36C25220Q0493-017.docx

36C25220Q0493

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. E-MAIL ADDRESS

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 DESTINATION

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 W

HICH 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:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

695-20-2-1040-0009 36C25220Q0493 05-1 -2020 Rob Knight Robert.Knight1@va.gov 05-21-2020

11:59 PM

36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476 X 811219 $22 Million N/A N/A X 36C252 Department of Veterans Affairs Clement J. Zablocki VA Medical Center 5000 West National Avenue Milwaukee WI 53295-0001 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540 Prevacuum Sterilizer Cleaning and Medical Instrument Sharpening, Maintenance, and Repair Services for the Clement J. Zablocki VA Medical Center, Milwaukee, WI and the Milo C. Huempfner Outpatient Clinic, Green Bay, WI.

See Sections B.2 and B.3 for specific requirements.

The Service Contract Labor Standards Act, 41 U.S.C. Chapter 67, applies to this contract. See Section D for the applicable Department of Labor Wage Determination.

695-3600160-1040-828100-2520 010028143 X Maureen Falaschi

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:

PHONE NUMBER

FAX NUMBER

E-MAIL ADDRESS

GREAT LAKES ACQUISITION CENTER

115 S. 84TH ST., STE 100

MILWAUKEE WI 53214

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER SYSTEM – SYSTEM FOR AWARD

3. INVOICES: Invoices shall be submitted in arrears:

VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

4. GOVERNMENT INVOICE ADDRESS (See SF1449 Block 18):

0. All invoices from the contractor shall be submitted electronically in accordance with 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

0. Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests.

0. VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten Network e-Invoice, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/customer-campaigns/veterans-affairs-us/ to begin submitting electronic invoices, free of charge.

0. For assistance setting up e-Invoice, the below information is provided:

* Tungsten Network e-Invoice Setup Information: 1-877-489-6135

* Tungsten Network e-Invoice email: VA.Registration@ob10.com <http://VA.Registration@ob10.com/>

* FSC e-Invoice Contact Information: 1-877-353-9791

* FSC e-invoice email: vafsccshd@va.gov <http://va.gov/>

5. INVOICES:

a. Payments shall be made upon receipt of a properly prepared invoice.

b. In order to comply with the Improper Payment Elimination and Recovery Act of 2010 (IPERA), the VA has mandated electronic invoice submission to the Veterans Affairs Financial Services Center (VAFSC). VAFSC has partnered with Tungsten Network e-Invoicing network, for submissions of all electronic invoices to VA. Tungsten Network electronic invoicing is free to all VA vendors. In order to submit electronic invoices, all VA vendors must register with Tungsten Network by submitting an email to VA.Registration@Tungsten-Network.com or calling 1-877-752-0900 option 2 for Enrollment.

c. Contractor shall submit an electronic invoice by the tenth (10th) of the following month services were performed to the Veterans Affairs Financial Services Center (VAFSC) e-Invoice through the website at https://portal.Tungsten-Network.com/Login.aspx. For questions regarding the submission of VA electronic invoices, Tungsten Network customer service may be contacted at 1-877-489-6135.

d. All invoices shall reference the vendor name and address, customer name, contract number, appropriate obligation/funding order number, description of services provided, quantity, unit price, and total invoice amount (any additional info). Invoices shall also include any payment discount terms.

e. For questions regarding invoice receipt or payment, please call VAFSC directly at 1-877-353-9791 or email vafsccshd@va.gov.

OFFERORS MUST COMPLETE AND RETURN ALL INFORMATION DESIGNATED HEREIN PRIOR TO THE TIME SPECIFIED IN BLOCK 8 OF SF 1449 IN ORDER TO BE CONSIDERED FOR AWARD.

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

AMENDMENT NUMBER DATE

ACQUISITION OF COMMERCIAL ITEMS

This Request for Quote (RFQ) solicitation is issued under the authority of FAR Part 13.5 Simplified Procedures for Certain Commercial Items in which simplified acquisition procedures in FAR Part 13 will be used. FAR Parts 14 and 15 will not be used.

See 52.212.1 – INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS (OCT 2018) in Section E.

SECURITY AND PRIVACY CONTROL

The Certification & Accreditation (C&A) requirements of VHA Handbook 6500.6 do not apply to this requirement; therefore, a Security Accreditation package is not required. No C&A or MOU/ISA is required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security Program.

If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at 202-461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at 304-262-7733.

SPECIAL NOTES

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity or quality of performance of this contract. Any changes made to this contract shall be executed via bilateral modification in accordance with FAR 52.212-4(c), below. In the event the Contractor effects any change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

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B.2 PRICE SCHEDULE

Base Year: June 1, 2020 – May 31, 2021

Option Year 1: June 1, 2021 – May 31, 2022

Option Year 2: June 1, 2022 – May 31, 2023

Option Year 3: June 1, 2023 – May 31, 2024

Option Year 4: June 1, 2024 – May 31, 2025

Contract Total: $_______________

B.3 PERFORMANCE WORK STATEMENT

A. Overview. This Contract provides for prevacuum sterilizer cleaning and medical instrument inspection, sharpening, repair, maintenance, and repair for the Clement J. Zablocki VA Medical Center, 5000 West National Avenue, Milwaukee, Wisconsin 53295, and the Milo C. Huempfner Outpatient Clinic, 2851 University Avenue, Green Bay, Wisconsin 54311.

B. Basic Requirements.

1. The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, and supervision required for: periodic cleaning of medium and small prevacuum sterilizers; and the sharpening, adjusting, aligning, straightening, refurbishing, calibrating, cleaning, stain removal, polishing, lubricating adjusting, chemical etching, and replacing parts, as necessary, for surgical, procedural, and dental instruments, either individually or as components of a specialty tray.

2. All work performed under this Contract shall utilize OEM instruments and parts, as applicable, and be to Original Equipment Manufacturer (“OEM”) specifications.

3. All services provided under this Contract shall be coordinated and scheduled with the Contracting Officer’s Representative (“COR”).

4. All work performed under this Contract shall comply with all applicable laws, regulations, and rules, including but not limited to those promulgated by the Occupational Safety and Health Administration, the Environmental Protection Agency, the Department of Veterans Affairs, and State, County, and Municipal Safety and Occupational Health Standards.

5. A Business Day shall be defined as Monday through Friday, 7:00 a.m. – 4:00 p.m. local time, except for Federal Holidays, as follows:

a. New Year’s Day;

b. Martin Luther King, Jr. Birthday;

c. Presidents’ Day;

d. Memorial Day;

e. Independence Day;

f. Labor Day;

g. Columbus Day;

h. Veterans Day;

i. Thanksgiving Day; and

j. Christmas Day.

C. Prevacuum Sterilizer Cleaning.

1. Schedule: Each prevacuum sterilizer shall be cleaned semiannually, following OEM procedures and to OEM standards. Cleaning shall be performed on weekends or Federal Holidays, as scheduled by the COR. Cleaning shall be staggered throughout the year; no more than one medium and one small sterilizer shall be cleaned at one time. In the event that sterilizer cleaning needs to be rescheduled due to failure of other sterilizers or for any other reason, the Contractor shall schedule a new cleaning date/time with the COR at no additional cost to the Government.

2. Cleaning Requirements: The Contractor shall provide all necessary chemicals and equipment. The Contractor shall properly dispose of all chemicals and other waste resulting from the cleaning process in accordance with all applicable laws, regulations, and rules, as set forth in Paragraph B.4, above. The Contractor may utilize facility water hoses if available in the cleaning area, but the Government is under no obligation to provide water hoses, or any other equipment, for execution of this Contract.

3. Reports: Upon completion of any sterilizer cleaning, the Contractor shall provide a report to the COR, which shall include: the sterilizer cleaned, including serial number; location of sterilizer; date/time of cleaning; name of service technician that performed the cleaning; and a certification that the sterilizer was cleaned in accordance with OEM guidelines.

4. Sterilizers:

a. Clement J. Zablocki VA Medical Center

(1) Steris Medium Prevacuum Sterilizer, Serial Number 032471301

(2) Steris Medium Prevacuum Sterilizer, Serial Number 032481307

(3) Steris Medium Prevacuum Sterilizer, Serial Number 032521301

(4) Steris Small Prevacuum Sterilizer, Serial Number 031961303

b. Milo C. Huempfner Outpatient Clinic

(1) Steris Medium Prevacuum Sterilizer, Serial Number 033521202

(2) Steris Medium Prevacuum Sterilizer, Serial Number 033521201

(3) Steris Small Prevacuum Sterilizer, Serial Number 033451219 D. Medical Instruments.

1. Medical Instruments Covered: A comprehensive list of all medical instruments covered by this Contract is found in Attachment 1. See Section D. It is expected that this list will evolve during the life of this Contract and that the Contractor shall make all reasonable efforts to provide maintenance and repair services, as defined below, to new instruments as they are added. In addition, the Contractor shall provide case-cart and push-cart repair services, including but not limited to: wheel replacement; hinge replacement; bumper replacement; and rust removal.

2. Schedule: The Contractor shall conduct weekly visits to the Zablocki VAMC and Huempfner Clinic during Business Days, as coordinated with the COR. All pick-up and drop-off of medical instruments shall occur at Sterile Processing Service (“SPS”), at the Zablocki VAMC and Huempfner Clinic. Maintenance/repairs shall be completed either on-location in a mobile repair vehicle or off-site at the Contractor’s facility.

3. Mobile Repair Vehicle Requirements: The Contractor’s mobile repair lab/vehicle shall be clearly labeled with the Contractor’s name and permit numbers. The mobile repair vehicle should be self- sustained with electrical power, air compressor, tools, and anything else necessary to operate without facility support. Safety cones shall be utilized around the perimeter of the mobile repair vehicle to ensure the safety of hospital and Contractor staff. The vehicle shall be parked in a pre-determined area, which shall be designated by the Warehouse.

4. Certifications Required:

a. The Contractor shall be ISO 9001 and ISO 13485 certified.

b. Contractor employees responsible for maintaining and repair medical instruments shall be American Society for Quality (“ASQ”) certified and Certified Quality Inspector (“CQI”) certified.

5. Procedures:

a. The Contractor’s service technician(s) shall report to the SPS upon arrival at the Clement J. Zablocki or Milo C. Huempfner facilities for the pickup and return of instruments.

b. If instruments cannot be repaired, they shall be marked or tagged and returned to SPS management.

c. If an instrument needs to be sent out for third-party repairs by the Contractor, authorization must be obtained from responsible Department for that instrument, e.g., Surgical Services, OR, Dental, etc. A report will be provided electronically of any instruments taken offsite and sets they are from, for tracking purposes.

d. The Contractor shall provide the following turnaround times, at no additional cost to the Government, for the following types of repairs:

(1) Emergency instrument repairs shall have a 24-hour turnaround time;

(2) Urgent instrument repairs shall have a 48-hour turnaround time;

(3) Emergency and Urgent status shall be determined, in their sole discretion, by the using service and/or SPS.

6. Maintenance and Repair Requirements:

a. Surgical instrument maintenance and repair shall be handled with care. While instruments are in the Contractor’s possession, the Contractor shall take full responsibility and accountability for all instruments removed from the VA facility.

b. The Contractor shall test instruments for accurate alignment, sharpness, insulation, and calibration. The Contractor shall return instruments in as close to good-as-new condition as reasonably possible. Instruments shall be maintained and repaired to OEM specifications and shall not otherwise be tampered with, altered, or changed in any way.

c. Where applicable, new OEM instruments/parts shall be used.

d. Suction tubes, e.g., Poole, Adson, Frazier Baron, and Yankauer, shall be inspected and the interior lumen flushed and inspected.

e. Specific custom-made instruments shall be repaired in coordination with operating room surgeons (end-user) specifications.

f. All instruments that can be disassembled shall be disassembled for maintenance and repair. Any bio-burden and/or staining found shall be photographed and submitted as part of the service documentation for that visit.

g. Instruments shall be stain-free with a finish that complies with OEM specifications. All instruments shall be returned in proper working order after any chemicals that may be used on them. The Contractor shall provide a 24-hour turnaround to repair any instruments found to be in non-working order after the use of chemicals at no additional cost to the Government.

h. Chemical date etching shall be provided on each instrument for warranty tracking purposes. It is understood that some instrument materials cannot be etched; these dates shall be documented in the visit report. These etches shall not interfere with instrument tracking barcodes. The manufacturer's part numbers and catalog numbers shall be preserved on all repaired or refurbished instruments.

i. Instruments that cannot be repaired or refurbished due to cracking, pitting, corrosion, or exceeding life expectancy shall be tagged or marked for removal and/or replacement. Information shall include the reason for removal and the instrument set/set number from which the instrument was removed.

j. The Contractor shall not repair any instruments that are on the “DO NOT USE” list. These instruments shall be pulled from service. This list will be provided to the Contractor at the initial visit, and new copies will be provided as the list is updated.

k. Sterilization guidelines shall be provided for any labels and/or stickers placed on sterilization containers. The label used must be validated for the type of sterilization required for that instrument set, e.g., Steam, H2O2, and Peracetic Acid (PA).

l. For off-site repairs, the Contractor shall provide: shipping containers with appropriate packing materials; prepaid shipping labels; and transportation insurance, all at no additional cost to the Government.

7. Quality Assurance:

a. A relevant, comprehensive quality assurance program is integral to the performance of this Contract. The Contractor, in coordination with the clinical and SPS staff, shall formulate and implement a Surgical Instrument Quality Assurance Program (“SIQAP”) that will track instruments/instrument set maintenance and repair by surgical service and specialty.

b. The Contractor shall coordinate with SPS to create maintenance schedules for instrument trays and coordinate inputting the information into the Censitrac Instrument Tracking Program on a regular basis.

c. The Contractor shall provide regular reports under the SIQAP, as required.

d. Instrument maintenance/repair quality and turnaround time will be monitored by SPS and the COR.

8. Reporting/Documentation:

a. All documentation shall be provided on Contractor letterhead.

b. The Contractor shall provide an inventory of instruments and instrument sets removed from and returned to the facility.

c. The Contractor shall provide a written summary upon delivery of processed instruments containing the following information: date of maintenance/repair; instrument tray; instrument type; and type of maintenance/repair.

d. The Contractor shall collate statistical data regarding the maintenance/repairs provided under this Contract, including but not limited to: number and type of instruments serviced; date(s) service provided; and type of maintenance/repair provided per instrument. This information shall be electronically available via online access, which shall be provided to SPS.

e. Instruments that have been repaired for the last time before replacement is needed shall be reported.

f. The Contractor shall provide education upon request, at no additional cost to the Government, regarding instrument repairs, instrument care and handling, instrument testing, instrument processing, power equipment repairs, laparoscopic continuity testing, and endoscopy instrument repairs. An electronic presentation that details issues, problems, bio-burden, and other applicable topics shall be made available upon request after every visit.

E. On-Site Work Requirements. During any site visit under the terms of this Contract, the Contractor including its employees and agents, including any subcontractors (collectively “the Contractor”), shall comply with all VA policies. Compliance with VA policies is mandatory. Failure to comply with VA policies may be a violation of Federal law and may result in charge(s) answerable in the United States District Court. Specific policies include, but are not limited to:

1. Contractor Orientation: If directed by the COR, the Contractor shall attend an orientation prior to beginning work at that facility. This orientation may include the following topics: safety; fire procedures; severe weather procedures; infection control; and other emergency/disaster procedures.

2. Facility Check-in Requirements: The Contractor shall coordinate with the COR prior to arrival at a VA facility for proper facility check-in requirements.

3. Vehicle Registration: The Contractor’s mobile unit(s) shall be registered with the Clement J. Zablocki VA Medical Center’s Police Department.

4. Safety – Universal Precautions: During the performance of this Contract, the Contractor shall use Universal Precautions while working on or around potentially contaminated medical equipment. Universal Precautions require the use of protective gloves, aprons, goggles, and face-masks.

5. Noninterference with Facility Functions: The Contractor shall perform its services under this Contract in a manner that does not interfere with the facility’s functions.

6. Identification: The Contractor shall obtain proper identification via coordination with the COR prior to performing any work on any VA facility. The Contractor may be required to provide two (2) forms of identification and be accompanied by the COR to obtain identification, in accordance with each facility’s visitor requirements. The Contractor shall wear visible identification at all times while on the premises of any VA facility.

7. Parking: The Contractor shall park in the appropriately designated parking areas. Information on parking is available from the VA Police Section. The VA will not invalidate or reimburse the cost of parking violations.

8. Non-smoking Policy: Effective January 1, 2019, smoking is prohibited at all VA facilities, to include all outdoor areas.

9. Weapons Prohibited: Possession of any type of weapon on VA property is prohibited. Enclosed containers, including tool kits and vehicles, are subject to search without consent while on VA property.

10. Protection of Government Property: The Contractor shall take care to protect persons and personal/Government property while on VA property. The Contractor shall be liable for any injuries and/or damage caused by the Contractor, including its employees and agents (including any subcontractors), to include all reasonable costs for medical treatment and/or damage repair. Any injuries and/or damage caused by the Contractor shall immediately be reported to the COR.

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SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

APR 1984

C.3 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 15 days before the contract expires.

(End of Clause)

C.4 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 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause) C.5 52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL BUSINESS CONCERNS (DEVIATION 2019-01)

(a) Definitions. As used in this clause— “HUBZone small business concern” means a small business concern, certified by the Small Business Administration (SBA), that appears on the List of Qualified HUBZone Small Business Concerns maintained by the SBA (13 CFR 126.103).

“Similarly situated entity” means a first-tier subcontractor, including an independent contractor, that has the same small business program status as that which qualified the prime contractor for the award, and that is considered small for the NAICS code the prime contractor assigned to the subcontract the subcontractor will perform. An example of a similarly situated entity is a first-tier subcontractor that is a HUBZone small business concern for a HUBZone set-aside or sole source award under the HUBZone Program.

(b) Evaluation preference.

(1) Offers will be evaluated by adding a factor of 10 percent to the price of all offers, except—

(i) Offers from HUBZone small business concerns that have not waived the evaluation preference; and

(ii) Otherwise successful offers from small business concerns.

(2) The factor of 10 percent shall be applied on a line item basis or to any group of items on which award may be made. Other evaluation factors described in the solicitation shall be applied before application of the factor.

(3) When the two highest rated offerors are a HUBZone small business concern and a large business, and the evaluated offer of the HUBZone small business concern is equal to the evaluated offer of the large business after considering the price evaluation preference, award will be made to the HUBZone small business concern.

(c) Waiver of evaluation preference. A HUBZone small business concern may elect to waive the evaluation preference, in which case the factor will be added to its offer for evaluation purposes. The agreements in paragraphs (e) and (f) of this clause do not apply if the offeror has waived the evaluation preference.

__ Offeror elects to waive the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Agreement. By submission of an offer and execution of a contract, a HUBZone small business concern agrees that, in the case of a contract for—

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 50 percent subcontract amount that cannot be exceeded;

(2) Supplies (other than procurement from a nonmanufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 50 percent subcontract amount that cannot be exceeded;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 85 percent subcontract amount that cannot be exceeded; or

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count toward the 75 percent subcontract amount that cannot be exceeded.

(f) A HUBZone joint venture agrees that the aggregate of the HUBZone small business concerns to the joint venture, not each concern separately, will perform the applicable requirements specified in paragraph (e) of this clause.

(g)(1) Unless SBA has waived the requirements of paragraphs (g)(1)(i) through (iii) of this clause in accordance with 13 CFR 121.1204, a HUBZone small business concern that provides an end item it did not manufacture, process, or produce, shall—

(i) Provide an end item that a small business has manufactured, processed, or produced in the United States or its outlying areas;

(ii) Be primarily engaged in the retail or wholesale trade and normally sell the type of item being supplied; and

(iii) Take ownership or possession of the item(s) with its personnel, equipment, or facilities in a manner consistent with industry practice; for example, providing storage, transportation, or delivery.

(2) Paragraphs (g)(1) of this clause does not apply to construction or service contracts, or when the price evaluation preference is waived by the offeror.

(h) Notice. The HUBZone small business offeror acknowledges that a prospective HUBZone awardee must be a HUBZone small business concern at the time of award of this contract. The HUBZone offeror shall provide the Contracting Officer a copy of the notice required by 13 CFR 126.501 if material changes occur before contract award that could affect its HUBZone eligibility. If the apparently successful HUBZone offeror is not a HUBZone small business concern at the time of award of this contract, the Contracting Officer will proceed to award to the next otherwise successful HUBZone small business concern or other offeror.

(End of Clause)

C.6 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause) C.7 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.