36C26318Q0370-001.docx

36C26318Q0370

OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL

BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

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 SI

GN 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. SIGN

ATURE 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

618-18-2-030-0002 36C26318Q0370 02-20-2018 David A. Raad 605-720-6851 03-02-2018 2:00 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade SD 57741 David A. Raad david.raad@va.gov X X Y 811219 $20.5 Million X N/A X Department of Veterans Affairs VA Black Hills HCS Fort Meade Campus 113 Comanche Rd.

Fort Meade SD 57741 Department of Veterans Affairs Network 23 Contracting Office (NCO 23) 113 Comanche Rd.

Fort Meade SD 57741

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 X See CONTINUATION Page This Solicitation is to provide service to the Minneapolis VAMC, Minneapolis, MN.

Important Notice to Offerors:

Review and follow INSTRUCTIONS TO OFFERORS in Clause 52.212-1 Addendum.

Note block 30 - this document must be signed and returned to the Contracting Officer by the Offer Due Date in order to be considered. Please e-mail ALL required and completed documents to:

David A. Raad david.raad@va.gov ***Submit any questions written via e-mail; no telephonic questions will be accepted. Responses to questions pertaining to this solicitation will be provided through February 28, 2018.

See CONTINUATION Page

618-3680160-030-828100 STERILE PROCESSI

2580 Non-Medical Contract and-0100441S8 618-18-2-030-0002 X X X 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 36C568 Department of Veterans Affairs Network 23 Contracting Office (NCO 23)

113 Comanche Rd.

Fort Meade SD 57741

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

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

B.2 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2016)

(a) Definitions. As used in this provision— Electronic Funds Transfer (EFT) indicator means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

Registered in the System for Award Management (SAM) database means that—

(1) The Offeror has entered all mandatory information, including the unique entity identifier and the EFT indicator, if applicable, the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14) into the SAM database;

(2) The offeror has completed the Core, Assertions, and Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The offeror will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

Unique entity identifier means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See http://www.sam.gov for the designated entity for establishing unique entity identifiers.

(b)(1) By submission of an offer, the Offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation ‘‘Unique Entity Identifier’’ followed by the unique entity identifier that identifies the Offeror’s name and address exactly as stated in the offer. The Offeror also shall enter its EFT indicator, if applicable. The unique entity identifier will be used by the Contracting Officer to verify that the Offeror is registered in the SAM database.

(c) If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for establishment of the unique entity identifier directly to obtain one. The Offeror should be prepared to provide the following information:

(1) Company legal business name.

(2) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(3) Company physical street address, city, state, and Zip Code.

(4) Company mailing address, city, state and Zip Code (if separate from physical).

(5) Company telephone number.

(6) Date the company was started.

(7) Number of employees at your location.

(8) Chief executive officer/key manager.

(9) Line of business (industry).

(10) Company headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) Offerors may obtain information on registration at https://www.acquisition.gov.

(End of Provision) B.3 52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY CONTRACTS (OCT 2016)

(a) Definition.

First-tier subcontract means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor's supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor's general and administrative expenses or indirect costs.

(b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed during the preceding Government fiscal year (October 1-September 30) under this contract for orders that exceed the thresholds established in 4.1703(a)(2).

(c) The Contractor shall report the following information:

(1) Contract number and order number.

(2) The total dollar amount invoiced for services performed during the previous Government fiscal year under the order.

(3) The number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year.

(4) Data reported by subcontractors under paragraph (f) of this clause.

(d) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (See SAM User Guide). If the Contractor fails to submit the report in a timely manner, the Contracting Officer will exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor's failure to comply with the reporting requirements a part of the Contractor's performance information under FAR subpart 42.15.

(e) Agencies will review Contractor reported information for reasonableness and consistency with available contract information. In the event the agency believes that revisions to the Contractor reported information are warranted, the agency will notify the Contractor no later than November 15. By November 30, the Contractor shall revise the report, or document its rationale for the agency.

(f)(1) The Contractor shall require each first-tier subcontractor providing services under this contract, with subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed information to the Contractor in sufficient time to submit the report:

(i) Subcontract number (including subcontractor name and unique entity identifier), and

(ii) The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous Government fiscal year.

(2) The Contractor shall advise the subcontractor that the information will be made available to the public as required by section 743 of Division C of the Consolidated Appropriations Act, 2010.

(End of Clause)

B.4 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.

36C26318Q0370 The following clauses are incorporated into 52.212-4 as an addendum to this contract:

Page 1 of Page 1 of Surgical Instruments: Maintenance, Inspection, Testing and Repair

1. General Information

The Minneapolis VA Medical Center (MVAMC) is currently seeking a company that can provide a maintenance program for surgical instrumentation used in surgical and clinical procedures; including preventative maintenance, repair, refurbish and recommendation for replacement. Sterile Processing Services at the MVAMC is a 24/7 department servicing the facility’s 18 operating rooms, 2 hybrid ORs, 4 cath labs, and multiple specialty clinics that provide invasive procedures. Surgical Services include: Orthopedic, Cardiovascular, Thoracic, General, Urology, Optometry, Neurology Gynecology, Audiology, Oncology, and ENT Specialties.

The contractor shall provide Preventive Maintenance (PM) and As-Needed Repair, which may consist of aligning, calibrating, refurbishing, cleaning, stain removal, polishing, sharpening, oiling, straightening, adjusting, replacing parts, and maintaining the equipment, including all emergency calls necessary between regular maintenance.

The scheduled pick up for repairs will occur at a minimum of twice a week. Preventive Maintenance of individual surgical pans will occur at a minimum of yearly. Instrumentation includes a wide variety of general and specialty surgical tools, but is not limited to: curettes, hemostats, scissors, graspers, laparoscopic instruments, rongeurs, surgical knifes, power equipment (camera, drills & saws), etc. This contract will not include flexible endoscopes.

2. Introduction and Scope of Work

Vendor shall provide preventative maintenance and repair services for various surgical and procedural instruments, in accordance with the original manufactures instructions, to include but not limited to; sharpening, adjusting, aligning, straightening, refurbishing, calibrating, cleaning, stain removal, polishing, oiling, adjusting, and replacement of parts. Instruments will be provided individually or as components of a specialty tray.

All preventative maintenance required by the Manufacture 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, is required to be completed. All instruments shall be maintained in proper operating conditions, and must also be in compliance with ANSI-AAMI ST-79:2010 Part 7.7 (Servicing and Repairs of Devices in the Health Care Facility), and ISO-9001 standards.

Vendor will supply document clarifying company’s scope of work, in which will state what type of work will be able to be accomplished on-site, locally and what will need to be sent to a 3rd party vendor. All 3rd party repairs need to be authorized by the Chief of SPS, or designee.

Instruments are to be retrieved from and delivered to the Sterile Processing Services Department (SPS) located in VA Medical Center at One Veteran’s Drive, Minneapolis, MN 55417. Contact phone number: 612-725-2537.

3. Specific Mandatory Task and Associated Deliverables

3.1 The Contractor's employee(s) shall report to Sterile Processing Services (SPS) upon arrival at the MVAMC for the pickup and return of instruments. Departmental contacts include: Chief of SPS, Assistant Chief of SPS, Quality Assurance Technician and/or the Program Support Assistant.

3.2 Provide preventative maintenance, testing and repairs, of all surgical instruments owned by the MVAMC, including, but not limited to: orthopedic (including pneumatic orthopedic instruments), neurological, laparoscopic, cardiovascular/vascular, ENT, gynecological, bariatric and gastrointestinal. See Appendix A for list of surgical pans, and volume of instrumentation, owned by facility.

3.3 Maintenance and repair will be handled with care. All maintenance required by the Manufacture 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, are required to be completed. The contractor will return instruments in as good as new condition.

3.4 If an instrument is unable to be repaired, instrument must be returned to MVAMC with documentation of inability-to-repair.

3.5 All returned, inspected and repaired instruments will be stain free and polished to a mirror finish, while maintaining QR code and instrument catalog number.

3.6 All instruments will have their QR code verified at each inspection and repair, and re-etched if necessary. If instrument does not have said barcode, vendor agrees to apply one. Vendor will be asked to etch barcodes on all new instrumentation. Sterile Processing will provide the barcodes for the chemical etching process.

3.5 All single instruments and surgical trays picked up/delivered by the contractor will be properly listed for accountability verification.

3.6 Vendor will provide maintenance and repair for rigid instrument containers to ensure that all lid gasket vent devices are fully functional, in accordance with manufacturer specifications.

3.7 The contractor must provide a summary document upon delivery of processed instruments containing the following information; date of repair, instrument type, type of repair, and cost.

3.8 Vendor will communicate with facility if an instrument is going to take longer than expected to repair. When other instruments from the same invoice are returned to the facility, an estimated date of completion and cause of delay should be documented. No partial invoices can be submitted for payment until instruments have completed their required repairs.

3.9 If an instrument needs to be sent out for third party repairs by the contractor, the contractor must obtained the verbal approval of the MVAMC SPS Chief, or designee, prior to doing so.

3.10 The Vendor will provide a clear pricing structure, with details of any tiered billing.

4. Preventative Maintenance (By Specialty) Surgical Instrument Trays

4.1 Preventative Maintenance (PM) of Surgical Instruments will be done by the inspection of entire trays. All trays will be done at a minimum of annually, according to Appendix B: Preventative Maintenance Schedule.

4.2 Maintenance is preferred to be performed in the contractor’s mobile unit, on the grounds of the Minneapolis VA Medical Center. If it is believed a better inspection can be completed off-site, arrangements can be made with Chief of SPS. If Off-Site inspection is recommended, instrument tray MUST be returned within 2 business days.

4.3 During Preventative Maintenance inspections, instruments will also be sharpened, adjusted, aligned, straightened, refurbished, calibrated, cleaned, oiled, and parts replaced in accordance with the manufacturer’s original specifications and configuration, in compliance with ANSI-AAMI ST-79 part 7.7. Any stains, sharp edges and/or scratches will be removed. Instruments should have a mirror finished appearance, with the exception of the QR Code and instrument catalog number, on return.

4.4 Instruments will not be altered, changed or tampered with and will be repaired following manufacturers original design specifications and in compliance with ANSI-AAMI ST-79 part 7.7.

4.5 All instruments that can be disassembled, will be disassembled, and undergo a detailed contractor inspection.

4.6 All cannulated items will have interior lumen flushed and visually inspected.

5. General Repair of Surgical and Procedural Instrumentation

5.1 Individual instrument repairs will be arranged for two days a week, and must be performed Monday through Friday between the hours of 8:00am – 4:00pm, excluding weekends and national holidays. Instruments should be returned only via: Vendor (Hand Delivery) or Courier Services (not parcel post, FedEx, etc.).

5.2 Instruments will also be sharpened, adjusted, aligned, straightened, refurbished, calibrated, cleaned, oiled, and parts replaced in accordance with the manufacturer’s original specifications and configuration, in compliance with ANSI-AAMI ST-79 part 7.7. Any stains, sharp edges and/or scratches will be removed. Instruments should have a mirror finished appearance, with the exception of the QR code and instrument catalog number, on return.

5.3 If any repair is estimated to be more than 50% of the replacement cost, approval must be sought from the Chief of SPS, or designee.

5.4 Vendor Representative will meet with SPS Chief monthly about observations of trends in repairs and potential areas for increased education or cost saving initiatives. Frequency of this meeting is subject to change at any time during this contract period, based on Facility’s need.

5.5 Delicate sharp, pointed instruments will be returned covered with appropriate tip protectors.

5.6 Single instrument sent out to third-party for repairs will be returned no later than 7 business days. All 3rd party repairs need to be authorized by the Chief of SPS, or designee.

5.7 All Urgent instrument repairs will have a 48-hour turnaround time.

5.8 All Emergency Instrument Repairs will have a 24-hour turnaround time.

5.9 If an instrument is un-repairable the contractor will notify Sterile Processing Services (SPS) Tel. (612) 725-2537 for further instructions.

5.10 The contractor shall provide repair service invoices. All correspondence invoices shall include the current contract number. Billings shall be made in by certified invoice.

5.11 All repairs shall be completed according with all terms within this Statement of Work.

6. VA Monitoring:

6.1 The contractor shall make recommendations for surgical instrument replacement, which may be pertinent to meet the scope of surgical trays completion.

6.2 Continued instrument repairs, quality improvement monitoring, and turnaround time, as well as contract compliance, will be progressively and jointly monitored by the VA SPS and Surgical Service COR.

6.3 COR will designate appropriate VA personnel to monitor contractor employee work hours/services through one or a combination of the following mechanisms:

6.3.1 The COR jointly with the Chief of SPS will monitor Contractor instrument pick-up and drop-off through written logs and schedules, to ensure that services called for in the contract have been received by the VA.

6.3.2 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.

6.3.3 Periodic Customer Service interviews with End Users, to user quality work are being performed to their standards.

6.4 VA will pay only for services actually performed at VA and at the contractor’s location, and in strict accordance with the schedule of prices/costs shown in the schedule of items. Contract monitoring and recordkeeping procedures will be sufficient to ensure proper payment and allow audit verification that services were provided.

6.5 Any incidents of Contractor noncompliance as evidenced by the monitoring procedures will be forwarded immediately to the Contracting Officer (CO) by the COR.

6.6 Weekly invoices will be submitted to the Chief of SPS, or designee at the beginning of the contract, until it is determined that billing documentation meets requirements. Weekly invoices must be approved by MVAMC prior to the monthly invoices being submitted to Financial Services Center in Austin, Texas by the contractor. The COR will verify that services were actually performed against contractors certified delivery repairs document. Only after verification are invoices certified for payment.

6.7 A full billing catalog must be provided to MVAMC, to facilitate billing audits.

7. Vendor/Contractor Requirements

7.1 Vendor will provide documentation of staff training, competencies and any pertinent certifications, in relation to the repairs they will be conducting.

7.2 The contractor performing the repairs, maintenance and inspections of surgical instruments shall be ISO-9001 certified, or moving towards certification.

7.3 Contractor shall be compliant with relevant VA Policies and with AAMI ST-79:2010 Part 7.7 standards (Servicing and Repairs of Devices in the Health Care Facility).

7.4 A Mobile Repair Unit is required, and will properly display the contractor’s name and permit numbers. The mobile unit should be self-sustained with electrical power, air compressor, etc.

7.5 The contractor will provide a minimum 3 references listing customers name, address, timeline of services, and phone numbers of contacts. They will also have a minimum of 5 years’ experience providing these services to Hospital or Major Medical Center.

7.6 Vendor will provide VA SPS staff with two (2) CEU eligible in-services, on instrumentation, per year.

8. Documentation Requirements

8.1 Contractor will sign out all instruments /surgical trays removed from MVAMC for repairs.

8.2 Repaired instruments returned to SPS will be on a detailed list document provided by the contractor containing the following information; date of repair, instrument type, type of repair, and cost.

8.3 The hand-written checklist/delivery slip will be checked against the instruments returned after repairs.

8.4 A quarterly Surgical Instrument Trays Maintenance Inspection certification shall be provided to the COR.

9. SPS and Surgical Service Operating Room (OR) Support

The VA SPS will be the point of contact for all surgical instrument pickups and returns. The returned repaired instruments will be inspected and reprocessed in SPS. Any instruments that fail the quality check by the OR will be re-processing by SPS and returned to the contractor for additional repairs, at no additional cost to the facility.

10. Security Clearance

10.1 Contractor shall be required to: Individual employees that regular access the MPLS VAMC will be required to compete background checks with the VA Police.

10.2 An ID badge will be issued by the VA Police which needs to be presented by contractor’s employee at the VA entrance security check points. The issued badge is for official pickup and deliveries of surgical instruments and trays.

10.3 Contractor mobile unit(s) shall be registered with the MVAMC Police Department.

B.5 PRICE/COST SCHEDULE

Contract Ceiling Price is $3,000,000.00 Contract guaranteed minimum is $15,000.00

ITEM INFORMATION

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

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

J--PMI Micro and Surgical Instruments Page of 3 See attached document: SURGICAL INSTRUMENT WORKSHEET.

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SECTION C - CONTRACT CLAUSES

C.1 SUPPLEMENTAL INSURANCE REQUIREMENTS

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

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

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

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

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

(End of Clause) C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (NOV 2017)

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

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

(4) 52.233-4, Applicable Law for…