36C25619Q0943-001.docx

36C25619Q0943

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

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

629-19-2-096-0418 36C25619Q0943 05-31-2019

FELICIA LOVELADY

318-466-2912 06-05-2019 2:00P 00502

ALEXANDRIA VA HEALTH CARE SYSTEM

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA LA 71306-9004

X X 339112 1000 Employees N/A X 00629

DEPARTMENT OF VETERANS AFFAIRS

SEE SCHEDULE

00502

DEPARTMENT OF VETERANS AFFAIRS

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

2495 SHREVEPORT HIGHWAY

PINEVILLE LA 71360-4004

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714 877-353-9791 512-460-5429 See CONTINUATION Page

THE ITEMS ARE LISTED ON THE ATTACHED SCHEDULE.

THIS SOLICITATION IS SET ASIDE FOR VOSB VENDORS.

FOR ALL ADMINISTRATIVE QUESTIONS PLEASE CONTACT THE

CONTRACTING OFFICER FELICIA LOVELADY @ 318-466-2912.

See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C256

ALEXANDRIA VA HEALTH CARE SYSTEM

NETWORK CONTRACTING OFFICE 16

ALEXANDRIA VA HEALTH CARE SYSTEM

PO BOX 69004

ALEXANDRIA LA 71306-9004

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 PO Box 149971 Austin TX 78714 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Page 1 of Page 1 of Statement of Work Orthopedic Surgical Spine Instruments Southeast Louisiana Veterans Health Care System New Orleans, LA

2.5 SALIENT CHARACTERISTICS Orthopedic Surgical Spine Instruments

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

PHANTOM CS STRAIGHT CURETTE, 3/0, 10", AQUA

LOCAL STOCK NUMBER: CS-0177

PHANTOM CS STRAIGHT CURETTE, 4/0, 10", PURPLE

LOCAL STOCK NUMBER: CS-0176

PHANTOM CS STRAIGHT CURETTE, 6/0, 10", RED

LOCAL STOCK NUMBER: CS-0174

PHANTOM CS STRAIGHT CURETTE, 0, 10", GREEN

LOCAL STOCK NUMBER: CS-0179

PHANTOM CS STRAIGHT CURETTE, 1, 10", ORANGE

LOCAL STOCK NUMBER: CS-0180

PHANTOM CS STRAIGHT CURETTE, 2, 10", BLUE

LOCAL STOCK NUMBER: CS-0181

PHANTOM CS STRAIGHT CURETTE, 4, 10", BLACK

LOCAL STOCK NUMBER: CS-0183

PHANTOM CS STRAIGHT CURETTE, 6, 10", LIGHT GREEN

LOCAL STOCK NUMBER: CS-0185

PHANTOM CS ANGLED CURETTE, 3/0, 10", AQUA

LOCAL STOCK NUMBER: CS-0165

PHANTOM CS ANGLED CURETTE, 4/0, 10", PURPLE

LOCAL STOCK NUMBER: CS-0164

PHANTOM CS ANGLED CURETTE, 6/0, 10", RED

LOCAL STOCK NUMBER: CS-0162

PHANTOM CS ANGLED CURETTE, 0, 10", GREEN

LOCAL STOCK NUMBER: CS-0167

PHANTOM CS ANGLED CURETTE, 1, 10", ORANGE

LOCAL STOCK NUMBER: CS-0168

PHANTOM CS ANGLED CURETTE, 2, 10", BLUE

LOCAL STOCK NUMBER: CS-0169

PHANTOM CS REVERSE CURETTE, 0, 10'', GREEN

LOCAL STOCK NUMBER: CS-0155

PHANTOM CS CERVICAL CURETTE TRAY (HOLDS 12 CURETTES)

LOCAL STOCK NUMBER: CS-0205

CERAMO punch with ejector, 40' up, flatfoot filigree, 1.0 x 200 mm

LOCAL STOCK NUMBER: NZY-8F

CERAMO punch with ejector, 40' up, flatfoot filigree, 2.0 x 200 mm

LOCAL STOCK NUMBER: NNR-0F

CERAMO punch w/eject., flatfoot filigree, 40' up, 3.0 x 200mm

LOCAL STOCK NUMBER: NNO-2F

CERAMO punch with ejector, 40`up, flatfoot, 3.0 x 200 mm

LOCAL STOCK NUMBER: NNO-2S

CERAMO punch with ejector, 40`up, flatfoot, 4.0 x 200 mm

LOCAL STOCK NUMBER: NNO-3S

CERAMO punch with ejector, 40` up, flatfoot, 5.0 x 200 mm

LOCAL STOCK NUMBER: NNO-7S

CERAMO punch with ejector, 40' up, flatfoot, 6.0 x 200 mm

LOCAL STOCK NUMBER: NNO-0S

Phantom LS Front-Load Open Lumbar Retractor Set

Phantom McCulloch Complete Lumbar Retractor Set

LOCAL STOCK NUMBER: LS-1800C

Phantom GS side-loading retractor & Distractor set

LOCAL STOCK NUMBER: CS-1600C

Gerald Tissue Forceps, TC, TW 1.2mm OL 175mm(6 7/8")

LOCAL STOCK NUMBER: ARM40033481

Gerald Tissue Forceps Delicate, TC, w/Pin, Serrated Handle TW 1mm,OL 230mm(9 1/8")

LOCAL STOCK NUMBER: ARM40033501

Jacobson Needle Holder DD, Delicate, Curved, w/lock,Flat HandleOL245mm(9 5/8"),JL12mm

LOCAL STOCK NUMBER: ARM42048144

Jacobson Micro Needle Holder DD, Curved, w/lock, Flat HandleOL183mm(7 1/4")

LOCAL STOCK NUMBER: ARM42047876

Ryder Needle Holder TC, Serrated, Tip 1mm, OL180mm(7 1/8")Diethrich TC NH, serr jaws, 7", ring handles

LOCAL STOCK NUMBER: ARM44041214

Diethrich TC NH, serr jaws, 7", ring handles

LOCAL STOCK NUMBER: ARM40041114

Frazier Suction Tube, Angled, 8fr, TL 130mm WL100mm(3 7/8"),OL 175mm(6 7/8")

LOCAL STOCK NUMBER: ARM60002986

Frazier Suction Tube, Angled, 10fr, TL 140mm WL100mm(3 7/8"), LOCAL STOCK NUMBER: ARM60002999

Crile Hemostatic Forceps Curved TW 2.0mm, OL 133mm(5 1/4")

LOCAL STOCK NUMBER: ARM12007703

Roch-Ochs Hemostatic Forceps 1x2 teeth, Straight OL 184mm(7 1/4")

LOCAL STOCK NUMBER: ARM12008740

Kelly Hemostatic Forceps Curved, JL 20.0mm OL 145mm(5 3/4")

LOCAL STOCK NUMBER: ARM12007613

Adson Hemostatic Forceps, Curved OL 185mm(7 1/4")

LOCAL STOCK NUMBER: ARM12008010

Meeker Forceps Angled 90 degrees, Jaw Height 19.0mm OL 185mm(7 1/4")

LOCAL STOCK NUMBER: ARM52001580

Mayo Hegar Needle Holder TW 3mm OL 205mm (8 1/8")

LOCAL STOCK NUMBER: ARM13008900

Mayo Hegar Needle Holder TC, TW 3mm OL 200mm (7 7/8")

LOCAL STOCK NUMBER: ARM40042144

Adson Cerebellum Retr angled sharp prongs BW 18mm, OL 190mm (7 1/2")

LOCAL STOCK NUMBER: ARM62044745

Adson Hemilaminectomy Retractor OL 275mm (11")

LOCAL STOCK NUMBER: ARM62044868

Weitlaner Retractor 3x4 sharp prongs OL 130mm (5 1/4")

LOCAL STOCK NUMBER: ARM14030585

Zelpi type Retr90 degree angle, 5" deep TL 131mm(5 1/8"), OL 255mm(10")

LOCAL STOCK NUMBER: ARM14030982

Richardson Retr, Grip Handle OL 240mm (9 1/2"), BW 41mm BL 64mm

LOCAL STOCK NUMBER: ARM14020037

Frazier Suction Tube, Angled, 8fr, TL 140mm WL100mm(3 7/8"),OL 175mm(6 7/8")

LOCAL STOCK NUMBER: ARM60002986

Frazier Suction Tube, Angled, 10fr, TL 140mm WL100mm(3 7/8"),OL 175mm(6 7/8")

LOCAL STOCK NUMBER: ARM60002999

Frazier Suction Tube, Angled, 12fr, TL 140mm WL100mm(3 7/8"),OL 171mm(6 3/4")

LOCAL STOCK NUMBER: ARM60003009

Frazier Suction Tube, 14fr, TL 140mm WL100mm(3 7/8")OL200mm(7 7/8")

LOCAL STOCK NUMBER: ARM60003014

Frazier Suction Tube, Angled, 15fr, TL 140mm WL100mm(3 7/8")

LOCAL STOCK NUMBER: ARM60003019

Penfield Dissector # 2 TW 5mm, OL 184mm (7 1/4")

LOCAL STOCK NUMBER: ARM61011508

Penfield Dissector #3 OL 179mm (7") TW 5.1mm

LOCAL STOCK NUMBER: ARM61611516

Penfield dissector # 4 Slightly Curved, TW 3mm OL 220mm(8 5/8")

LOCAL STOCK NUMBER: ARM61011528

Scoville Nerve Root Retractor Angled 60 degrees, TW 8mmOL 170mm(6 5/8")

LOCAL STOCK NUMBER: ARM62034183

Knife Handle #3 with Ruler OL 130mm(5 1/8")

LOCAL STOCK NUMBER: ARM10001363

Knife Handle #7 OL 160mm(6 1/4")

LOCAL STOCK NUMBER: ARM10001407

Metz Scissor curved, regular, TC BL 42mm, OL 180mm(7 1/8")

LOCAL STOCK NUMBER: ARM40012106

Mayo Scissor TC, Straight OL 170mm (6 3/4")

LOCAL STOCK NUMBER: ARM40611354

Woodson Dural Separator/Packer double ended without groveOL 170mm (6 3/4")

LOCAL STOCK NUMBER: ARM61011206

Woodson Elevator/Spatula, double ended, TW 3.0mm x TL 11.0mm,OL254mm (10")

LOCAL STOCK NUMBER: ARM61009889

Cloward Style Blade Retractor OL 165mm (6 1/2"), TW 20mm WL 75mm

LOCAL STOCK NUMBER: 135.64

Cloward Style Blade Retractor OL 175mm (7"), TW 18mm Tip Depth 75mm

LOCAL STOCK NUMBER: ARM62033987

Ferris Smith Tissue Forceps, 2x3 teeth TW 4.0mm, OL 180mm(7 1/8")

LOCAL STOCK NUMBER: ARM12015482

Adson Tissue Forceps, Standard Pattern, 1x2 Teeth OL 120mm(4 3/4")

LOCAL STOCK NUMBER: ARM12014885

Debakey Dietrich Vascular Tissue Forceps Tip 1.5mm, OL 195mm (7 5/8")

LOCAL STOCK NUMBER: ARM52013638

Lucae Dress Forceps, Standard Tips, Tip 2.0mm WL 80mm(3 1/8")OL165mm(6 1/2")

LOCAL STOCK NUMBER: ARM21038095

Gerald Tissue Forceps 1x2 teeth OL 180mm(7 1/8")

LOCAL STOCK NUMBER: ARM52014704

Leksell Rongeur, curved handle, jaw width 5mm, OL 230mm (9")

LOCAL STOCK NUMBER: ARM65009313

Leksell Rongeur, double action, slightly curved handle, TW 8mm,OL 230mm (9")

LOCAL STOCK NUMBER: ARM65009331

McCulloch Angled Ball Tip probe OL 240mm (9 1/2") TL 7mm

LOCAL STOCK NUMBER: ARM62022363

Cobb Spinal Elevator, #3 TW 19mm(3/4"), OL286mm (11 1/4")

LOCAL STOCK NUMBER: ARM61010508

Cobb Spinal Elevator, TW 32mm(1 1/4"), OL280mm (11")

LOCAL STOCK NUMBER: ARM61010518

Cloward Style Mallet Diameter 20.5mm OL 190mm (7 1/2")

LOCAL STOCK NUMBER: ARM65010133

Wiltse Gelpi Retractor sharp, ratchet, TW 3.5mm depth 76mm (3"),OL 280mm (11")

LOCAL STOCK NUMBER: ARM14030906

Cushing IVD Rongeur, delicate, straight, jaw width 2mm,SL 180mm (7 1/8")

LOCAL STOCK NUMBER: ARM65003045

Cushing IVD Rongeur, delicate, angled up, jaw width 2mm,SL 180mm (7 1/8")

LOCAL STOCK NUMBER: ARM65003053

Cushing IVD Rongeur, delicate, angled down, JL 10mm, jaw width 2mm,WL 180mm (7 1/8")

LOCAL STOCK NUMBER: ARM65003058

Spurling IVD Rongeur, delicate, Delicate,Straight, TW 4mm SL180mm(7 1/8"), OL 250mm (9 7/8")

LOCAL STOCK NUMBER: ARM65003208

Beckman Adson Retractor sharp, blades 1" x 1 3/4" OL 310mm (12 1/4")BW 28mm BL 44mm

LOCAL STOCK NUMBER: ARM62044988

Angulated T-Handle Retractor OL 205mm (8"), TW 31mm Tip Depth 120mm

LOCAL STOCK NUMBER: ARM56012288

Army Navy Retractor, set of 2, TW 15mm, OL 210mm (8 1/4")

LOCAL STOCK NUMBER: ARM14019171

Meyerding Retractor self-retaining, BL 60mm BW 25mm OL 170mm(6 5/8")

LOCAL STOCK NUMBER: ARM62045427

Parallell Pliers, TW 10.0mm OL 187mm (7 3/8")

LOCAL STOCK NUMBER: ARM59007511

ASSEMBLY/DELIVERY

B.3 DELIVERY SCHEDULE

ALL

30 DAYS ARO

SOUTHEAST LOUISIANA VHCS

2400 CANAL STREET

NEW ORLEANS, LA 70112

USA

504-507-2000

NATHAN.DION@VA.GOV

SECTION C - CONTRACT CLAUSES

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

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (DEC 2009)

The offeror agrees, if awarded a contract, to use the service-disabled veteran-owned small businesses or veteran-owned small businesses proposed as subcontractors in accordance with 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, or to substitute one or more service-disabled veteran-owned small businesses or veteran-owned small businesses for subcontract work of the same or similar value.

(End of Clause) C.3 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) to assist in assessing Contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the Contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement.

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

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

(End of Clause)

C.4 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

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

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

(End of Clause)

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

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

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

(End of Clause)

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2019)

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

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

(2) 52.204–23, Prohibition on…