36C256-19-Q-0700-001.pdf

FedBizOpps 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 FedBizOpps Combined Synopsis/Solicitation Notice Rev. March 2010

J

Annual Planned Maintenance and Technical Service on Sterilization Equipment Little Rock ARKANSAS

77030

36C256-19-Q-0700

05-17-2019

N

811219

Department of Veterans Affairs Network Contracting Office 16 Division III Services B 2002 Holcombe BLVD Houston TX 77030 4298

Jeneice McClinton jeneice.mcclinton@va.gov

Central Arkansas Veterans Healthcare System John L. McClellan Memorial Veterans Hospital

4300 West 7th Street Little Rock, AR

72205

US

Jeneice McClinton jeneice.mcclinton@va.gov

COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS

General Information Document Type: Combined Solicitation/Synopsis Solicitation Number: 36C256-19-Q-0700 Posted Date: May 3, 2019 Response Date (NLT): May 20, 2019 Response Time (NLT): 10:00am (Central Time) Product or Service Code: J065 – Maint/Repair/Rebuild of Equipment-Medical, Dental, and Veterinary Equipment and Supplies Set Aside: This solicitation does not have any set-aside restrictions.

NAICS Code: 811219 – Other Electronic and Precision Equipment Repair and Maintenance Point of Contract: Only electronic offers will be accepted: Jeneice McClinton, Contracting Officer; Email: jeneice.mcclinton@va.gov

Description

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotations are being requested, and a written solicitation document will not be issued. This solicitation is a request for quotations (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular FAC 2019-01 (effective 01/22/2019). The associated North American Industrial Classification System (NAICS) code for this procurement is 811219, with a small business size standard of $20.5 million. SB registration will be verified in System Award Management (SAM) and Small Business Administration (SBA). Quotes will be considered non-responsive and rejected if the Contracting Officer is not able to verify and view contractor registrations.

The Department of Veterans Affairs, Central Arkansas Veteran Health System, Little Rock Division at 4300 W. 7th St, Little Rock, Arkansas require the contractor to furnish all labor, parts, tools, equipment, materials, supervision, personnel, transportation and perform annual planned maintenance and technical service on sterilization equipment. The Contractor shall perform cleaning, calibrating, adjusting, and replacement of worn or defective parts, troubleshooting system and respond to emergency (unscheduled) calls for maintenance. The Government intends to award a firm-fixed price contract; see attached Performance Work Statement for full requirement details.

Period of Performance: May 30, 2019 – May 29, 2024

Questions on this combined synopsis/solicitation shall be sent to point of contact listed above by May 10, 2019 at 11:00 a.m. (Central Time). An amendment to this combined synopsis/solicitation will be posted with all questions and answers.

All interested companies shall provide quotation(s) for and complete the following:

Section B.1 Contract Administration; B.2 PRICE/COST SCHEDULE;

ATTACHMENT A Relevant Experience Form ATTACHMENT B Past Performance Questionnaire E.2 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS

E.3 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS

36C256-19-Q-0700

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 36C256 Jeneice McClinton

Department of Veterans Affairs Network Contracting Office 16 Division III Services B 2002 Holcombe BLVD Houston TX 77030 4298

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

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

3. INVOICES: Invoices shall be submitted in arrears:

a. Contractor to invoice within 30 days after work performed.

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.

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third‐party contractor, Tungsten, Vendor Electronic Invoice Submission MethodsFacsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests. Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

• VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website: http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

• A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI).

The X12 EDI Web site (http://www.x12.org).

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

AMENDMENT NO DATE

http://www.tungsten-network.com/US/en/veterans-affairs/ http://www.x12.org/

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1.00

YR

Contractor shall provide annual planned maintenance and technical service, as needed and in accordance with the scope of work for three (3) sterilizer machines:

Serial No: 33130338 Serial No: 33130390 Serial No: 1010195616

Contract Period: Base POP Begin: 05-30-2019 POP End: 05-29-2020

OPTION PERIOD ONE (1):

Contractor shall provide annual planned maintenance and technical service, as needed and in accordance with the scope of work for three (3) sterilizer machines:

Serial No: 33130338 Serial No: 33130390 Serial No: 1010195616

Contract Period: Option 1 POP Begin: 05-30-2020 POP End: 05-29-2021

OPTION PERIOD TWO (2):

Contractor shall provide annual planned maintenance and technical service, as needed and in accordance with the scope of work for three (3) sterilizer machines:

Serial No: 33130338 Serial No: 33130390 Serial No: 1010195616

Contract Period: Option 2 POP Begin: 05-30-2021 POP End: 05-29-2022

OPTION PERIOD THREE (3):

Contractor shall provide annual planned maintenance and technical service, as needed and in accordance with the scope of work for three (3) sterilizer machines:

Serial No: 33130338 Serial No: 33130390

Serial No: 1010195616

Contract Period: Option 3 POP Begin: 05-30-2022 POP End: 05-29-2023

OPTION PERIOD FOUR (4):

Contractor shall provide annual planned maintenance and technical service, as needed and in accordance with the scope of work for three (3) sterilizer machines:

Serial No: 33130338 Serial No: 33130390 Serial No: 1010195616

Contract Period: Option 4 POP Begin: 05-30-2023 POP End: 05-29-2024

GRAND TOTAL

“The Government may determine that an offer is unacceptable if the option prices are mathematically and materially unbalanced. As indicated in FAR 52.217-8 the Government will have the option provision to extend the performance of the contract up to an additional 6 months when the contractor is provided written notice.”

B.3 PERFORMANCE WORK STATEMENT

Annual Planned Maintenance and Technical Services on Sterilization Equipment

A. Title of Project: Planned Maintenance and Technical Services on Sterrad Sterilizers at CAVHS Little Rock

Division at 4300 W. 7th St, Little Rock AR.

B. Scope of Work:

The contractor to provide all resources to perform annual planned maintenance and technical service for sterilization equipment below in accordance with the procedures specified by the original equipment manufacturer (OEM). The contractor shall repair parts essential to properly operate and maintain sterilization of Government owned-equipment, provide software and updates required to operate the systems.

Serial Number Description Brand/Model Coverage

33130338 Sterrad Sterilizer Sterrad NX FULL NX4-7 33130390 Sterrad Sterilizer Sterrad NX FULL NX4-7 1010195616 Sterrad Sterilizer Sterrad 100S FULL 100SEOL

C. Hours of Work:

Normal duty hours are from 0730 - 1600, Monday through Friday, excluding Federal Holidays. Contractor access shall be provided during this time period.

Federal Holidays observed by the VAMC are:

New Year’s Day Dr. Martin Luther King Jr., Day President’s Day Memorial Day Independence Day Labor Day Columbus Day Veteran’s Day Thanksgiving Day Christmas Day “or any other day declared by the President of the United States to be a federal holiday”. When one of the above designated legal holidays fall on a Sunday, the following Monday will be observed as a legal holiday. When a legal holiday fall on a Saturday, the preceding Friday is observed as a holiday by US Government Agencies.

Except by special alternative arrangement, scheduled planned maintenance (PM) shall be performed only during CAVHS’s normal working hours (7:30 a.m. to 4:00 p.m. Monday through Friday excluding federal holidays).

D. CONTRACTOR EXPERIENCE:

1. The Contractor shall be factory trained and certified at maintaining and repairing Sterrad Sterilizers identical make and model equipment. The Contractor shall be an authorized service personnel trained to perform this sterilization service of equipment IAW the procedures specified by the OEM, trained under contract with OEM for product-specific Biomed Training.

The Contractor shall submit to the Contracting Officer (CO) with technical proposal required documentation (e.g., license, permit, certification, qualifications and receipts for proof of parts purchase through the OEM) as proof of authorized service personnel trained to perform sterilization service of equipment IAW the procedures specified by the OEM, trained under contract with OEM for product-specific Biomed Training. The Contractor technical proposal shall be disqualified if he/she doesn’t provide proof of factory trained and certified personnel authorized to perform sterilization service of equipment IAW the procedures specified by the OEM, trained under contract with OEM for product-specific Biomed Training identical make and model equipment outlined in this PWS to perform work under this contract.

The Contractor shall submit to the CO with technical proposal required documentation as proof of an Original Equipment Manufacturer (OEM) authorized dealer, authorized distributor, or authorized reseller for the proposed equipment/system such that the OEM warranty and service are provided and maintained by authorized factory trained and certified personnel. All warranty and service associated with the equipment/system shall be in accordance with the OEM terms and conditions.

The Contractor shall provide new items ONLY; no remanufactured or "gray market" items. All items must be covered by the manufacturer's warranty.

NOTE: Each offeror shall submit, as part of technical proposal, references for the previous 5 (five) years’ experience. The written references shall include, as a minimum, the name, address and telephone numbers of the specific companies and key personnel contacts (See Attachment B Past Performance Worksheet).

2. Contractor employees shall have safety training, either on-the-job or classroom type training, in the electrical safety outlined in the OSHA Standard 29 Code of Federal Regulations (CFR) 1910 Subpart S

– Electrical, and the NFPA 70E – Standard for Electrical Safety in the Workplace. The CO or Contracting Officer Representative (COR) may request training certificates to validate training completion. If no training certificates are available the Contractor shall certify, in writing, that contract employees have met the requirements by the time of award.

3. Contractors shall be equipped with all necessary tools, equipment, and Personal Protective Equipment (PPE) to perform the work safely, effectively, and timely. Tools, equipment, and PPE shall comply with the requirements of OSHA Standard 29 CFR 1910, Subpart I, and NFPA 70E.

4. Contractor shall maintain the most current and updated maintenance and/or repair manuals for the sterilization equipment identical make and model. The Contractor shall be available to answer any questions or concerns the COR may have regarding the maintenance and technical service.

5. Contractor shall provide the COR with Material Safety Data Sheets (MSDS) prior to bringing any chemicals to the facility for use. The MSDS shall be reviewed and approved by the COR prior to the chemicals being used.

E. PERIOD OF PERFORMANCE:

This contract shall include a base and four option periods of twelve (12) months each.

Base Year Period: May 30, 2019 through May 29, 2020 Option Year Period 1: May 30, 2020 through May 29, 2021 Option Year Period 2: May 30, 2021 through May 29, 2022 Option Year Period 3: May 30, 2022 through May 29, 2023 Option Year Period 4: May 30, 2023 through May 29, 2024

F. PLACE OF PERFORMANCE:

John L. McClellan Memorial Veterans Hospital 4300 7th St.

Little Rock, AR 72205

G. SPECIFIC MANDATORY TASKS AND ASSOCIATED DELIVERABLES:

(1) TASK ONE: Provide contract employees factory trained, certified and authorized service personnel trained to perform sterilization service of equipment IAW the procedures specified by the OEM, trained under contract with OEM for product-specific Biomed Training to maintain and repair Government-owned equipment: Serial Number 33130338; 33130390, 1010195616.

DELIVERABLE ONE: Provide factory trained, certified, authorized service personnel

(2) TASK TWO: Maintain the Government-owned equipment Serial Number 33130338; 33130390 1010195616 as directed in the manufacturer’s instructions.

DELIVERABLE TWO: Maintain the Serial Number 33130338; 33130390 1010195616 to include planned maintenance and replacement of worn or defective parts, and troubleshooting.

(3) TASK THREE: Perform services and respond to non-recurring maintenance requests and emergencies as defined in the scope of work.

DELIVERABLE THREE: Respond to requests for routine service within (24) hours. Requests for technical telephone support shall be responded to within two (2) hours; requests for unscheduled repairs shall be responded to within four (4) hours of initial phone contact from COR and contractor shall be on-site within twenty-four (24) hours during normal working hours; and same-day service for emergency repairs.

H. SCHEDULE OF DELIVERABLES

The contractor shall complete the planned maintenance per established schedules throughout the year to assure that regulations and requirements are met.

Final reports shall be delivered to the COR within 30 days of PM and technical service, any delays in reports; the contractor is required to explain the reason for the delay in writing to the Contracting Officer, (CO) including a firm commitment of when the work shall be completed. This notice to the CO shall site reason for delay, and the impact on the overall project. The CO will then review the facts and issue a response in accordance with applicable regulations.

I. PARTS:

(a) Gray market items are Original Equipment Manufacturer (OEM) goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for new OEM medical supplies, medical equipment and/or services contracts for maintenance of medical equipment (i.e.

replacement parts) for VA Medical Centers. No remanufactures or gray market items will be acceptable.

(b) Vendor shall be an OEM, authorized dealer, authorized distributor or authorized reseller for the proposed medical supplies, medical equipment and/or services contracts for maintenance of medical equipment (i.e. replacement parts), verified by an authorization letter or other documents from the OEM, such that the OEM’s warranty and service are provided and maintained by the OEM. All software licensing, warranty and service associated with the medical supplies, medical equipment and/or services contracts for maintenance of medical equipment shall be in accordance with the OEM terms and conditions.

(c) The delivery of gray market items to the VA in the fulfillment of an order/award constitutes a breach of contract. Accordingly, the VA reserves the right enforce any of its contractual remedies. This includes termination of the contract or, solely at the VA’s election, allowing the Vendor to replace, at no cost to the Government, any remanufactured or gray market item(s) delivered to a VA medical facility upon discovery of such items.

J. SOFTWARE UPDATES: Contractor shall provide any software updates, as they become available, for all devices Serial Number 33130338; 33130390 1010195616, at no additional cost. All software changes made become the property of CAVHS.

K. CALIBRATION OF VENDOR’S EQUIPMENT: Contractor shall provide CAVHS with certification attesting that all gauging and measurement equipment used to check and calibrate the systems has been calibrated either according to the manufacturer’s specifications or within the last twelve months against a standard that is traceable to the National Bureau of Standards. Such certification shall be provided annually.

L. QUALIFICATION OF CONTRACTORS: Contractor shall document, in writing, their experience in working on the identical make and model equipment listed in List of Equipment as well as the qualifications of individuals who will work on the equipment. Such documentation shall be provided to CAVHS Engineering Staff at the beginning of each contract year.

M. RESPONSE TIME AND GUARANTEED UP TIME: Contractor shall respond by telephone within 24 hours and be on site when necessary within 72 hours of notification. Contractor agrees to utilize manufacturer’s service representative for assistance in correcting for any malfunctions not resolved within two (2) working days from initial notification at no additional cost to the government. Contractor shall perform all maintenance and repair service on station, unless local environment prohibits on station repair.

The contract in question shall provide 24/7 technical phone support, product certification as well as service database reports. The Contractor shall be responsible for handling, packing, shipping and receiving of all repair parts and equipment at no expense to the government.

N. CHANGES TO STATEMENT OF WORK

Any changes to this SOW shall be authorized and approved only through written correspondence from the CO. A copy of each change will be kept in a project folder along with all other products of the project. Cost incurred by the contractor through the actions of parties other than the CO shall be borne by the contractor.

O. REPORTING REQUIREMENTS:

Type of Report Reports Due Planned Maintenance (PM) Within 24-hours of completion of any PM’s

Field Service Report (FSR) After each episode of scheduled or emergency maintenance. It is preferred that this FSR be provided electronically if possible. Written reports are required within 30 days of completion of inspections and cover all equipment that is due: during that scheduled time.

Reports shall be provided to the facility Safety Officer. Prior to leaving the station, the Contractor shall provide COR with individual service reports which describes the maintenance and/or repair services performed on the equipment, including all parts used. All service reports are to be signed by the equipment operator, to validate that the device(s) is functioning to their satisfaction. The signed service report is to be delivered to facility Room GD-114H. In the event designated person is unavailable bring them to NLR hospital building 115 room 105 and deliver to the supervisor of Equipment Repair.

P. CHECK IN/OUT PROCEDURES: The Contractor shall check in upon arrival with the CAVHS Engineering staff (during normal working hours) room GD-114H located in the JLM hospital to ensure VAMC is aware of the Contractor’s presence at the facility at all times.

*Due to heightened security requirements, the Contractor shall wear an ID Badge which will be signed for upon arrival and turned in at departure. This badge must be turned in before leaving the premises;

otherwise the person signing for it will be required to pay for the unreturned ID Badge at no cost to the Government.

Q. GOVERNMENT RESPONSIBILITIES

The government shall assure that all equipment is readily available for inspection.

R. CONFIDENTIALITY AND NONDISCLOSURE

It is agreed that:

The preliminary and final deliverables and all associated working papers, application source code, and other material deemed relevant by VA which have been generated by the contractor in the performance of this task order are the exclusive property of the U.S. Government and shall be submitted to the RSO who will provide a copy to the CO at the conclusion of the task order.

Press releases, marketing material or any other printed or electronic documentation related to this project, shall not be publicized without the written approval of the Contracting Officer.

S. CONTRACTOR PERSONNEL SECURITY REQUIREMENTS

Background Investigation – The level of background investigation commensurate with the required level of access is minimum background investigation.

T. CHANGES TO THE STATEMENT OF WORK

The CO is the only individual authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer’s Representative (COR) on all matters pertaining to contract administration. The COR is designated to represent the CO in furnishing technical guidance and advice regarding the work being performed under this contract. The foregoing is not to be construed as authorization to interpret or furnish advice and information to the Contractor relative to the financial or legal aspects of the contract. Enforcement of these segments is vested in and is the responsibility of the CO. Only the CO is authorized to make commitments or issue changes affecting price, quantity or performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the CO, the change shall be considered to have been made without authority and no adjustment shall be made in the contract price to cover any increase in cost incurred as a result thereof.

U. GOVERNMENT RESPONSIBILITIES

The Government shall provide the contractor access to the appropriate area/areas where the sterilizers are located.

V. SERVICE CONTRACT LABOR STANDARDS:

The Service Contract Labor Standards apply to this contract. Contractor shall be responsible for compliance with the Service Contract Labor Standards and determining which of its service employees are performing on or in connection with the contract and properly segregating their hours for purposes of pay and recordkeeping. The Department of Labor’s Wage Determination is provided as an attachment to this solicitation; it specifies the minimum wages and fringe benefits for service employees performing on or in connection with this contract.

W. CONFIDENTIALITY AND NONDISCLOSURE

The Contractor understands and agrees that confidential information (patients, employee, or facility) must be secured and protected at all times. The Contractor and its personnel shall be held liable in the event a breach of confidentiality occurs as a result of the Contractor or its employees. Each contract employee will be required to read and sign the Contractor Rules of Behavior and provide the original signature page to the COR.

X. NONPERSONAL SERVICES:

The Government shall neither supervise Contractor employees nor control the method by which the Contractor performs the inspection services. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual Contractor employees. It shall be the responsibility of the Contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception of personal services.

Y. INVOICING:

FSC e-Invoice Program - FSC Mandatory Electronic Invoice Submission

The Department of Veterans Affairs published a final rule in the Federal Register on November 27, 2012 to require contractors to submit payment requests in electronic form in order to enhance customer service, departmental productivity, and adoption of innovative information technology, including the appropriate use of commercial best practices. The rule is effective December 27, 2012.

Vendor Electronic Invoice Submission Methods

Facsimile, e-mail, and scanned documents are not acceptable forms of submission for payment requests.

Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods below:

VA’s Electronic Invoice Presentment and Payment System – The FSC uses a third-party contractor, Tungsten, to transition vendors from paper to electronic invoice submission. Please go to this website:

http://www.tungsten-network.com/US/en/veterans-affairs/ to begin submitting electronic invoices, free of charge.

A system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) chartered by the American National Standards Institute (ANSI).

The X12 EDI Web site (http://www.x12.org).

Vendor e-Invoice Set-Up Information:

Please contact Tungsten at the phone number or email address listed below to begin submitting your electronic invoices to the VA Financial Services Center for payment processing, free of charge. If you have question about the e-invoicing program or Tungsten, please contact the FSC at the phone number or email address listed below:

Tungsten e-Invoice Setup Information: 1-877-489-6135 Tungsten e-Invoice email: VA.Registration@Tungsten-Network.com FSC e-Invoice Contact Information: 1-877-353-9791 FSC e-invoice email: vafsccshd@va.gov

Z. CONTRACTOR PERSONNEL SECURITY REQUIREMENTS

Based on the VHA Procurement and Logistics Standard Operating Procedures dated February 25, 2011 (Acquisition Security Requirements) under Procedures item c. (Special Agreement Check (SAC) Requirements and Exemptions) states the following:

If it is determined that an exemption to a background investigation applies, the CO and COR shall determine whether or not a SAC is required. All contract personnel who are exempt from a background investigation and who provide direct and/or ancillary health care services at VA facilities or have access to VA information systems or sensitive information must have a SAC competed unless an exemption applies.

The Deputy Under Secretary for Health for Operations and Management (10N) Memorandum dated May 18, 2010, VAAR Security Clause in Contracts, specifies that the following low risk or non-sensitive contractor positions are exempt from the requirement to have a background screening (SAC):

Contract personnel not accessing VA information resources such as personnel hired to maintain medical facility grounds, construction contractors, utility system contractors, etc.

The C&A requirements do not apply, and a Security Accreditation Package is not required. The mechanism/documentation used to ensure the VA sensitive information is protected is the specific key/mag-lock associated with each communication closet/room that will require an escort for each contractor personnel.

End of Performance Work Statement http://www.x12.org/ mailto:VA.Registration@Tungsten-Network.com

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.

C.2 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:

TEAMING AGREEMENTS

Contractor Team Arrangements (CTAs) Potential Offerors may form Contractor Team Arrangements (CTAs) as defined under FAR 9.601, but they are not required to do so. If the potential Offeror that forms a CTA wants all members of the CTA to be considered for evaluation, the CTA must be a CTA as defined under FAR 9.601(1) or be a Mentor-Protégé Arrangement that has been approved by the Small Business Administration and include with its proposal the information required under subpart (a) of this section, “Instructions regarding FAR 9.601(1) CTAs.” An offeror may also enter into Prime/Subcontractor arrangements as defined under FAR 9.601(2); however, in this type of arrangement, only the prime will be considered in the evaluation for award.

Offerors forming CTAs as defined under FAR 9.601(2) are not required to submit any additional documentation regarding the proposed Prime/Subcontractor contractual relationship or the identification and/or qualifications of the proposed Subcontractors.

However, the Government will not consider the members of a “Contract Team Arrangement” defined under FAR 9.601(2) for evaluation purposes for the contract except in the limited context of evaluating an Offeror’s proposal to ensure the firm for “resources”, only.

1) Instructions regarding FAR 9.601(1) CTAs The Government will evaluate a FAR 9.601(1) CTA provided that the offeror submits a full and complete copy of the document establishing the CTA relationship and containing at least the minimum information required by the solicitation closing date. Although there is no specific form or format that the CTA documents must adhere to, an offeror proposing as a CTA for purposes of evaluation under the GWAC is required to address the following in the CTA document:

a) Purpose of the CTA The CTA documents should clearly set forth the purpose of the CTA.

b) Identify the Parties The CTA documents should identify the entities which make up the CTA relationship, including the primary point of contact for each of the members of the team and the managing partner, and a statement addressing the obligation of all parties to the CTA to ensure performance of the contract and resulting task orders despite the withdrawal of any member.

The CTA documents should also identify where accounting and other administrative records will be retained during contract performance and upon completion of the contract and any potential task orders.

c) Designation of a “Team Lead” The CTA documents shall identify the “team lead,” and clearly explain the specific duties/responsibilities of the “team lead” to the other members of the team and to the Government (Note: The Government requests that the team lead be the primary point of contact with the Government while the proposal is under consideration by the Government. This means that the Government will require permission from each non-“lead” member of the team for the Government to discuss confidential/privileged information about the non-“lead” members of the CTA with the designated team lead).

This “release” shall include consent of the proposed CTA members to disclose their past performance information to the CTA lead.

d) Specific Duties/Responsibilities The CTA documents shall clearly describe the specific duties/responsibilities of each member of the team as they relate to each other and explain the specific duties/responsibilities that each team member will have for purposes of contract performance. (e.g., one team member will be primarily responsible for performing specific task areas listed in Section (*), while other team members will be primarily responsible for performing other specific task/sub-task areas listed in Section (*), etc. and any guaranteed percentages of potential work allocated to the team members.

e) Pricing and Cost The CTA document should explain how the team members have divided responsibilities for purposes of proposing price/costs. For example, if one member of the team is responsible for proposed price/costs for a particular labor category, while another entity in the CTA is proposing price/costs for a different labor category, the CTA documents should identify which of the respective team members is responsible for proposing which specific price/cost information.

f) Invoicing and Payment The CTA document shall explain how the team members have addressed issues relating to invoicing and distribution of payments. For example, the CTA document shall identify which member of the team is responsible for invoicing the Government and distributing payment. Under such circumstances, the CTA document shall clearly indicate that all team members agree to this method of payment. The CTA document should also acknowledge that any dispute involving the distribution of payment will be resolved by the team members themselves, without any involvement by the Government.

g) Replacement of Team Members The CTA document should address the circumstances and procedures for replacement of team members, including the team lead.

h) Duration of the CTA The CTA document should address the duration of the CTA, including when it becomes effective, when it expires, and the basis for termination.

i) Representations and Certifications All members of the CTA shall submit separate representations and certifications as required.

Percentages Prime (SDVOSB) 51%(Minimum)

Sub-Contractor (Large Business) 49% (Maximum)

If a proposal is submitted where the TA percentages are not within the percentage range listed above, the proposal will not be accepted. NO EXCEPTIONS.

j) Additional Requirements for Joint-Ventures Joint-venture offers must be made in the name of the joint-venture entity. The joint-venture contract must identify the managing Venture, the joint-venture members and who will have signature authority on behalf of the joint-venture. The party signing the offer for the joint-venture shall be listed as having such authority.

k) Replacement of Team Members under a FAR 9.601(1) Contractor Team Arrangement (CTA) Contractors that are awarded a contract based on a FAR 9.601(1) Contractor Team Arrangement (CTA) are required to obtain PCO approval prior to replacing or deleting team members.

The Contractor request for replacement of team members shall be submitted on official…