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36C24120Q0279 Contract Opportunity Combined Synopsis/Solicitation Notice

CLASSIFICATION CODE

SUBJECT

CONTRACTING OFFICE'S

ZIP-CODE

SOLICITATION NUMBER

RESPONSE DATE (MM-DD-YYYY)

ARCHIVE

DAYS AFTER THE RESPONSE DATE

RECOVERY ACT FUNDS

SET-ASIDE

NAICS CODE

CONTRACTING OFFICE

ADDRESS

POINT OF CONTACT

(POC Information Automatically Filled from User Profile Unless Entered)

DESCRIPTION

See Attachment

AGENCY'S URL

URL DESCRIPTION

AGENCY CONTACT'S EMAIL

ADDRESS

EMAIL DESCRIPTION

ADDRESS

POSTAL CODE

COUNTRY

ADDITIONAL INFORMATION

GENERAL INFORMATION

PLACE OF PERFORMANCE

* = Required Field Contract Opportunity Combined Synopsis/Solicitation Notice Histology Reagents and Supplies 06516 36C24120Q0279 04-23-2020 N

SBA

325413 Department of Veterans Affairs VA Connecticut Healthcare System 950 Campbell Avenue West Haven CT 06516 Earl Johnson 203-932-5711 Ext. 3535 Department of Veterans Affairs VA Connecticut Healthcare System 950 Campbell Avenue West Have, CT 06516

USA

EarlCi.Johnson@va.gov Contracting Specialist This is a combined synopsis/solicitation for commercial services/items prepared in accordance with the format in FAR Subpart 12.6 in conjunction with FAR Part 13, as supplemented with additional information included in this notice.

Submit written offers in accordance with Addendum to FAR 52.212-1, Instruction to Offerors outlined in pages 17-18 of this solicitation. Oral quotes will not be accepted. This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2020-04 / 01-15-2020. North American Industrial Classification Standard (NAICS) 325413, In-Vitro Diagnostic Substance Manufacturing, with a Size Standard of 1250, apply to this procurement. This acquisition is 100% set-aside for Small Business.

VISN 1 VA Healthcare System intends to award a IDIQ contract for Histology Reagents and Supplies for equipment currently in place. This procurement is being conducted under FAR Part 13 – Simplified Acquisition Procedures. The Government intends to award an IDIQ Contract from this Combined Synopsis.

This procurement is a Small Business set-aside and all eligible quoters are encouraged to submit quotes. To be eligible for award quoter must be registered with the System for Award Management (SAM) (https://www.sam.gov) at the time of award.

1. Quote shall be valid 60 days for the close of this solicitation.

1. Quotes are due on April 23, 2020 at 12:00 p.m. Local time (GMT-4). Quotes will only be accepted by email to: Contract Specialists Earl Johnson, EarlCi.Johnson@va.gov

This is a combined synopsis/solicitation for commercial services/items prepared in accordance with the format in FAR Subpart 12.6 in conjunction with FAR Part 13, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a separate written solicitation will not be issued. This combined synopsis/solicitation is issued as a Request for Quote (RFQ) 36C24120Q0279.

Submit written offers in accordance with Addendum to FAR 52.212-1, Instruction to Offerors outlined in pages 17-18 of this solicitation. Oral quotes will not be accepted. This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2020-04 / 01-15-2020. North American Industrial Classification Standard (NAICS) 325413, In-Vitro Diagnostic Substance Manufacturing, with a Size Standard of 1250, apply to this procurement. This acquisition is 100% set-aside for Small Business.

VISN 1 VA Healthcare System intends to award a IDIQ contract for Histology Reagents and Supplies for equipment currently in place. All products must be FDA Approved, and compatible to testing equipment.

This procurement is being conducted under FAR Part 13 – Simplified Acquisition Procedures. The Government intends to award an IDIQ Contract from this Combined Synopsis.

This procurement is a Small Business set-aside and all eligible quoters are encouraged to submit quotes. To be eligible for award quoter must be registered with the System for Award Management (SAM) (https://www.sam.gov) at the time of award.

1. Quote shall be valid 60 days for the close of this solicitation.

1. Please see RFQ for detailed description of requirements.

1. All requests for clarification are due to the NCO 1 West Haven, CT not later than April 15, 2020, 12:00 p.m. time (GMT-4). The Government reserves the right to not answer questions submitted after this time.

1. Quotes are due on April 23, 2020 at 12:00 p.m. Local time (GMT-4). Quotes will only be accepted by email to: Contract Specialists Earl Johnson, EarlCi.Johnson@va.gov Table of Contents

SECTION B - CONTINUATION OF COMBINED SYNOPSIS BLOCKS6
B.1 CONTRACT ADMINISTRATION DATA6
B.2 STATEMENT OF WORK7
B.3 PRICE/COST SCHEDULE12
ITEM INFORMATION12
B.4 DELIVERY SCHEDULE13
SECTION C - CONTRACT CLAUSES14
C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)14
C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)20
C.3 52.216-18 ORDERING (OCT 1995)20
C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)20
C.5 52.216-20 DEFINITE QUANTITY (OCT 1995)21
C.6 52.216-21 REQUIREMENTS (OCT 1995)21
C.7 52.216-22 INDEFINITE QUANTITY (OCT 1995)22
C.8 52.217-5 EVALUATION OF OPTIONS (JUL 1990)23
C.9 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)23
C.10 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)23
C.11 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)23
C.12 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)23
C.13 52.219-18 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) PARTICIPANTS (JAN 2017) ALTERNATE II (DEC 1996)24
C.14 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)25
C.16 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (OCT 2019)25
C.17 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)25
C.18 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)26
C.19 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)26
C.20 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)27
C.21 VAAR 852.246-71 REJECTED GOODS (OCT 2018)28
C.22 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)28
C.23 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN 2008)29
C.24 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2020)29
C.25 GRAY MARKET LANGUAGE (MAY 2016)36
SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS37
SECTION E - SOLICITATION PROVISIONS37
E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (OCT 2018)37
E.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)41
E.3 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (DEC 2019)41
E.4 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION (OCT 2018)43
E.5 VAAR 852.252-70 SOLICITATION PROVISIONS OR CLAUSES INCORPORATED BY REFERENCE (JAN 2008)43
E.6 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)44
E.7 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS (DEC 2019)44

SECTION B - CONTINUATION OF COMBINED SYNOPSIS 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 36C241 Julie Lemire Department of Veterans Affairs VA Connecticut Healthcare System 950 Campbell Street West Haven CT 06516

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
[]
52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly[]
b. Semi-Annually[]
c. Other[X] Upon delivery, inspection, and acceptance by the Government.

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

Department of Veterans Affairs Financial Services Center VAAR Clause 852.232-72 http://www.fsc.va.gov/einvoice.asp

ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

AMENDMENT NO
DATE

B.2 STATEMENT OF WORK

THE ITEMS LISTED BELOW WILL BE ORDERED ON AN AS NEEDED BASIS FOR HISTOLOGY REAGENTS AND SUPPLIES.

1. THE MINIMUM ACCEPTED OUTDATE FOR REAGENTS AND SUPPLIES IS 6 MONTHS.

2. VENDOR WILL MAINTAIN SUPPLIES IS AVAILABLE THROUGHOUT THE PERFORMANCE OF THE CONTRACT.

3. ALL ALERTS/NOTIFICATION OF DELAYS AS WELL AS ANY OR ALL TECHNICAL ADVISORY/RECALLS/ALERTS WILL BE FORWARDED TO THE DESIGNATED POINT OF CONTACT FOR THE VA.

4. THERE WILL BE NO SHIPPING CHARGES TO FOB DESTINATION

5. ALL DELIVERIES WILL GO TO THE WAREHOUSE

MANUFACTURER
PRODUCT CODE
PRODUCT DESCRIPTION
PACKAGE SIZE
Annual usage
PRICE per package
Expanded Cost
FISHER SCIENTIFIC
23245684
10% Neutral Buffered Formalin, Fisher Scientific
CASE OF 4
31
LEICA
3800145ACS
2450 1 Premier Cover Glass
CASE
10
LEICA
14047432273
Activated Carbon Filter
EACH
4
LEICA
14046435914
Activated Carbon Filter
EACH
1
LEICA MICROSYSTEMS
CS9100
BOND ASPIRATING PROBE CLEANING KIT
EACH
1
LEICA MICROSYSTEMS
S21.4611
BOND COVERTILES
EACH
1
LEICA
AR9222
BOND DEWAX SOLUTION
EACH
5
LEICA
AR9551
BOND ENZYME PRETREATMENT KIT
EACH
1
LEICA
S21.1971
BOND MIXING STATIONS
5/PACK
1
LEICA
OP79193
BOND OPEN CONTAINERS 7ML
10/PACK
1
LEICA
DS9800
BOND POLYMER REFINE DETECTION Kit
EACH
5
LEICA
S21.4610.A
BOND PRINTER RIBBON & LABELS Cognitive label/ ribbon 6 pack
6/PACK
1
LEICA
OPT9719
BOND TITRATION INSERTS 50 X
50/PACK
1
LEICA
OPT9049
BOND TITRATION KIT
10/PACK
1
LEICA
AR9961
BOND TM EPITOPE RETRIEVAL 1 - 1L
EACH
8
LEICA
AR9640
BOND TM EPITOPE RETRIEVAL 2 - 1L
EACH
9
LEICA
AR9352
BOND TM PRIMARY ANTIBODY
milliliter
1
LEICA
AR9590
BOND TM WASH SOLUTION 10X CONCENTRATE 1L
EACH
5
LEICA
S21.2001
BOND UNIVERSAL COVERTILES -100PACK
100/PACK
1
LEICA MICROSYSTEMS
PA0088
CD138 ANTIBODY
EACH
1
LEICA MICROSYSTEMS
PA0200
CD20
EACH
1
LEICA
PA0553
CD3 BOND RTU Primary 7ML
EACH
1
LEICA MICROSYSTEMS
PA0212
CD34
EACH
1
LEICA
PA0042
CD45 BOND RTU Primary 7ML
EACH
1
LEICA
PA0375
CDX2 (EP25) BOND RTU 7ML
EACH
1
LEICA
DS9665
CHROMOPLEX 1 DUAL DETECTION
EACH
5
LEICA
PA0022
CYTOKERATIN 20 BOND RTU 7ML
EACH
1
LEICA
PA0942
CYTOKERATIN 7 BOND RTU 7ML
EACH
2
GRAINGER INC
6GRA3 D3951
D3951 Tacky Mat Clear 24"X36" in Pk 4
4/PACK
4
LEICA
3801320
EMBEDDING MEDIUM 10-2LB bags
10-2LB BAGS
11
VRW SCIENTIFIC
89508-402
Encore Premium Microtome Blades
BOX OF 50
20
CREATIVE WASTE SOLUTIONS
AMW-3000
Epic Slides White Charged
CASE
11
STATLAB MEDICAL PRODUCTS INC
FGP0811
Formaguard Plus Neutralizing Pads 8x11 25/pk
25/PACK
26
ELECTRON MICROSCOPY SCIENCES
62593-70
Fume Filter 2 case
2 PER PACK
1
Government Scientific Source
PM405AA
GATA 3, BIOCARE
EACH
1
MERCEDES MEDICAL SUPPLY
MER 500PLUS
HISTOLOGY MICROTOME BLADES,HIGH PROFILE PLATINUM
50PK
6
SANTA CRUZ BIOTECHNOLOGY
SC271408
INSM1 CLONE A-8, 200 μg/ml
EACH
1
Government Scientific Source
API3149AA
KAPPA, BIOCARE
EACH
1
LEICA MICROSYSTEMS
PA0118
KI 67
EACH
1
FISHER SCIENTIFIC
06666A
kim wipes (4.4 x 8.4 in)
1 pk
70
Government Scientific Source
API3063AA
LAMBDA, BIOCARE
EACH
1
LEICA
39602004
Leica- PARAPLAST PLUS 8/1kg/cs
CASE
20
AGILENT TECHNOLOGIES
M082101-2
Mo a Hu Cytoker cl MNF 116 1ML CONCENTRATE
EACH
1
LEICA
PA0064
NAPSIN A (IP64) BOND RTU 7ML
EACH
1
FISHER SCIENTIFIC
23245669
OG-6 PAP STAIN 4L
4L
1
LABCONCO CORP
6961300
Organic Filter for Fume
EACH
1
BIOCARE MEDICAL LLC
API3066AA
P40 6ML PREDILUTE
EACH
3
FISHER SCIENTIFIC
0980518F
Paper Fltr Fold 38.5mm
100/pk
1
FISHER SCIENTIFIC
13-374-16
PARAFILM 2in. W x 250 ft. L
EACH
4
MOPEC INC
BE045
PATHCLOUD Foaming Disinfectant
EACH
1
BIOCARE MEDICAL LLC
API 3154 DS AA
PIN 4 COCKTAIL (CK HMW+P63+AMACR)
EACH
7
FISHER SCIENTIFIC
23245698
PROTOCOL DECALCIFYN SOL A IL
1 L
1
FISHER SCIENTIFIC
23245682
PROTOCOL DECALCIFYN SOL B 1L (for bone)
1 L
1
FISHER SCIENTIFIC
23245653
PROTOCOL GILL HEMATOXYLIN 1X
4L
2
LIFE TECHNOLOGIES
21870076
RPMI 1640
EACH
8
HAZ FEE
HAZ FEE
Shipping charges for any chemical
EACH
8
FISHER SCIENTIFIC
A83910001
SLIDEMATE AS THERMAL TRANSFER RIBBONS
EACH
1
BIOCARE
API3099AA
SOX 10
EACH
1
THERMO SHANDON
6766007
Stain Eosin Y Alc Shndn 2 x 1LT
2x1LT
1
FISHER SCIENTIFIC
22050210
STAIN PAPANICOLAOU EA-50
4 L
1
LEICA
PA0299
SYNAPTOPHYSIN BOND RTU Primary 7ML
EACH
1
SAKURA FINETEK
4583
Tissue Tek OCT COMPOUND 12/case
CASE
5
SAKURA FINETEK
6045
Tissue Tek VIP 6 6AI PARAFFIN WASTE BAGS FOR VIP6
EACH
1
BIOCARE
PM087AA
TTF-1
EACH
1

TOTAL

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM NUMBER
DESCRIPTION OF SUPPLIES/SERVICES
QUANTITY
UNIT
UNIT PRICE
AMOUNT
1.00
YR
__________________
__________________

Histology Reagents and Supplies. Refer to Statement of Work for required items.

Contract Period: Base POP Begin: 05-01-2020 POP End: 04-30-2021

1.00
YR
__________________
__________________

Histology Reagents and Supplies. Refer to Statement of Work for required items.

Contract Period: Option 1 POP Begin: 05-01-2021 POP End: 04-30-2022

1.00
YR
__________________
__________________

Histology Reagents and Supplies. Refer to Statement of Work for required items.

Contract Period: Option 2 POP Begin: 05-01-2022 POP End: 04-30-2023

1.00
YR
__________________
__________________

Histology Reagents and Supplies. Refer to Statement of Work for required items.

Contract Period: Option 3 POP Begin: 05-01-2023 POP End: 04-30-2024

1.00
YR
__________________
__________________

Histology Reagents and Supplies. Refer to Statement of Work for required items.

Contract Period: Option 4 POP Begin: 05-01-2024 POP End: 04-30-2025

GRAND TOTAL
__________________

B.4 DELIVERY SCHEDULE

ITEM NUMBER
QUANTITY
DELIVERY DATE
0001
SHIP TO:
Department of Veterans Affairs

VA Connecticut Healthcare System 950 Campbell Avenue West Haven, CT 06516

USA

1.00
04/30/2021
MARK FOR:
Erin Cavanaugh

203-932-5711 Ext. 5923 Erin.Cavanaugh@va.gov

SAME AS ABOVE
1.00
04/30/2022
SAME AS ABOVE
1.00
04/30/2023
SAME AS ABOVE
1.00
04/30/2024
SAME AS ABOVE
1.00
04/30/2025

Page 1 of Page 1 of Page 1 of Page 1 of

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
DEC 2011
52.203-17
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS
APR 2014
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
52.204-16
COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING
JUL 2016
52.204-18
COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE
JUL 2016
52.219-14
LIMITATIONS ON SUBCONTRACTING
JAN 2017
52.232-40
PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS
DEC 2013

C.3 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 05/01/2020 through 04/30/2021.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

C.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $20,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $100,000.00;

(2) Any order for a combination of items in excess of $100,000.00; or

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 1 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

C.5 52.216-20 DEFINITE QUANTITY (OCT 1995)

(a) This is a definite-quantity, indefinite-delivery contract for the supplies or services specified, and effective for the period stated, in the Schedule.

(b) The Government shall order the quantity of supplies or services specified in the Schedule, and the Contractor shall furnish them when ordered. Delivery or performance shall be at locations designated in orders issued in accordance with the Ordering clause and the Schedule.

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that time shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 10/30/2025.

(End of Clause)

C.6 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 10/30/2025.

(End of Clause)

C.7 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 10/30/2025.

(End of Clause)

C.8 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of Provision)

C.9 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within 5. Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

(End of Clause)

C.10 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 7 days.

(End of Clause)

C.11 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 7; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 7 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 6 months.

(End of Clause)

C.12 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)

(a) Definition. "Small business concern," as used in this clause, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation.

(b) Applicability. This clause applies only to—

(1) Contracts that have been totally set aside or reserved for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(d) Agreement. A small business concern submitting an offer in its own name shall furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States or its outlying areas. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This paragraph does not apply to construction or service contracts.

(End of Clause) C.13 52.219-18 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) PARTICIPANTS (JAN 2017) ALTERNATE II (DEC 1996)

(a) Offers are solicited only from small business concerns expressly certified by the Small Business Administration (SBA) for participation in the SBA's 8(a) Program and which meet the following criteria at the time of submission of offer—

(1) The Offeror is in conformance with the 8(a) support limitation set forth in its approved business plan; and

(2) The Offeror is in conformance with the Business Activity Targets set forth in its approved business plan or any remedial action directed by the SBA.

(b) By submission of its offer, the Offeror represents that it meets all of the criteria set forth in paragraph (a) of this clause.

(c) Any award resulting from this solicitation will be made to the Small Business Administration, which will subcontract performance to the successful 8(a) offeror selected through the evaluation criteria set forth in this solicitation.

(d)(1) The will notify the Department of Veterans Affairs Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock or other ownership interest to any other party.

(End of Clause)

C.14 VAAR 852.203-70 COMMERCIAL ADVERTISING (MAY 2018)

The Contractor shall not make reference in its commercial advertising to Department of Veterans Affairs contracts in a manner that states or implies the Department of Veterans Affairs approves or endorses the Contractor’s products or services or considers the Contractor’s products or services superior to other products or services.

(End of Clause) C.16 VAAR 852.215-70 SERVICE-DISABLED VETERAN-OWNED AND VETERAN-OWNED SMALL BUSINESS EVALUATION FACTORS (OCT 2019)

(a) In an effort to achieve socioeconomic small business goals, VA shall evaluate offerors based on their service-disabled veteran-owned or veteran-owned small business status and their proposed use of eligible service-disabled veteran-owned small businesses (SDVOSBs) and veteran-owned small businesses (VOSBs) as subcontractors.

(b) Eligible service-disabled veteran-owned small businesses offerors will receive full credit, and offerors qualifying as veteran-owned small businesses will receive partial credit for the Service-Disabled Veteran-Owned and Veteran-Owned Small Business Status evaluation factor. To receive credit, an offeror must be registered and verified in the Vendor Information Pages (VIP) database.

(c) Non-Veteran offerors proposing to use SDVOSBs or VOSBs as subcontractors will receive some consideration under this evaluation factor. Offerors must state in their proposals the names of the SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts. In addition, the proposed subcontractors must be registered and verified in the VIP database.

(d) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause)

C.17 VAAR 852.215-71 EVALUATION FACTOR COMMITMENTS (OCT 2019)

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

(b) Pursuant to 38 U.S.C. 8127(g), any business concern that is determined by VA to have willfully and intentionally misrepresented a company’s SDVOSB/VOSB status is subject to debarment for a period of not less than five years. This includes the debarment of all principals in the business.

(End of Clause) C.18 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-4 Notice of Price Evaluation Preference for HubZone Small Business Concerns.

(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.19 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

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

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

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

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

(End of Clause)

C.20 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

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

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

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

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

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

(b)…

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