36C25618Q0329-001.docx

36C25618Q0329

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1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C25618Q0329 02-16-2018 Paul Gertiser 479-444-5005 03-09-2018

4:00 PM

Department of Veterans Affairs Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703 X X 811219 $20.5 Million X N/A X Department of Veterans Affairs Veterans Healthcare System of the Ozarks Purchasing & Contracting (90C) 1100 N. College Ave.

Fayetteville AR 72703 Department of Veterans Affairs Veterans Healthcare System of the Ozarks Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-8972 Solicitation for the Preventive Maintenance, Repair/ Replacement of Surgical Instruments/Equipment.

Small Business Set-Aside/ NAICS Code 811219 When presenting a quote, enter on attached Price/Cost Schedule, Base Year plus the 4 Option Years.

See Statement of Work (SOW for Requirements.

Vendor must be in the System Award Management (SAM) at the time of award.

X

XX

PAUL M. GERTISER

CONTRACTING OFFICER

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C256 Department of Veterans Affairs Veterans Health Administration Network Contracting Office 16 2575 Keystone Crossing Fayetteville AR 72703

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

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-8972 36C25618Q0329

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SUBMITTAL OF OFFERS

All offers must be submitted by email No Later Than, 4:00 p.m. local time (CST) Friday, March 9, 2018. Any proposal received after the closing date and time will be considered late and will not be accepted.

QUESTIONS

All questions regarding this solicitation must be submitted to the Contracting Officer in writing (email is acceptable). Any prospective bidder desiring an explanation or interpretation of the solicitation, must request it in writing to: Paul Gertiser (paul.gertiser@va.gov) No Later Than, 3:00 p.m., local time (CST) March 2, 2018 No phone responses will be accepted. See FAR 52.214-6 EXPLANATION TO PROSPECTIVE BIDDERS for additional information. NOTE: All questions must reference the RFQ # and Description of the project in the Header or Opening Statement.

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The delivery of items from other than the manufacture to the VA in the fulfillment of an order/award constitutes a breach of contract. Accordingly, the VA reserves the right enforce any of its contractual remedies. This includes termination of the contract or, solely at the VA’s election, allowing the Vendor to replace, at no cost to the Government, any remanufactured or gray market item(s) delivered to a VA medical facility upon discovery of such items

B.2 STATEMENT OF WORK

RESUABLE MEDICAL EQUIPMENT/INSTRUMENT SHARPENING/REPAIR/REPLACMENT PARTS

1.0 BACKGROUND

1.1. Veterans Health Services of the Ozarks (VHSO) is currently seeking a company that can provide the following services to repair, refurbish, and assess for replacement surgical instruments for use in operating room procedures at least monthly. Preventive Maintenance (PM); Schedule repairs, refurbishment, and assessment for replacement will include all specialty trays by Service (Ortho, ENT etc.) scissors, needle holders, curettes, hemostats, graspers, laparoscopic instruments, surgical knifes, etc.

1.2. These services are to be completed monthly and are required to maintain the equipment in such a condition that it may be operated in accordance with its intended manufacturer’s design and functional capacity with minimal incidence of malfunction or inoperative conditions.

2.0 SCOPE

2.1. Vendor shall provide, sharpening, adjusting, aligning, straightening, refurbishing, calibrating, cleaning, stain removal, polishing, lubricating, adjusting, replacing parts, of various individual surgical instruments sets and operating room (OR) procedural instrument trays. This also includes the etching of instruments with stencils. The stencils and other items needed to etch the instruments will be provided by the VHSO. Vendor shall maintain etching and stencil standards to be compliant with the Censitrac M450E and M550E user manual.

2.2. Instruments will be provided individually or as components of a specialty tray. All instruments shall be maintained in proper operating conditions as specified by the original manufacturer and in compliance with ANSI-AAMI ST-79:2010 Part 7.7 (Servicing and Repairs of Devices in the Health Care Facility). Instruments are to be retrieved from and delivered to the Sterile Processing Service (SPS) located on the second floor of Building #2, 1100 North College Ave. Fayetteville, Arkansas 72703.

3.0 TASK SUMMARY

3.1. The Vendor shall provide all necessary labor, equipment, materials, supervision, test equipment, repair/replacement parts. The Vendor must be mobile with a van with all necessary equipment to complete the tasks and able to travel to location to provide instrument sharpening/repair. The vendor shall retrieve from and deliver to the Sterile Processing Service (SPS) located in Fayetteville, AR 72703, 1100 North College Ave. Building 2 second floor. Vendor shall provide repairs, maintenance, and testing of surgical instruments. The repair vendor will provide multiple levels of repair service including but not limited to same-day turn-around, onsite repair service and when required mail-in repair service.

3.2. The repair vendor shall repair 10-15 sets per visit each month. Additionally the repair vendor will provide (1) technician for onsite repair so that equipment in need of repair can be repaired, refurbished, etched, and returned to SPS.

3.3. Magnification technology must be utilized during the repair process to diagnose, document, and educate regarding repairs made for the day.

3.4. The vendor will be required to test instruments for accurate alignment, sharpness, insulation and calibration. The vendor will return instruments in as good as new condition. All instruments shall be repaired and maintained in proper operating conditions as specified by the original manufacturer.

3.5. The finish of the surgical instruments will be maintained to SPS specifications. The instrument part numbers and catalog numbers shall be preserved on all repaired or refurbished instruments. The repair vendor will not repair Pakistan surgical instruments. Any Pakistan surgical equipment that the vendor discovers must be reported to SPS leadership.

3.6. The vendor must provide a summary document upon delivery of processed instruments containing the following information; date of repair, instrument type, type of repair, and cost. Vendor must provide all documentation to SPS between the hours of 0700 to 1830 on the same day of service to SPS leadership.

3.7. The Vendor's employee(s) shall report to the Sterile Processing Service (SPS) upon arrival at the VHSO for the pickup and return of instruments. If instruments cannot be repaired, they must be marked or tagged and returned to SPS. If an instrument needs to be sent out for third party repairs by the vendor, authorization must be obtained from the VAMC SPS Chief.

3.8. Individual instrument repairs will be performed Monday through Friday between the hours of 0700 to 1830 excluding weekends and national holidays. Instrument pickups and returns will be completed during that time. Instruments should be returned by the vendor.

3.9. Instrument repairs completed onsite at the VHSO in a mobile repair lab/vehicle and, should be self-sustained with electrical power, air compressor, tools, etc. Safety cones must be utilized around the perimeter of the mobile repair vehicle to ensure the safety of hospital and vendor staff. Any equipment needed to set up repair lab within the hospital must be done at the expense of the vendor. Additionally, the vendor must be located no more than 3 hours away to ensure timely return of repaired instruments for sterile processing.

3.10. “Emergency Instruments” are defined as instruments needed by the next business day, Monday through Friday. “Urgent Instruments” are defined as instruments needed by 5 business days. The vendor will be notified as to the level of urgency by SPS leadership and must maintain the delivery time noted above.

3.11. The vendor will conduct a continuous review of the condition of the sets and make recommendations to the Chief of SPS, also the vendor may make recommendations for adjusting the number of repair frequencies and the number of on-site repair visits to ensure working instruments.

3.12. The checklist/delivery slip will be checked against the instruments returned after repairs. Specialty surgical instruments maintenance and repairs should be performed in the vendor’s mobile repair vehicle.

3.13. All instruments that can be disassembled will be disassembled and undergo a detailed vendor inspection. Surgical Picks, Nerve Hooks, Needle Holders, etc., will be straightened or aligned as to maintain their original configuration. Specific custom-made instruments will be repaired in coordination with operating room surgeon’s specifications.

3.14. Suction tubes (Poole, Adson, Frazier Baron, and Yankauer) will be inspected, and interior lumen flushed and inspected. All instruments will be stain free with a finish that complies with the SPS specifications. Delicate sharp, pointed eye instruments will be returned covered with appropriate tip protectors.

3.15. See attached list of instruments for repair, sharpening, maintenance services include but are not limited to the following:

1. General Scissors: Metz, Mayo, Cast/Bandage, Iris, Suture, Serrated, Delicate,

2. Osteotomes: Orthopedic various

3. Curettes: knee, shoulder, hip, wrist, D&C, ENT

4. Elevators: Periosteal, Cobb, Key, Freer, D/E

5. Gouges: Orthopedic various

6. Small Knives: Amputation, Cartilage, Meniscus, Knife Handles

7. Ronguers: S/A, D/A, Pituitary, Kerrison, Kerrison Punches, Dermal Punches

8. Cutters: S/Bone, D/Bone, Wire, Pin, Rib Cutting Forceps

9. Forceps Camps: Artery, Sponge, Kelly, Adson, Allis, Tissue, Mosquito, Biopsy, Hemostats, Clip Appliers, Kocher, Towel Clips/Clamps, Bone, Bonnie

10. Miscellaneous Instruments: Reamers, Retractors, Balfour Retractors, D/E Retractors, Hand Retractors, Perforating Twist, Spinal Drills, Chisels, Tonsillectomes, Adenotomes, Trocars, Skin Hooks, Senn Rakes, Suction Tips/Tubes, Dissectors, Rasps, Mouth Gags, Saw Blades, Speculums, Dilators, Dental Instruments, and all needle holders.

11. Ophthalmic Instruments: Castro. Curved Needle holders standard w/ lock, Meyerhoefer Curette, Plasti Stats, Mosquito Str, Jaw Fine Hemostatic Forceps, Castroviejo Caliper Straight, FCPS Hunt Chalazion, Speculum Barraquer Kratz Wire, All Scissors, Lens Loaders, All Forceps

12. Arthroscopic Instruments: Punches, Shavers, Scissors, Intra-Articular Hooks, Intra-Articular Knives, Intra-Articular Graspers, Forceps, Needle Holders,

13. Micro Instruments: Verres Needles, Biopsy Needles, Corneal Scissors, Urethratomes, Micro Rongeurs, Micro Forceps, Micro Scissors.

14. Reinsulating: Shaft reinsulating, sharpen, and realignment, Refurbish & Re-insulate Scissors & Graspers

15. Bipolar Repairs: Standard Bipolar and Irrigating Bipolar

16. Sterilization Container Repair: Medline, Case Medical, Aesculap, Genesis

17. Miscellaneous: Gasket Replacement Baffle, Inner/Outer Latch Assembly, Single Action Latch Assembly, Upper Latch Plate Replacement, Lower Latch Replacement, Single Action Latch replacement, Single Action Latch Sheer Block Replacement, Single Action Latch (w/o handle) Replacement, Double Action Latch (w/o handle)

18. Replacement: Retention Plate Replacement & Repair, Handle, E-Clip, Hex Nut, Stud Nut, Instrument Holding Pin, Nut Plate, Screw for End Plates, Fastener, Tag, General repair, Bent Container, Burr Removal, Dent Removal, Miscellaneous Repair, Basket Handle, Basket Handle Bracket, Bracket Handle Leg.

19. Diamond Dusting: Tissue Forceps, Needle Holder (micro & standard), and Needle Holder Jaw Application.

20. Minimally Invasive Instrumentation: Rebuilds Minor & Major, Align & Adjust Jaws, Align & Adjust Handles, Bovie Clip Adaptor, Control Rod, Control Rod Ball, Control Rod Insulator, Frozen Control Rod, J-Hook Reinsulate, New Handle, New Hinges, New Jaws, New Jaw Pins, New Screws, New Shaft, Sharpen & Hone, Straighten & Remove Dent from Sheaths.

21. Endoscopic and Laparoscopic Instruments: (Modular and Non-Modular) All applicable graspers, dissectors, scissors, clamps, biopsy instrument/forceps, (to include with and without ratchets). This will include all manufactures.

22. Power/Pneumatic: Basic Repair which includes disassembly, internal cleaning, lubrication, minor adjustment, and reseal. (All manufacturers)

23. Light Cables and Adaptors to Fit All Manufacturers:

24. Set Description: A list of instrument sets will be provided as requested.

25. Manufacturers of Case Carts: Suburban Medical, Metro, Medline, Blickman, and Pedigo

4.0 VA MONITORING:

4.1. The vendor shall make recommendations for surgical instrument that need replaced which are required to meet the scope of surgical trays completion. The assessment of instruments not requiring repair will be provided at no charge.

4.2. Continued instrument repairs, quality improvement monitoring, and turnaround time as well as contract compliance will be progressively jointly monitored by the Sterile Processing Service (SPS) and the Surgical Service.

4.3. Contracting Officer's Representative (COR) will designate appropriate VA personnel to monitor vendor employee work hours/services through invoicing of labor hours.

4.4. The COR will work with the Chief, Sterile Processing Service (SPS) and will monitor Vendor instrument pick-up and drop-off through written logs. The COR will designate an SPS SME to monitor vendor work schedules to ensure that services called for in the contract have been received by the VA. The vendor's employee(s) shall report to SPS upon arrival at VHSO VAMC for the pickup and return of instruments.

4.5. The COR will be responsible for verifying contract compliance. Any incidents of Vendor noncompliance as evidenced by the monitoring procedures will be forwarded immediately to the Contracting Officer by the COR.

4.6. Documentation of services performed will be reviewed by the COR prior to certifying payment. The COR will perform periodic documents checks with the using service to ensure records monitoring. VA will pay only for services performed at VA and at the vendor’s location, and in strict accordance with the schedule of prices/costs shown in the schedule of items. Contract monitoring and record keeping procedures will be sufficient to ensure proper payment and allow audit verification that services were provided.

4.7. All repairs must be completed according with all terms within this Statement of Work. Monthly invoices are submitted through OB10 to the Financial Services Center in Austin, Texas by the vendor. Invoices will be submitted to the COR for verification prior to invoicing. Only after verification of proper and complete invoices certified for payment. Proper and complete invoices should include but not limited to: Vendor Address with e-mail contact and phone number, obligation number, date of invoice, invoice number, tax ID number, Correct pricing, terms and EFT number.

5.0 VENDOR/VENDOR REQUIREMENT

5.1. The vendor shall make recommendations for surgical instrument replacement which may be pertinent to meet the scope of surgical trays completion and provide replacement instruments for agreed upon patterns.

5.2. In the event of inclement weather, natural disaster, or other unforeseen circumstances preventing a scheduled on-site repair visit the SPS Chief will be contacted the day of the scheduled visit. Dates available for re-scheduling the scheduled on-site will be provided to the SPS Chief within in 3 business days of the originally scheduled on-site repair visit.

6.0 DOCUMENTATION REQUIRED

6.1. Repaired instruments returned to SPS will be on a detailed list document provided by the vendor containing the following information; date of repair, instrument type, type of repair, and cost. The checklist/delivery slip will be checked against the instruments returned after repairs.

7.0 SPS AND SURGICAL OPERATING ROOM (OR) SUPPORT

7.1. The VA Sterile Processing Service (SPS) will be the point of contact for all surgical instrument pickups and returns. The returned repaired instruments will be inspected in SPS. The Surgical Service Operating Room will perform a serviceable quality check of instruments and any instruments that fail will be returned to SPS for re-processing to the vendor.

8.0 Physical Security & Safety Requirements:

8.1. The Vendor and their personnel shall follow all VA policies, standard operating procedures, applicable laws and regulations while on VA property. Violations of VA regulations and policies may result in citation and disciplinary measures for persons violating the law.

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Contract Period: Base POP Begin: 04-01-2018 POP End: 03-31-2019

Contract Period: Option 1 POP Begin: 04-01-2019 POP End: 03-31-2020

Contract Period: Option 2 POP Begin: 04-01-2020 POP End: 03-31-2021

Contract Period: Option 3 POP Begin: 04-01-2021 POP End: 03-31-2022

Contract Period: Option 4 POP Begin: 04-01-2022 POP End: 03-31-2023

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of Clause)

C.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

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

(End of Clause)

C.4 52.233-1 DISPUTES (MAY 2014)

(a) This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

(b) Except as provided in 41 U.S.C. chapter 71, all disputes arising under or related to this contract shall be resolved under this clause.

(c) "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under 41 U.S.C. chapter 71 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C. chapter 71. The submission may be converted to a claim under 41 U.S.C. chapter 71, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

(d)(1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer.

(2)(i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor."

(3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim.

(e) For Contractor claims of $100,000 or less, the contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(f) The Contracting Officer's decision shall be final unless the contractor appeals or files a suit as provided in 41 U.S.C. chapter 71.

(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer.

(h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in (FAR) 48 CFR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the ACT, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

(End of Clause)

C.5 52.233-3 PROTEST AFTER AWARD (AUG 1996)

(a) Upon receipt of a notice of protest (as defined in FAR 33.101) or a determination that a protest is likely (see FAR 33.102(d)), the Contracting Officer may, by written order to the Contractor, direct the Contractor to stop performance of the work called for by this contract. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Upon receipt of the final decision in the protest, the Contracting Officer shall either—

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause…