36C25021R0057v4underlined.pdf

36C25021R0057

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

SECTION C - CONTRACT CLAUSES

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

2018)

C.2 52.216-18 ORDERING (AUG 2020)

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.5 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

C.6 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND

COMPLIANCE (JUL 2018)

C.8 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2021)

C.10 MANDATORY WRITTEN DISCLOSURES

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JUN 2020) 30

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (OCT 2020)

E.3 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

E.4 52.216-1 TYPE OF CONTRACT (APR 1984)

E.5 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.6 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.7 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.8 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 36C250

Department of Veterans Affairs

Network Contracting Office (NCO) 10

260 E. University Avenue

Cincinnati OH 45219

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 []

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

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center

PO Box 149971

Austin TX 78714-9971

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

AMENDMENT NO DATE

B.2 DESCRIPTION OF SUPPLIES

OVERVIEW

Department of Veterans Affairs VISN 10/12 Optical Laboratory—located in Indianapolis, Indiana—manufactures eyeglasses on behalf of eligible VA beneficiaries. Eyeglasses are fabricated at the VISN 10/12 Optical Laboratory and are then provided to dispensaries located within VA medical centers and other locations throughout VISN 10/12. In order to perform this service, the VISN 10/12 Optical Laboratory requires eyeglass frames for use in constructing eyeglasses. With this Request for Proposals (RFP), VA intends to solicit offers and award multiple contracts for eyeglass frames on a competitive basis.

Contractors awarded contracts as a result of this RFP shall provide all materials, labor, equipment, and transportation required to provide ophthalmic frames for beneficiaries of the Department of Veterans Administration, VISN 10/12 Optical Laboratory. The estimated term of contracts awarded will be from date of award (estimated to be in early April 2021) through March 31, 2022 with four (4) one-year options to renew. Options year extensions will be offered for the convenience of the Government and should not be considered a guarantee of contractual extension.

It is anticipated that the VISN 10/12 Optical Laboratory will require an estimated (EST) 236,250 pairs of eyeglass frames in FY 2021; further, it is estimated that those figures will increase by approximately 5% per year thereafter (see “Pricing Schedule). The VA does not guarantee or imply that any fixed number “exceeding the minimum quantity” of frames will be placed under this contract. There is no guarantee on the exercising of any/all OY opportunities. The quantities identified herein are estimates only. The estimated quantity may vary. The actual quantities will be based upon the number of patients who are determined eligible by the VA to receive ophthalmic eyewear as well as the number of VISNs and dispensaries the VISN 10/12 Optical Laboratory supports. Unit price offered shall be “all inclusive” and shall include FOB Destination shipping to Indianapolis, Indiana 46241.

Multiple Awards It is the VA’s intent to maximize the solicitation of this opportunity and establish an Indefinite Delivery Indefinite Quantity (IDIQ) contract, with multiple single awards, in order to provide the greatest possible selection of both frame styles and materials, to the Veteran’s residing within the geographic responsibility of VISN 10/12. The established IDIQs resulting from this solicitation will cover all VISN 10/12 facilities. The anticipated period of performance will include a 12-month base period and four (4) 12-month option periods to be executed at the Government’s discretion.

“On-ramping” Offering In the event of an emergency, pandemic, an/or significant geo-political action that would result in a critical disruption of timely supply chain fulfilment, the Government reserves the right to re-open this solicitation for up to two (2) years from the date issued; however, it will have set dates when offers are due which will be communicated via Contract Opportunities-https://beta.sam.gov/. Offers are only being accepted prior to or on those dates following closure https://beta.sam.gov/ of the initial round of submissions. The Government will evaluate the market to determine if it is in the Government’s interest to award Optical frame IDIQs to additional qualified firms by employing “on-ramp” procedures following the initial selection and award. The Government reserves the right, based upon the evaluation of the market, to accept new offers with the intention of adding awarded agreements to provide the Government with the continuation of frame stock, and/or to provide the best value to the Government. Offers will be subject to the same offer instructions and evaluation procedures as contained in the original solicitation.

Previously awarded IDIQs will be unaffected by on-ramp actions taken to refresh the IDIQ pool.

On-ramping will be accomplished by either issuing an amendment to the solicitation or via a notice to Contract Opportunities- https://beta.sam.gov/. Any Offeror awarded an IDIQ during an on-ramp will be subject to the established ordering period at initial award and as identified in the STATEMENT OF WORK at the time of initial IDIQ award.

GENERAL REQUIREMENTS

Standards of Performance The Contractor shall provide a wide selection of modern frames, of a contemporary design, for the veterans to choose from (frame line to be approved by the VISN 10/12 Optical Fabrication Laboratory). Multiple colors/patterns of a single frame model are required at time of Solicitation and their submission is encouraged by the Government. All items provided by the contractor shall be new and be of current styles. Discontinued style frames are not acceptable. Prior to contract performance, the VA must approve frame selection. Any proposed substitutes for, or changes to, the approved frame selection shall be approved in writing by an authorized staff member of the VISN 10/12 Optical Laboratory staff. All frames shall have a one-year warranty.

Solicitation Sample Kits Sample kits will be required by VA at two different stages of this acquisition. First, solicitation sample kits shall be provided to VA along with proposals (in response to the solicitation) for evaluation purposes and use in making selections for award. Sample kits not selected for award will be destroyed and will be disposed of in an environmentally friendly manner by the VISN 10/12 Optical Laboratory, unless otherwise requested by the submitter, upon time of submission for evaluation. Return shipping cost of returned sample kits will be at the expense of the Government.

Post award sample kits For those firms receiving contract awards, post-award sample kits shall include each frame selected/approved by the VA Optical Fabrication Laboratory, and in each color/pattern to be offered. Sample frame kits shall be new stock and shall not be included in VA inventory. Each frame shall be identified by a temple tag, with the vendor name, model number, and VA SKU (to be provided upon award). Post-award sample kits shall be provided to ALL authorized dispensary sites serviced by the VISN10/12 Optical Lab no later than 30 days after the notification of contract award. The VISN 10/12 Optical Laboratory will require an initial 75 post-award sample kits, per Awardee, bulk shipped to the VA Optical Fabrication Laboratory, at the cost of the awarded contractors; the Government will provide shipping of these kits to the required dispensary sites. When supply stock of these initial kits has been exhausted, the Awardees will be required to provide additionally requested quantities to the VISN 10/12 Optical Laboratory upon request.

Along with kits provided post award, the contractor shall also provide an assortment of disposable/replacement frame repair parts for the purposes of minor frame repairs. All sample kits shall be maintained and updated at no additional charge to the Government during the life of the contract. The contractor shall contact the VISN 10/12 Optical Laboratory every six months to make sure that each VA has all its sample frames that are available or if replacements and/or https://beta.sam.gov/ substitutions need to be made. Sample kits sent after contract award shall be the same as the product sample kits and cannot be changed after contract award unless an authorized staff member of the VISN 10/12 Optical Laboratory staff approves the substitution as set forth above.

Backorders If there is a backorder on any frame style, the contractor shall contact the VISN 10/12 Optical Laboratory no later than two (2) business days, by telephone, email, and/or facsimile after receipt of order. The contractor shall immediately offer the VA a substitute if the time frame of delivery of the backordered frame exceeds 14 days, at no additional costs to the Government. If the contractor anticipates that a specific frame style will continue to be unavailable for an extended period, and if acceptable to the VA, the substitute may be made permanently. A sample of the replacing substitute shall be sent to the VA as a no-charge addition to the sample frame kit if that frame was not already part of the sample collection. Each replacement frame shall be identified by a temple tag, with the vendor name, model number, and VA SKU.

SPECIFIC REQUIREMENTS

Frames All frames shall be of a modern, contemporary design fabricated in accordance with the current edition of the “American National Standard Requirements for Dress Ophthalmic Frames” ANSI Z80.5 : 2010 Upon contract award, the contractor shall provide an initial 75 sample kits (additional, upon request) consisting of each available size combination and color of each frame style that was selected by the VA Optical Laboratory for display at the various VA authorized dispensary sites. Replacement frame samples shall be provided with each contract renewal or if samples wear out or substitutions need to be made. Frame selection shall include men, women, unisex, in various sizes and colors and shall include both zyle and metal frames. The metal frame selection shall include both spring-hinged and adjustable nosepiece styles, and plastic/zyle frame selection shall include both spring-hinged and non-spring hinged styles. Prices submitted in response to this solicitation shall include per frame cost only. In the event that certain models of frames, previously selected by the VA Optical Laboratory, have been determined to be stagnant/not of interest to our Veterans, the government reserves the right to conduct an annual, re-selection of frames with the purpose of increasing the popularity of frames selected with our Veteran population. The re-selection frequency shall occur no more than one (1) time per each contract year exercised, per awarded contractor.

Cases Commercial, off the shelf vinyl eyeglass cases are acceptable for fulfilment of this CLIN.

Neutral color pallet, such as black, brown. or dark navy blue will be acceptable for order fulfilment. Eyeglass cases shall be cushioned, leather-like, open-end pocket, clip-on eyeglass case which is embossed by the contractor with VA’s logo. VA will provide the VA logo to the contractors receiving awards for eyeglass cases (The VA will provide a paper copy of the logo after award).

Lens Cloth Commercial, off the shelf Poly/Nylon blend, approx. 230 gram in weight (15 X 18 cm) lens cloth, each packaged in an individual plastic sheath. Lens cloth will be custom printed with a VA approved Logo on one side, and with general eyeglass care instructions on the reverse side.

Minimal two (2) color pattern design, with a maximum of up to five (5) colors will be utilized in the final/approved design. Final design(s) to be determined/provided post contract award.

Ordering The contractor shall notify the Government of receipt of purchase order within one (1) business day of receipt; and deliver items ordered under this contract no later than four (4) business days after receipt of a purchase order Specific method of delivery/receipt of the delivery order will be at the convenience of the Government, and may include telephone, email, and/or facsimile. The delivery order will include the VA’s awarded VA contract no., (TBD), and Purchase Order (PO)

no. (TBD). The contractor shall provide written notification to the Optical Fabrication Laboratory and show cause in the event the contractor is unable to deliver the required items in accordance with the Government's required delivery date. Failure by the contractor to provide a written notification as stated above within one (1) day after receipt of an order constitutes acceptance of an order.

The contractor shall ship Back Ordered frames to the VA Optical Manufacturing Laboratory within two (2) business days of back ordered frames replenishment. In the event the Government desires expedited delivery, the ordering activity shall telephonically contact the contractor and inquire into the feasibility of obtaining this condition. The contractor shall respond within 24 hours to such request and expedited delivery shall be mutually agreed upon.

Any additional costs incurred by the contractor for meeting this requirement shall be negotiated in accordance with clause 52.212-4(c), Contract Terms and Conditions--Commercial Items.

(Note: Expedited Delivery terms and conditions, when required, will be determined by the Contracting Officer or Ordering Officer on a case by case basis and stated in the individual delivery order. Contracting Officer can insert cost of confirmation (add the contractor’s cost of providing the delivery confirmation to the delivery order as an authorized amount for the contractor to invoice). Upon direction of VA, delivery of eyeglass frames may be directly to Optical Fabrication Laboratory, one of the VA authorized dispensary sites, or to the patient’s place of residence (at no extra charge to the Government for routine delivery to any of the above destinations). All deliveries should be sent so the delivery arrives no later than four days after receipt of order (ARO), and delivery tracking number(s) will be required to be provided to the VA Optical Fabrication Laboratory by the close of business, on the day of shipment.

Invoicing All Invoicing shall be completed within 30 days from the date of the receipt of order. This is required for the VISN 10/12 VA Optical Fabrication Laboratory to be complaint to VA PO close-out policy.

Reports/Calls Selected contractors will be required to provide a quarterly (based upon the government’s fiscal year calendar) report of all frames, cases, and/or lens cloths procured by the VISN 10/12 Optical Laboratory no later than 14 business days after the close of the quarter to the VA Contracting Officer Representative (COR). Formatting of this report will not be mandated by the VA;

minimal requirements will include the frame model numbers, category of frame, quantity procured, and dollar value of sales. The VA reserves the right to request/be provided additional reports, during the duration of this agreement, although no additional reports are in the foreseeable future. The COR will also conduct a quarterly status of contract performance teleconference call, with additional VA staff, that the contract holder, and their required staff, will be required to participate in. These calls usually last approximately 20-30 minutes; with the purpose to help ensure that the VA and the contractor are meeting each other’s needs for acceptable fulfillment of the contract.

Warranty The contractor warrants/guarantees the eyeglasses against defective materials and/or workmanship for a minimum of one year from the date of acceptance. Manufacture’s warranties of eyeglass components that extend beyond the minimal one-year period shall be both expressed and enforced. The contractor agrees to furnish, without additional costs to the Government, all labor, and materials necessary to correct defects that were detected during the guarantee period, and/or replace the frame with a compatible design frame. The contractor agrees to make any/all corrections at no cost to the Government, to include shipping fees. These conditions do not apply to adjustments incidental to the wearing of eyeglasses, adjustments required by the physical change of the wearer, or where there is evidence of deliberate misuse or alteration by anyone other than the contractor. The contractor shall immediately notify the Optical Laboratory in the event of a product recall, removal, required adjustment, required modification, or substitution that is suggested or mandated by the contractor, distributor, manufacturer, or any regulatory or official agency. The information that shall be included in this notification includes:

• A complete item description, identification.

• Administrative identification data including contract number, order numbers, and order date.

• Reasons for recall, removal, adjustment, or modification.

• Instructions for appropriate corrective action.

Contractor shall notify the VA within two (2) business days if the manufacturer has a depletion of stock of a specific frame. The VA shall approve or disapprove all replacement frames.

Security: The Certification and Accreditation (C&A) requirements of VA Handbook 6500.3 do not apply and a Security Accreditation Package is not required.

Repair/Service Kits Each awarded contractor shall provide a frame repair kit, equal to the number of post award sample kits provided, adequate to support each of the authorized, VA dispensary locations (approximately 75). These kits will include all ancillary frame replacement components necessary to maintain the frames being provided by the contractor. Initial repair/service kit(s) will be provided at no cost to the government, and upon request, the contractor will be required to replenish these kits at no cost to the government.

B.3 PRICE SCHEDULE OF SUPPLIES

PRICING SCHEDULE

All prices offered are firm-fixed price. The quantities provided in the estimated quantity column (“EST QTY”) are estimates only. These estimates are the Government’s best forecast of the total quantity of each type of frame expected to be ordered under all contracts resulting from this solicitation.

1. Note: The contract minimum/maximum cost per each awarded contract to be determined by frames cost during evaluation process.

2. Note: Different pricing for the styles below for the base and all option periods:

BASE Description EST QTY UNIT Unit Price MAX Price

CLIN

Men’s Metal Frame 128,948 Ea

CLIN

Men’s Zyle Frame 24,300 Ea

CLIN

Women’s Metal Frame 7,830 Ea

CLIN

Women’s Zyle Frame 9,428 Ea

CLIN

Unisex Metal Frame 42,165 Ea

CLIN

Unisex Zyle Frame 12,330 Ea

CLIN

Clip-On Eyeglass Case 225,000 Ea

BASE Description EST QTY UNIT Unit Price MAX Price

CLIN

Lens cloth, custom logo individual pkg

225,000 Ea

OY 1 Description EST QTY UNIT Unit Price MAX Price

Men’s Metal Frame 135,395 Ea

CLIN

Men’s Zyle Frame 25,515 Ea

CLIN

Women’s Metal Frame 8,222 Ea

CLIN

Women’s Zyle Frame 9,899 Ea

CLIN

Unisex Metal Frame 44,273 Ea

CLIN

Unisex Zyle Frame 12,947 Ea

CLIN

Clip-On Eyeglass Case 236,250 Ea

CLIN

Lens cloth, custom

236,250 Ea

OY 2 Description EST QTY UNIT Unit Price MAX Price

Men’s Metal Frame 142,164 Ea

CLIN

Men’s Zyle Frame 26,791 Ea

CLIN

Women’s Metal Frame 8,633 Ea

CLIN

Women’s Zyle Frame 10,394 Ea

CLIN

Unisex Metal Frame 46,487 Ea

CLIN

Unisex Zyle Frame 13,594 Ea

CLIN

Clip-On Eyeglass Case 248,062 Ea

CLIN

Lens cloth, custom

248,062 Ea

OY 3 Description EST QTY UNIT Unit Price MAX Price

Men’s Metal Frame 149,272 Ea

CLIN

Men’s Zyle Frame 28,130 Ea

CLIN

Women’s Metal Frame 9,064 Ea

OY 3 Description EST QTY UNIT Unit Price MAX Price

CLIN

Women’s Zyle Frame 10,913 Ea

CLIN

Unisex Metal Frame 48,811 Ea

CLIN

Unisex Zyle Frame 14,273 Ea

CLIN

Clip-On Eyeglass Case 260,465 Ea

CLIN

Lens cloth, custom

260,465 Ea

OY 4 Description EST QTY UNIT Unit Price MAX Price

Men’s Metal Frame 156,737 Ea

CLIN

Men’s Zyle Frame 29,537 Ea

CLIN

Women’s Metal Frame 9,517 Ea

CLIN

Women’s Zyle Frame 11,459 Ea

CLIN

Unisex Metal Frame 51,252 Ea

CLIN

Unisex Zyle Frame 14,987 Ea

CLIN

Clip-On Eyeglass Case 273,489 Ea

CLIN

Lens cloth, custom logo, individual pkg

273,489 Ea

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 52.216-18 ORDERING (AUG 2020)

(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 TBD through TBD.

(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) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 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 $1.00, 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 price schedule;

(2) Any order for a combination of items in excess of price schedule; or

(3) A series of orders from the same ordering office within 1 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 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.4 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 .

(End of Clause)

C.5 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 . 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.6 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.

Fenchak, Michael D Is there a time notice missing, i.e 30 days possibly?

[] 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.

[] 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.

[X] 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.7 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—

MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-14 Limitations on Subcontracting.

(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.8 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

52.203-17 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

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS

DEC 2013

852.212-71 GRAY MARKET ITEMS APR 2020

852.242-71 ADMINISTRATIVE CONTRACTING OFFICER OCT 2020

(End of Addendum to 52.212-4)

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

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS

(JAN 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).

[X] (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]

[] (6) 52.204–14, Service Contract Reporting Requirements (OCT 2016) (Pub. L.