36C25719Q0954-001.docx

C.1 SOW

1. Contract Title Nerve Integrity Monitor (NIM)

2. Background STVCHS intends to update nerve monitor in Operating Room at STVHCS. We require one Medtronic NIM Neuro 3.0 System with initial accessories.

3. Period of Performance – 30 Days ARO

4. Place(s) of Performance - Surgical Services at STVHCS, San Antonio, TX, 78229-4404.

5. Scope

· The vendor shall provide one Medtronic NIM Neuro 3.0 System.

· Salient Characteristics:

· Brand Name or Equal The NIMNeuro 3.0 is an eight-channel and the NIM-Response 3.0 is a four-channel EMG monitor for intraoperative use during surgeries in which a nerve is at risk due to unintentional manipulation. The NIM 3.0 System records electromyographic (EMG) activity from muscles innervated by the affected nerve. The monitor will assist early nerve identification by providing the surgeon with a tool to help locate and identify the particular nerve at risk within the surgical field. It will continuously monitor EMG activity from the muscles innervated by the nerve at risk to minimize trauma by alerting the surgeon when a particular nerve has been activated. The monitor utilizes touch screen and color graphic user interface (GUI) along with the audio feedback to increase the usability of the device Components

1. Console Front

a. Will have STIM 1 stimulus adjustment. STIM 2 stimulus adjustment.

b. Touchscreen. The Touch Screen displays EMG waveforms and controls many of the functions

c. Volume adjustment.

d. Product name

e. The Speaker provides audio alarms, acoustic EMG monitoring, and voice prompts.

2. Console Rear

a. Carry Handle for transporting unit.

b. Equipotential. Uniform potential.

c. Accessory Power Outlet. The Accessory Power Outlet used with the approved accessories

d. Fuse Access. The AC power fuses are located on the back of the units.

e. Power Switch. The power switch turns the power on or off.

f. Power Connector. The power cord plugs into the back of the System console. The input fuses and accessory output is in the power entry module. Plug the power cord into the A/C power outlet.

g. Anti-Glare Stand. Use this device to change the viewing angle of the screen.

h. Patient Interface Connector. The patient interface connector is a 44-pin D-sub.

i. RCA Audio Jack. An RCA audio jack is provided to output an audio signal that you can overlay onto a video signal when using industry standard recording devices. The output is audio line level (1 Vp-p).

j. Hand switch. Used for APS procedures only.

k. Muting Detector Input. Near-field radio frequency detector.

l. Mini Jack. Standard configuration used for private listening through Stereo Headphones.

m. Surgeon Mini Screen Port. Output connection to Surgeon Mini Screen or video recorder.

n. USB Out. The USB Out is an industry standard USB type connector (two port) that you can use with mass storage devices/printer/keyboard.

o. VGA Output. Only used to connect NIM‑Neuro 3.0 System to microscope.

Patient Interface

a. Electrode ground. Signal return for patient electrodes.

b. Stimulating Instrument Jack or Stimulator Probes (Monopolar or Bipolar).

c. Incrementing Probe Control Jack. Connects Incrementing Probe controls

d. to the system

e. Stimulus (out) Jack.

f. Stimulus Return.

g. Patient Interface to console connector.

h. Connector release.

i. The Patient Interface fuses are for Stimulator Output and specifically tested for ECU protection.

j. Positive Electrode Jacks. Positive electrodes have matching color-coded wires and plugs.

k. Negative Electrode Jacks. Negative electrodes have black wires and color-coded plugs.

l. Patient Interface Clips.

The product must have the following Technical Specifications to meet the needs of the Operating room at STVHCS.

Physical Dimensions Size: 30 cm W x 33 cm H x 27 cm D Weight: 6.8 Kg Operational Environment Operating Temperature range: 10 to 40 ºC (Operating) Humidity: 30-70% RH non-condensing Atmospheric Pressure range: 700 kPa to 1060 kPa Mode of Operation: Continuous duty Shock and Vibration Verified to Standard ISTA 2A Ambient Temperature range: - 40 °C to + 70 °C Relative Humidity range: 10 % to 100 %, including condensation Atmospheric Pressure range: 500 kPa to 1060 kPa Amplifier NIM-Response® 3.0 Ch. 1-4 NIM‑Neuro® 3.0 1-8 Individually and simultaneously selectable.

Input Sensitivities: 5 – 100,000 μV peak-to-peak AC-coupled Sensitivity Selection: Automatically zeroed Bandpass: 15 Hz - 1.85 kHz (± 3 db @ 500 Hz) EMG Display 200 Hz - 1.0 kHz (-6, +3 db @ 500 Hz) Audio EMG Speaker NIM-Neuro 3.0 and NIM-Response 3.0 Input Noise: 3-14 μV p-p, < 5 μV RMS @ RMS - 4 Hz, inputs shorted Input Impedance > 10 Meg Ohm DC offset Rejection ± 1.00 VDC Rejection Common Mode Rejection: >80 dB @ 60 Hz, balanced inputs, >66 dB @ 60 Hz, 1 KOhm imbalance Channel Enable/Disable Controls: Dedicated function touch pads for independent Ch. enable/disable.

Event Threshold Control and Display: Adjustable Graduated Touch Bar with Voltage threshold displayed.

Patient Isolation 1,000Vrms 60Hz < 100 μA Impedance Measurement Control: Automatic CHECK ELECTRODE feature.

Measuring Signal: 10mV peak-to-peak, 800 Hz Sinewave.

Measurement Range: 0-200KOhm ± 20% or ± 100Ohm.

Artifact Detection and Rejection Stimulus Artifact: Synchronized and adjustable muting.

Bipolar Electrocautery Rejection: Continuous Monitoring During Bipolar Cautery < 40 watts Electrocautery (ESU) Interference: Automatic detection, and muting.

Muting Detector Input ESU Sensitivity: ESU Cut / Coag Contact 5 - 100 Watts Air-Discharge 10-100 Watts Muting Console Input Sensitivity: Muting (0.6 - 2.0 Vrms) Non-Muting (<0.3 Vrms) Muting Detector Input ESU Immunity: ESU < 100 Watts Cut / Coag or (<3.0 Vrms 100-800 KHz Sq. Wave) Electrode Lead Off: Automatic detection, muting and warning.

Display / Touch Screen Type: High contrast, digital, graphic Color, visible in complete darkness.

Resolution: Display 1024 H x 768 W pixels, Touch Panel 256 H x 256 W Dedicated Function Event Touch Screen Controls: For Amplitude, Time Display and Capture.

Vertical Display: 20, 100, 500, 1000, 2000, 10,000, 50 K, and 100 KμV display modes.

Event Capture: Enable/disable capture mode indicator on touch screen.

Time Scale: 25 mS, 50 mS, 100 mS or 20 S display modes.

Patient Interface Color Coded Channel Connections – 1 to 8:Neuro 8 CH Response 4 CH Pulse 2 CH “Touchproof Safety Connection Protected Pin 1.5mm per Specification: DIN 42 802” Low Cable Triboelectric < 100 uV from a 0.5J impact Internal Fuse See Stimulator 1 and 2 “Internal Fuse” Stimulator 1 and 2 Stimulus Type Constant: Constant Current Stimulus Range 0-30 mA, a minimum of 80 volts compliance (80 V- 10 %) tested into a 10K Ohms load Load Impedance Range: As long as the load impedance X stimulation current is less or equal the compliance voltage 100 - 10K Ohms (0 - 3 mA): Compliance 10 V (3.5 - 30 mA): Compliance 60 V Stimulus Control: Digitally controlled, range – dependent adjustment increments of 0.01, 0.05, 0.1, .5 and 1.0 mA Stimulus Output Accuracy: ± .01 mA (or ± 10% of reading at 1K Ohms load) over Stimulus Range.

Stimulus Adjustment: Graduated Touch Screen Control with display of command current and delivered current.

Stimulus Measurement Accuracy ± .02 mA (or ± 10% of reading at 1K Ohm load) over Stimulus Range.

Internal Fuse 32 mA Type F, 250 V 5 x 20 mm (It must be Xomed #8253075, other similar fuses may not give the same degree of protection. Order 8253075 Fuse Kit for replacements.

Stimulus 1 and 2 Characteristics Waveform: Monophasic, square pulse, no DC component Duration: Software selectable, 50, 100, 150, 200 or 250 μs (± 10 % of setting) Rise Time to 30 mA: Less than 10 μs Rate STIM 1 and 2: Software selectable, 1, 4, 7 or 10 Hz (±10 % of setting) Rate STIM 2 APS™ STIM repetition rates: (Slow) 1, 2, 4, 8, 10 per minute, (Fast) 1, 2 Hz (±10 % of setting) (APS™ feature NOT available on the NIM-Pulse® 3.0) Stimulus Probe: Monopolar (standard) or bipolar Stimulus Trigger Input TTL compatible remote switch for Selection of APS™: OFF, SLOW, and FAST repeating sequence (NOT for NIM-Pulse® 3.0) Audio Output Transducers: Built-in 7.62 x 7.62 cm speaker Piezoelectric Sounder Baseline Audio Sound Level 63 ± 4 db SPL C Weighted (30.5 cm) Change in Baseline with added Channels < ± 4 db SPL C Weighted (30.5 cm) Change in Baseline due to EMG and Tones > + 20 db SPL C Weighted (30.5 cm) Max Audio Sound Level 102 ± 4 dB SPL C Weighted (30.5 cm) EMG & Event Tone Signals: Continuously processed EMG and/or activity-level dependent event tones for each channel.

Volume Preset and Limiter: Volume Power Up Pre-set Default and a Low Volume Limiter. Volume Presets for Main, Tones, Voices, and EMG Volumes “Current Delivered” Tone Signals: Signal occurs when 80% of set current is measured over range of 0.05-30 mA.

Power-Down / Power-up Tone Constant Power-up / Decaying Power-down Tone NIM-Neuro 3.0 and NIM-Response 3.0 Touch Screen Key Click: Selectable ON/OFF Connection: RCA Phone Jack Headphones: Impedance @1KHz is 25 Ω or greater SPL 107 ± 4 dB. Plug 3.5 mm Stereo Nickel Plated Headphone Output: 60 to 83 dB ± 6 dB SPL C- Weighted Video, Audio, and other Accessories Verified Compatible Headphones: Headphones P/N 33-1223 (Sennheiser P/N HD497) Audio Amplifier: Volume Amplifier P/N 33-1109 Audio Extension Cable: 4.8768m Shielded Audio cable P/N 42-2493 Remote Monitor: 8.4” TFT - Mini-Screen with Cable (Medtronic 8253010) Keyboard: Medical Grade Keyboard (Medtronic 8253030) I/O - Printer Output / Flash Drive Output Printer Interface: Currently HP Office Jet 6100 printer Connection: USB 2.0 Printer Verified Compatible Printer Power Supply NIM® Printer Medical Grade Power Supply (Medtronic 8253025) Data Output Verified Compatible USB Compact Flash Memory SanDisk Brand Cruzer Mini SanDisk Brand Cruzer Micro Video Output Microscope Overlay Interface: Resolution 640x480 (VGA), 800x600 (SVGA), and, 1024 x 768 (XVGA) Connection: 15-pin HD Remote Monitor Interface: XVGA Compatible, 1024 x 768 resolution Connection: MDR “Mini D Ribbon” Electrical Input Voltage 100V, 120V / 230V Frequency 50/60 Hz Total Power Consumption: 62 W Nominal <78 W Peak (Total 33 W Console, 10 W Printer, and 19 W Mini-Screen) Auxiliary AC output (For Use With Approved NIM® Accessories Only):

NIM® Printer Power Supply (# 8253025)150 VA Max.

Line Isolation: 4000 V Peak-to-Peak 60Hz dielectric withstand from Line Connections to Signal Ground Internal Fuse 5 x 20 mm, 2.5 Amp, 250V, Time-llag, Low breaking capacity, Xomed Part # 11270068. Order 8253070 Fuse Kit for replacements.

Patient Connections All patient probes and electrodes are Type BF applied parts Patient Isolation 90-264 Vrms 50-60 Hz < 100μA (Mains on applied part N.C.)

Patient Connection Capacitance 140 pF +/- 30 % @ 1 kHz (All patient probes and electrodes combined to Safety GND) Classifications:

Type of Protection against electrical shock: Class I Medical Device per IEC/EN60601-1 Degree of protection against electrical shock:. Type BF applied parts Incress of water, dust, or solids IEC 60529 IPX1 Use with flammable anesthetics mixtures, with air, oxygen, and nitrous oxide:

STVHCS has identified the following item in this configuration as meeting the requirement:

8258060 BUNDLE NIM NEURO 3.0 SYSTEM EA

8253401 MAINFRAME 8253401 NIM NEURO 3.0 EA 1 Included per kit 8253410 PATIENT INTERFACE 8253410 NIM NEURO 3.0 EA 1 Included per kit 8253600 PATIENT SIMULATOR 8253600 NIM 3.0 UNIV EA 1 Included per kit 8220325 MUTING PROBE 8220325 NIM EA 1 Included per kit 8253015 CABLE 8253015 MICROSCOPE EA 1 Included per kit 8227410 ELECTRODE 8227410 PAIRED 2 CHANNEL SET EA 1 Included per kit 8225825 PROBE 8225825 3PK INCREMT STD PRASS ROHS EA 1 Included per kit 8227411 ELECTRODE 8227411 PAIRED 4 CHANNEL SET EA 1 Included per kit 8227412 ELECTRODE 8227412 PAIRED 8 CHANNEL SET EA 1 Included per kit 8227421 ELECTRODE 8227421 TWISTED PAIR SET 4CH EA 1 Included per kit 8227422 ELECTRODE 8227422 TWISTED PAIR SET 8CH EA 1 Included per kit 8229707 EMG TUBE 8229707 NIM TRIVANTAGE 7.0MM ID EA 1 Included per kit 8229706 EMG TUBE 8229706 NIM TRIVANTAGE 6.0MM ID EA 1 Included per kit 8229708 EMG TUBE 8229708 NIM TRIVANTAGE 8.0MM ID EA 1 Included per kit Alternate products other than the Medtronic Nim Nuero 3.0 will not meet the needs of the Operating room at STVHCS.

6. Security Requirements

Information System Officer, Information Protection: The contractor will not have access to VA Desktop computers they will not have access to online resources belonging to the government.

Privacy Officer: The Contractor will not have access to protected Patient Health Information (PHI)

Records Manager:

i. Citations to pertinent laws, codes and regulations such as 44 U.S.C chapters 21, 29, 31 and 33; Freedom of Information Act (5 U.S.C. 552); Privacy Act (5 U.S.C. 552a); 36 CFR Part 1222 and Part 1228.

ii. Contractor shall treat all deliverables under the contract as the property of the U.S. Government for which the Government Agency shall have unlimited rights to use, dispose of, or disclose such data contained therein as it determines to be in the public interest.

iii. Contractor shall not create or maintain any records that are not specifically tied to or authorized by the contract using Government IT equipment and/or Government records.

iv. Contractor shall not retain, use, sell, or disseminate copies of any deliverable that contains information covered by the Privacy Act of 1974 or that which is generally protected by the Freedom of Information Act.

v. Contractor shall not create or maintain any records containing any Government Agency records that are not specifically tied to or authorized by the contract.

vi. The Government Agency owns the rights to all data/records produced as part of this contract.

vii. The Government Agency owns the rights to all electronic information (electronic data, electronic information systems, electronic databases, etc.) and all supporting documentation created as part of this contract. Contractor must deliver sufficient technical documentation with all data deliverables to permit the agency to use the data.

viii. Contractor agrees to comply with Federal and Agency records management policies, including those policies associated with the safeguarding of records covered by the Privacy Act of 1974. These policies include the preservation of all records created or received regardless of format [paper, electronic, etc.] or mode of transmission [e-mail, fax, etc.] or state of completion [draft, final, etc.].

ix. No disposition of documents will be allowed without the prior written consent of the Contracting Officer. The Agency and its contractors are responsible for preventing the alienation or unauthorized destruction of records, including all forms of mutilation. Willful and unlawful destruction, damage or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. 2701. Records may not be removed from the legal custody of the Agency or destroyed without regard to the provisions of the agency records schedules.

x. Contractor is required to obtain the Contracting Officer's approval prior to engaging in any contractual relationship (sub-contractor) in support of this contract requiring the disclosure of information, documentary material and/or records generated under, or relating to, this contract. The Contractor (and any sub-contractor) is required to abide by Government and Agency guidance for protecting sensitive and proprietary information.

7. Government-Furnished Equipment (GFE)/Government-Furnished Information (GFI).

a. None provided or required.

C.2 PRICE LIST

1898001 CONSOLE

1898001 IPC EA 1

Included per kit

1898430 FOOT SWITCH

1898430 EA 1 Included per kit

1897821 POWER CORD

1897821 6 METER IEC320 115V EA 1 Included per kit

1898851 MANUAL

1898851 INTEGRATED PWR000 CONSOLE EN EA 1 Included per kit

1897510 BASKET

1897510 XPS IV POLE STORAGE EA 1

Included per kit

1852000 FOOTSWITCH

1852000 ENDO-SCRUB 2 EA 1 Included per kit

1991015 FINGER SWITCH

1991015 ENDO-SCRUB 2 EA 1 Included per kit

W/INSTR TRAY

1899200 MICRODEBRIDER 1899200 M5 ROHS

EA 1 Included per kit

1899076 INSTRUMENT TRAY

1899076 M5 EA 1

Included per kit

8253401 NIM NEURO

3.0 EA 1 Included per kit

8253410 PATIENT INTERFACE

8253410 NIM NEURO 3.0 EA 1 Included per kit

8253600 PATIENT SIMULATOR 8253600 NIM 3.0 UNIV EA 1 Included per kit

8220325 MUTING

PROBE 8220325 NIM EA 1 Included per kit

8253015 CABLE

8253015 MICROSCOPE

EA 1 Included per kit

8227410 ELECTRODE

8227410 PAIRED 2 CHANNEL SET EA 1 Included per kit

8225825 PROBE

8225825 3PK INCREMT STD PRASS ROHS EA

1 Included per kit

8227411 ELECTRODE

8227411 PAIRED 4 CHANNEL SET EA 1

Included per kit

8227412 ELECTRODE

8227412 PAIRED 8 CHANNEL SET EA 1

Included per kit

8227421 ELECTRODE

8227421 TWISTED PAIR SET 4CH EA 1

Included per kit

8227422 ELECTRODE

8227422 TWISTED PAIR SET 8CH EA 1

Included per kit

8229707 EMG TUBE

8229707 NIM TRIVANTAGE 7.0MM ID EA 1 Included per kit

8229706 EMG TUBE

8229706 NIM TRIVANTAGE 6.0MM ID EA 1 Included per kit

8229708 EMG TUBE

8229708 NIM TRIVANTAGE 8.0MM ID EA 1 Included per kit

Total Price: $_______________

SECTION D- CLAUSES

D.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) D.2 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 Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(4) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204–10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved] [] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[] (7) 52.204–15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111–117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

[] (10) [Reserved] [] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) [Reserved] [] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[] (iii) Alternate II (Mar 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (AUG 2018) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (JAN 2017) of 52.219-9.

[] (v) Alternate IV (AUG 2018) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

[X] (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C 632(a)(2)).

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (DEC 2015) (15 U.S.C. 637(m)).

[] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (DEC 2015) (15 U.S.C. 637(m)).

[] (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[X] (26) 52.222–19, Child Labor—Cooperation with Authorities and Remedies (JAN 2018) (E.O. 13126).

[X] (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (28)(i) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

[] (ii) Alternate I (FEB 1999) of 52.222-26.

[] (29)(i) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

[] (ii) Alternate I (JULY 2014) of 52.222-35.

[X] (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

[] (ii) Alternate I (JULY 2014) of 52.222-36.

[] (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

[] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (33)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).

[] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[] (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

[] (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[] (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[] (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (OCT 2015) of 52.223-13.

[] (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-14.

[] (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42 U.S.C. 8259b).

[] (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

[] (ii) Alternate I (JUN 2014) of 52.223-16.

[X] (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) [] (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (44) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[] (45) (i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

[] (ii) Alternate I (JAN 2017) of 52.224-3.

[] (46) 52.225-1, Buy American—Supplies (MAY 2014) (41 U.S.C. chapter 83).

[X] (47)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (MAY 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[] (ii) Alternate I (MAY 2014) of 52.225-3.

[] (iii) Alternate II (MAY 2014) of 52.225-3.

[] (iv) Alternate III (MAY 2014) of 52.225-3.

[] (48) 52.225–5, Trade Agreements (AUG 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (49) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (50) 52.225–26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

[] (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[] (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

[] (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[] (54) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (55) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Oct 2018) (31 U.S.C. 3332).

[] (56) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

[] (57) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[] (58) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[] (59) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(12)).

[] (60)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

[] (ii) Alternate I (Apr 2003) of 52.247-64.

[] (iii) Alternate II (FEB 2006) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495).

[] (2) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

[] (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[] (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (MAY 2014) (41 U.S.C. chapter 67).

[] (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67).

[] (8) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015).

[] (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

[] (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

(ii) 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)).

(iii) 52.204–23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115–91).

(iv) 52.219–8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219–8 in lower tier subcontracts that offer subcontracting opportunities.

(v) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(vi) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(vii) 52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

(viii) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

(x) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xii) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

(xiii)(A) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (MAY 2014) (41 U.S.C. chapter 67).

(xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67).

(xvi) 52.222-54, Employment Eligibility Verification (OCT 2015) (E. O. 12989).

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015).

(xviii) 52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

(xix)(A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(B) Alternate I (JAN 2017) of 52.224-3.

(xx) 52.225–26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause) D.3 VAAR 852.219-10 VA NOTICE OF TOTAL SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS SET-ASIDE (JUL 2016)(DEVIATION)

(a) Definition. For the Department of Veterans Affairs, “Service-disabled veteran-owned small business concern or SDVSOB”:

(1) Means a small business concern:

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans or eligible surviving spouses (see VAAR 802.201 Surviving Spouse definition);

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans (or eligible surviving spouses) or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran;

(iii) The business meets Federal small business size standards for the applicable North American Industry Classification System (NAICS) code identified in the solicitation document;

(iv) The business has been verified for ownership and control pursuant to 38 CFR 74 and is so listed in the Vendor Information Pages database, (https://www.vip.vetbiz.gov); and

(v) The business will comply with subcontracting limitations in 13 CFR 125.6, as…