor must meet the NAICS size standard assigned by the prime contractor and be certified and listed in the SBA certification database to count as similarly situated. Any work that a first tier SDVOSB subcontractor further subcontracts will count towards the percent of subcontract amount that cannot be exceeded. For supply or construction contracts, the cost of materials is excluded and not considered to be subcontracted. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the portion of the contract with the preponderance of the expenditure upon which the assigned NAICS is based. For information and more specific requirements, refer to 13 CFR 125.6.

(e) Required limitations on subcontracting compliance measurement period. An SDVOSB shall comply with the limitations on subcontracting as follows:

[] By the end of the base term of the contract or order, and then by the end of each subsequent option period; or [] By the end of the performance period for each order issued under the contract.

(f) Joint ventures. A joint venture may be considered eligible as an SDVOSB if the joint venture complies with the requirements in 13 CFR 128.402 and the managing joint venture partner makes the representations under paragraph (c) of this clause. 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.

(g) Precedence. The VA Veterans First Contracting Program, as defined in VAAR 802.101, subpart 819.70, and this clause, takes precedence over any inconsistencies between the requirements of the SBA Veteran Small Business Certification Program and the VA Veterans First Contracting Program.

(h) Misrepresentation. Pursuant to 38 U.S.C. 8127(g), any business concern, including all its principals, that is determined by VA to have willfully and…