S02 36C24222Q0070 - Surgical Instrument Solicitation.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 54

630-22-1-108-0011

36C24222Q0070 10-28-2021

Brooks Campbell, Janice 718-741-4320 11-09-2021

10:00AM EST

36C242

Department of Veterans Affairs

Network Contracting Office 2

James J. Peters VA Medical Center

130 West Kingsbridge Road

Bronx NY 10468-3904

X 100

X

811219

$22 Million

N/A

X

See Delivery Schedule

36C242

Department of Veterans Affairs

James J. Peters VA Medical Center

Network Contracting Office 2

Tungsten Network https://www.tungsten-network.com/ customer-campaigns/veteransaffairs/

See CONTINUATION Page

Provide "Surgical Instrument Maintenance Service Contract" for the New York Harbor Healthcare System, New York and

Brooklyn Campus.

Please review Statement of Work on page 4-9 and complete the Price Cost Schedule on page 10-11.

The deadline for the submittal of all questions is 2 November 2021, 3:00PM EST.

Contractors should pay close attention to Section: 52.212-1, 52.212-2 and Section D1 before submitting a quote.

See CONTINUATION Page

630-3620160-108-828100-2520 010040990

X X

X 1

Janice Brooks Campbell

Contracting Officer

36C24222Q0070

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 STATEMENT OF WORK

B.3 PRICE/COST SCHEDULE

SECTION C - CONTRACT CLAUSES

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

2018)

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

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

C.4 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL

CONTRACTORS (OCT 2021) (DEVIATION)

C.5 SUPPLEMENTAL INSURANCE REQUIREMENTS

C.6 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

C.7 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.8 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JUL 2021)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 NEW YORK WAGE DETERMINATION

D.2 NEW YORK HARBOR SPS INSTRUMENT INVENTORY LIST

D.3 BROOKLYN INSTRUMENT SPS TRAY INVENTORY

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JUL 2021)

E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.3 52.216-1 TYPE OF CONTRACT (APR 1984)

E.4 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.5 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.6 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (FEB 2021)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C242 Janice Brooks - Janice.Brooks@va.gov

Network Contracting Office 2

James J. Peters VA Medical Center

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly

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.

Tungsten Network https://www.tungsten-network.com/customer-campaigns/veteransaffairs/

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the

Solicitation numbered and dated as follows:

AMENDMENT NO DATE

https://www.tungsten-network.com/customer-campaigns/veteransaffairs/

B.2 STATEMENT OF WORK

FOR REUSABLE MEDICAL EQUIPMENT/SURGICAL INSTRUMENT

REPAIR AND REFURBISHMENT SERVICES

I. INTRODUCTION AND SCOPE OF WORK:

The Sterile Processing Services (SPS) at the Brooklyn and Manhattan Campuses of VA New

York Harbor Healthcare System (NYHHS) are seeking a contract for surgical instrument repair and refurbishment services, as well as assessment for replacement, for instruments used in operating room procedures. Additionally, this SOW contains Section V, for instructions regarding the Annual Surgical Instrument Tray Maintenance and Inspection.

Preventive maintenance (PM), scheduled repairs, refurbishment and assessment for replacement to all specialty trays by service (Ortho, ENT, etc.), scissors, needle holders, curettes, hemostats, graspers, laparoscopic instruments, surgical knives, etc. (See Section D.2 and D.3 for attached list of Manhattan and Brooklyn instrument trays currently owned by the facility).

These services are periodic in nature and are required to maintain the instruments in such condition that they may be operated in accordance with the intended manufacturer’s design and functional capacity with minimal incidence of malfunction or inoperative conditions.

The vendor shall ensure that the repairs and service functions are performed in conformance with specifications used by the instrument manufacturer. Vendor must provide current ISO

9001 certifications specific to medical devices.

The vendor will obtain the instrument trays from SPS and provide these services for sharpening, repairing (i.e., adjusting, aligning, straightening, and/or replacing parts), refurbishing, calibrating, ultrasonically cleaning, stain removal, polishing, and lubricating various individual surgical instruments sets and operating room (OR) procedural instrument trays; maintaining the equipment, and conducting insulation electrical safety inspection (as required by instrument type), including all emergency calls necessary between regular repairs. Ultrasonic cleaning and lubricating/milking will be done on all instruments, not just the instruments that require repair. SPS will provide the instruments individually or as components of a specialty tray. All instruments shall be maintained in proper operating conditions as specified by the original manufacturer.

Upon completion of repair, refurbishment, and testing of the submitted trays and instruments, the vendor must return the equipment to the SPS. The vendor must also provide a summary report upon delivery of processed instruments as described in Section II. Repairs will be completed either on location at each campus in a mobile repair vehicle, or offsite at the vendor’s repair facility.

NY Harbor Healthcare System consists of two campuses and services will be required at both campuses. Details of each campus is listed below:

Sterile Processing Service Manhattan Campus

423 East 23rd Street

Ground Floor

New York, NY 10010

Sterile Processing Service Brooklyn Campus

800 Poly Place

Basement Floor

Brooklyn, NY 11209

Scope and identification of all items to be covered will be obtained from the Chief, SPS and officially confirmed with contractor before award of contract.

II. PERIOD OF PERFORMANCE:

Base Year: 12/1/2021 – 11/30/2022

Option Year #1: 12/1/2022 – 11/30/2023

Option Year #2: 12/1/2023 – 11/30/2024

Option Year #3: 12/1/2024 – 11/30/2025

Option Year #4: 12/1/2025 – 11/30/2026

III. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES:

A. The vendor shall provide all necessary labor, equipment, materials, supervisor, test equipment, repair/replacement parts, travel and transportation for instrument sharpening/repair. This work will be performed monthly on site at both Brooklyn and

Manhattan Campuses. The SPS departments in Brooklyn and Manhattan are two separate services, only supporting their specific campus. All Brooklyn instruments must be maintained and returned to the SPS service at the Brooklyn campus. All Manhattan instruments must be maintained and returned to the SPS service at the Manhattan campus. Instruments that cannot be repaired onsite will be sent to the vendor’s repair facility. The contract includes all repairs, whether they are done onsite or offsite.

B. The repair vendor will provide multiple levels of repair service including, but not limited to two-hour turn-around, same-day turn-around, 24-hour turn-around, weekend service, mail-in/offsite repair service, in addition to onsite repair service.

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

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

C. The repair vendor will provide one to two (or more) technicians, depending on the site, for onsite repair so that entire services’ instrument trays can be repaired, refurbished.

D. The repair vendor must be capable of repairing 15 sets per visit at a minimum, with a maximum of 30 trays per visit.

E. The vendor will provide repairs, maintenance, and testing of surgical instruments. The vendor will return instruments in as good as new condition. The finish of the surgical instruments will be maintained to manufacturer’s specifications All instruments shall be repaired and maintained in proper operating conditions as specified by the original manufacturer.

F. The manufacturer’s part numbers, and catalog numbers shall be preserved on all repaired or refurbished instruments.

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

H. Surgical instrument maintenance and repair will be handled with care. The vendor will be required to test instruments for accurate alignment, sharpness, insulation and calibration.

For instance, the scissors should cut all the way through the top of the scissors without catching or snagging; the jaws of the rongeur should cut cleanly through an index card, and ¾ of the blades of the bone and pin cutters, as well as those of the nail nippers, should cut cleanly through an index card, etc.

I. The vendor must provide the Latex Free Scissor Test Band Rolls for use at each campus at no charge.

J. The vendor must provide one Laparoscopic Insulation Continuity Tester per campus at no charge and provide education upon request and as necessary to SPS

Technicians.

K. The vendor must be able to demagnetize instruments that require demagnetizing, e.g., needle holders.

L. The repair vendor will provide education regarding instrument repairs, instrument care and handling, instrument processing, power equipment repairs, laparoscopic continuity testing, and endoscopy instrument repairs. Programs must be accredited programs that offer CEU credits to SPS Technicians, Surgical Technicians, and/or Registered Nurses.

M. Instrument repairs will be completed onsite at each New York Harbor Healthcare Campus in a mobile repair lab/vehicle or within the hospital in a designated space. The mobile repair vehicle should be self-sustained with electrical power, air compressor, tools, etc.

Safety cones must be utilized around the perimeter of the mobile repair vehicle to ensure the safety of hospital and vendor staff. Any equipment needed to set up repair lab within the hospital must be done at the expense of the vendor.

N. Individual instrument repairs will be performed on weekends and/or Monday through

Friday between the hours of 8:00am – 4:00pm when necessary, excluding national holidays. Repair visits will be scheduled in advance with the respective Chief, SPS at each campus.

O. Instruments that cannot be repaired or refurbished due to cracking, pitting, corrosion, or exceeding life expectancy will be removed, marked or tagged for replacement, and returned to the Chief, SPS at each respective campus.

P. If an instrument needs to be sent out for third party repairs by the vendor, authorization must be obtained from the SPS Chief or designee from the campus the instrument originated from. All off site repairs shall be included in the monthly, flat-rate cost of this contract.

Q. The vendor will conduct a continuous review of the condition of the sets and make recommendations for adjusting the repair frequencies for individual sets and on-site repair visit frequency. SPS Chiefs or their designees determine which trays need review and repair by the vendor at the time of service.

R. The vendor shall make recommendations for surgical instrument replacement which may be pertinent to meet the scope of surgical trays completion. Repair of back up instruments must take place 2 times a year. The assessment of these instruments not requiring repair will be provided at no charge.

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

IV. DOCUMENTATION REQUIREMENTS:

A. At the conclusion of each service visit, the vendor must provide a summary report upon delivery of repaired instruments containing the following information: date of repair, instrument type, type of repair and the next date the instrument(s) should be given preventive maintenance. The report should be in an electronic format (e.g., MS Excel spreadsheet, MS

Word document, or a PDF).

B. Documentation of extensive repairs and/or recommendations for process improvements may be included in the report, along with before and after pictures, if appropriate.

C. All single instruments and surgical trays picked up/delivered by vendor will be properly listed on the report for accountability verification.

D. The service report will be checked against the instruments returned after repairs.

E. Stickers indicating the date that the tray has been serviced shall be put on all trays once the service is completed.

F. All service documentation will be maintained by SPS and made available to the COR as needed per contracting requirements.

V. SPS AND SURGICAL SERVICE OPERATING ROOM (OR) SUPPORT:

The VA Sterile Processing Service (SPS) will be the point of contact for all surgical instrument pickups and returns. The returned repaired instruments will be inspected in SPS. The Surgical

Service Operating Room will perform a serviceable quality check of instruments and any instruments that fail will be returned to SPS for re-processing to the vendor.

VI. ANNUAL SURGICAL INSTRUMENT TRAY MAINTENANCE AND INSPECTION

(BY SPECIALTY):

A. Specialty surgical instruments maintenance and repairs should be performed in the vendor’s mobile repair vehicle during the monthly service visit at each campus, or offsite, at the vendor’s repair facility.

B. All instruments that can be disassembled will be disassembled and undergo a detailed vendor inspection. Pictures will be provided.

C. 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.

D. Instruments such as Kerrison, Rongeurs, Biopsy Punches, Graspers, Scissors, and

Endoscopic – Arthroscopic devices will be disassembled for maintenance and repaired.

They will also be sharpened and aligned in accordance with the manufacturer’s original specifications.

E. Surgical Picks, Nerve Hooks, Needle Holders, etc., will be straightened or aligned as to maintain their original manufacturer’s configuration.

F. Specific custom-made instruments will be repaired in coordination with operating room surgeons (end user) specifications and in accordance with the manufacturer’s original design specifications.

G. Suction tubes (Poole, Adson, Frazier Baron, and Yankauer) will be inspected, and interior lumen flushed and inspected.

H. All instruments will be stain-free with a finish that complies with the manufacturer’s specifications.

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

VII. VA MONITORING OF PROGRESS AND COMPLIANCE:

A. Continuous instrument repair quality improvement monitoring and turnaround time as well as contract compliance will be monitored by the Chiefs, SPS at each campus and the

Contracting Officer Representative (COR).

B. The COR will designate appropriate VA personnel to monitor vendor employee work hours/services through one or a combination of the following mechanisms:

1. The COR jointly with the Chief, Sterile Processing Service (SPS) will monitor

Vendor 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. The vendor's employee(s) shall report to SPS upon arrival at NYHHS’ Campus for the pickup and return of instruments.

2. The COR will be responsible for verifying contract compliance through the direct technical oversight by the SPS Chief. The SPS Chief will be the expert and authority for any technical issues regarding the performance of the contract. Any incidents of Vendor noncompliance as evidenced by the monitoring procedures will be forwarded immediately to the Contracting Officer by the COR.

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

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

12.00 MO __________________ __________________

SURGICAL INSTRUMENT MAINTENANCE AND REPAIR SERVICE,

BROOKLYN CAMPUS

Contract Period: Base

POP Begin: 12-01-2021

POP End: 11-30-2022

MANHATTAN CAMPUS

Contract Period: Base

POP Begin: 12-01-2021

POP End: 11-30-2022

Contract Period: Option 1

POP Begin: 12-01-2022

POP End: 11-30-2023

Contract Period: Option 1

POP Begin: 12-01-2022

POP End: 11-30-2023

Contract Period: Option 2

POP Begin: 12-01-2023

POP End: 11-30-2024

Contract Period: Option 2

POP Begin: 12-01-2023

POP End: 11-30-2024

Contract Period: Option 3

POP Begin: 12-01-2024

POP End: 11-30-2025

Contract Period: Option 3

POP Begin: 12-01-2024

POP End: 11-30-2025

Contract Period: Option 4

POP Begin: 12-01-2025

POP End: 11-30-2026

Contract Period: Option 4

POP Begin: 12-01-2025

POP End: 11-30-2026

GRAND TOTAL __________________

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

ITEMS (OCT 2018)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any

Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the

Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR

52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds

Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other

Than System for Award Management), or applicable agency procedures.

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

EFT.

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act

(31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

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

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

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

Contractor shall—

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the

Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in

32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31

U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;

18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety

Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the

EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the

Government or any Government authorized end user to such clause.

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

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

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

(End of Clause)

ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

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

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

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

(End of Clause)

FAR

Number

Title Date

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST JUN 2020

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

JUN 2020

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON

POSTCONSUMER FIBER CONTENT PAPER

MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

AUG 2020

52.228-5 INSURANCE—WORK ON A GOVERNMENT JAN 1997

INSTALLATION

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

852.242-71 ADMINISTRATIVE CONTRACTING OFFICER OCT 2020

(End of Addendum to 52.212-4)

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

2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30;

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

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

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

(End of Clause)

C.4 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR

FEDERAL CONTRACTORS (OCT 2021) (DEVIATION)

(a) Definition. As used in this clause - United States or its outlying areas means— (1) The fifty States; (2)

The District of Columbia; (3) The commonwealths of Puerto Rico and the Northern Mariana Islands; (4)

The territories of American Samoa, Guam, and the United States Virgin Islands; and (5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway

Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety

Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on

September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through

Frequently Asked Questions, as amended during the performance of this contract, for contractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition

Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

(End of clause)

C.5 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.6 52.237-3 CONTINUITY OF SERVICES (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The

Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

C.7 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.]

[] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation

Factors.

[] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[X] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in

Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[X] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause)

C.8 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—

MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes VAAR 852.219-10 VA Notice of Total Service- Disabled Veteran-Owned

Small Business Set-Aside.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the

FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) All support contractors conducting this review on behalf of VA will be required to sign an

“Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the Contractor's business records or other proprietary data reviewed or obtained in the course of assisting the Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

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

Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause)

C.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JUL 2021)

(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) 52.204–25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115–232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 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:

[X] (1) 52.203–6, Restrictions on Subcontractor Sales to the Government (JUN 2020), 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 (JUN 2020) (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 (JUN 2020)

(Pub. L. 109–282) (31 U.S.C. 6101 note).

[] (5) [Reserved]

[X] (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)…