36C26018Q0007-001.docx

36C26018Q0007

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C26018Q0007 01-16-2018 Darren Campbell 360-852-9853 01-31-2018

4:30 PM

36P260 Department of Veterans Affairs Network Contracting Office 20 Prosthetics Branch 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662 X X 339115 1000 Employees X N/A X Department of Veterans Affairs Portland VA Medical Center Warehouse 1601 East Fourth Plain Blvd Vancouver WA 98661 Department of Veterans Affairs Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

Department of Veterans Affairs

FMS-VA-2(101)

Financial Services Center PO Box 149971 Austin TX 78714-9971 See CONTINUATION Page NCO 20 Intends to award a single IDIQ contract but reserves the right to award multiple award contracts if the VA determines it's advantagous for Specialty Ophthalmic Lenses per the statement of work.

See CONTINUATION Page X X Table of Contents

Page 1 of

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C260 Darren Campbell Network Contracting Office 20 5115 NE 82nd Ave, Suite 102 Vancouver WA 98662

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

3. INVOICES: Invoices shall be submitted in arrears:

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

Department of Veterans Affairs

FMS-VA-2(101)

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

Page 1 of

B.2 STATEMENT OF WORK

1. BACKGROUND

The Department of Veterans Affairs Medical Center, Boise ID (VAMC) and the Veterans Integrated Service Network 20 Optical Fabrication Laboratory (VISN 20 OFL) has an ongoing program to furnish eyeglasses to those veterans that require them and are eligible for assistance. It is the VA’s intention to solicit quotes and award at least one Indefinite–Delivery Indefinite- Quantity (IDIQ) type contract on a firm fixed price basis but, reserves the right to award multiple contacts should it be deemed advantageous to the Government. The awarded contract(s) will be for one base period and include four option years. The total duration of the contract will not exceed five years.

2. SCOPE

2.1 The contractor shall provide all lens materials, labor, equipment and transportation required to provide complete ophthalmic lenses using VISN 20 OFL provided frames for beneficiaries of the Department of Veterans Administration, VISN 20 OFL. Contractors shall be capable of providing a diverse array of requirements including processing glass lenses of all types and styles, Slab Off lenses of all types, styles, and materials, AR coatings, Mirror coatings, High power lenses (powers above +/- 10D) of all types, styles, and materials, and High prismatic lenses (powers above +/- 4.5D) of all types, styles, and materials at a reasonable price. Regular orders in all materials and powers may be processed in an overflow capacity if the VISN 20 OFL goes into a backlog status.

2.2 VISN 20 Health Tech Opticians and providers will select, based on the individual needs of the Veteran, the most appropriate lens choice based on their clinical judgment. All items provided by the contractor shall be new. The contractor shall provide completely assembled eyeglasses with frames placed in standard alignment and include mounting of lenses. All items provided by the contractor shall include fitting and adjustment services.

3. SPECIFIC TASK

Task 1: Specialty Eyewear

3.1.1 The contractor shall provide all lens materials, labor, equipment and transportation required to provide complete ophthalmic lenses using VISN 20 OFL provided frames for beneficiaries. It is anticipated that the VISN 20 OFL will require an estimated (EST) 4,800 ophthalmic specialty pairs of eyeglasses per year. The VA does not guarantee or imply that any number of orders will be placed under this contract. The quantities identified herein are estimates only. The actual 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.

3.1.2 Orders: VISN 20 OFL will submit orders through VisionWeb to the awarded contractor(s). The contractor shall provide all ophthalmic lens orders in strict conformance to the order sheet. Verification of orders and delivery to the VISN 20 OFL shall be documented and provided to the VAMC during each billing cycle. The contractor shall not add or substitute components or alter the lens order in any way without prior telephonic approval and authorization from the VISN 20 OFL or designee. Prior to performance, VA must approve lens selections. Any proposed substitutes for, or changes to the approved lens selection must be approved in writing by the Contracting Officer or Contracting Officer Representative. The government may submit orders daily. Completed orders will be shipped to the VISN 20 OFL daily at the contractors’ expense. Batching completed orders (holding all orders to meet a minimum requirement by the contractor) is not authorized.

3.1.3 Lenses: All lenses shall be manufactured in accordance with the current edition of the “American National Standards for Ophthalmic Lenses ANSI Z80.1, ANSI Z80.3, ANSI Z80.9, and ANSI Z87.1. All ophthalmic lenses shall be in accordance with current Food and Drug Administration (FDA) Regulation (2) CFR, Parts 3 and 4 for impact resistance, unless otherwise specified in the order. Upon contract award, the contractor shall be required to provide the VISN 20 OFL with pamphlets of availability of their lenses and services provided. Samples of lenses available may be requested and provided to the VISN 20 OFL as needed. New lens samples shall be provided with each contract renewal or as new materials and lens designs become available, or if substitutions are made. Lens selections shall include Single Vision, FT-28 Bifocal, FT-35 Bifocal, FT-45 Bifocal, 7x28 Trifocal, 8x35 Trifocal, Progressive Adaptive Lenses (PAL), Digital Freeform PAL, Round Segment 22, Round Segment 24, Executive Bifocal, and Executive Trifocal. All lenses shall be available in clear, Photo-chromatic (Transitions or equivalent), and polarized. Lenticular, aspheric, and other specialty lenses shall be available. Materials will include CR-39 plastic, 1.55 mid-index, 1.67 hi-index, Polycarbonate, Trivex, and glass. Prices submitted in response to this solicitation shall include lenses, coatings, edging and mounting of lenses to supplied frames, and services only, unless otherwise specified in the schedule. All lenses shall include UV coating, and scratch resistance coating at no additional charge to the Government.

3.1.4 Backorders: If there is a backorder on any lens style, the contractor must contact the VISN 20 OFL no later than 24 hours by telephone, facsimile, or email (verbal, fax, or email) after receipt of order. The contractor will provide the VISN 20 OFL with an estimated time of arrival of the backordered product. If the timeframe warrants a substitution (longer than 30 days) the contractor will notify the VISN 20 OFL immediately of a suitable substitution. If the contractor anticipates that a lens style will continue to be unavailable for an extended period, and if acceptable to the VISN 20 OFL, the substitute may be made part of the contract with a bilateral modification to the contract. A sample of the substitution will be sent to the VISN 20 OFL at no-charge.

3.1.5 Frames: Frames will be provided by the VISN 20 OFL and will include metal, Zyl, full frame, semi-rimless, drill mount, safety, and Rx sunglass wrap. VISN 20 OFL will supply each frame with a copy of the VISN 20 OFL work order including patient name and OFL tray number wrapped around the selected frame. The contractor will notify the VISN 20 OFL no later than 24 hours by telephone, facsimile, or email (verbal, fax, or email) if a frame was pulled incorrectly or if they received a defective frame.

Task 2: Backlog /Overflow

3.2.1 Should VISN 20 OFL fall into a backlog situation for the eyewear it provides, the contractors will become an overflow provider for excess orders received by the VISN 20 OFL. The contractor will provide all ophthalmic lens orders in strict conformance to the VISN 20 OFL work ticket. The contractor shall provide all lens materials, labor, equipment and transportation required to provide complete ophthalmic lenses using VISN 20 OFL provided frames for beneficiaries of the Department of Veterans Administration, VISN 20 OFL. It is anticipated that in an overflow capacity, if needed, that the VISN 20 OFL may require an estimated (EST) 28,000 ophthalmic regular pairs of eyeglasses per year. The VA does not guarantee or imply that any number of orders will be placed under this contract or that it will be in an overflow capacity. The quantities identified herein are estimates only. The actual quantities will be based upon the number of patients who are determined eligible by the VA to receive ophthalmic eyewear in an overflow capacity.

3.2.2 Work Orders: Work orders will be shipped to the contractors’ location with the VISN 20 OFL work ticket wrapped around the supplied frame. These work orders will not be transmitted through VisionWeb. Verification of completed work orders sent to the VISN 20 Optical Fabrication Laboratory shall be documented and provided to the VAMC during each billing cycle. All lenses will have a minimum one-year warranty against manufacturer material defects, aberrations, coatings, and defects imbedded in the lens.

3.2.3 Lenses: All lenses shall be manufactured in accordance with the current edition of the “American National Standards for Ophthalmic Lenses ANSI Z80.1, ANSI Z80.3, ANSI Z80.9, and ANSI Z87.1. All ophthalmic lenses shall be in accordance with current Food and Drug Administration (FDA) Regulation (2) CFR, Parts 3 and 4 for impact resistance, unless otherwise specified in the order. Upon contract award, the contractor will be required to provide the VISN 20 Optical Fabrication Laboratory with pamphlets of availability of their lenses and services provided. Samples of lenses available may be requested and provided to the VISN 20 Optical Fabrication Laboratory as needed. New lens samples shall be provided with each contract renewal, as new materials and lens designs become available, or if substitutions are made. Lens selections shall include Single Vision, FT-28 Bifocal, FT-35 Bifocal, FT-45 Bifocal, 7x28 Trifocal, 8x35 Trifocal, Progressive Adaptive Lenses (PAL), Digital Freeform PAL, Round Segment 22, Round Segment 24, Executive Bifocal, and Executive Trifocal. All lenses shall be available in clear, Photo-chromatic (Transitions or equivalent), and polarized. Lenticular, aspheric, and other specialty lenses shall be available. Materials will include CR-39 plastic, 1.55 mid-index, 1.67 hi-index, Polycarbonate, Trivex, and glass. Prices submitted in response to this solicitation shall include lenses, coatings, edging and mounting of lenses to supplied frames, and services only, unless otherwise specified in the schedule. All lenses shall include UV coating, and scratch resistance coating at no additional charge to the Government.

3.2.4 Backorders: If there is a backorder on any lens style, the contractor must contact the VISN 20 OFL no later than 24 hours by telephone, facsimile, or email (verbal, fax, or email) after receipt of order. The contractor shall provide the VISN 20 OFL with an estimated time of arrival of the backordered product. If the timeframe warrants a substitution (longer than 30 days) the contractor will notify the VISN 20 OFL immediately of a suitable substitution. If the contractor anticipates that a lens style will continue to be unavailable for an extended period, and if acceptable to the VISN 20 OFL, the substitute may be made part of the contract with a bilateral modification. A sample of the substitution will be sent to the VISN 20 OFL at no-charge.

3.2.5 Frames: Frames will be provided by the VISN 20 Optical Fabrication Laboratory and will include metal, Zyl, full frame, semi-rimless, drill mount, safety, and Rx sunglass wrap. VISN 20 OFL will supply each frame with a copy of the VISN 20 OFL work order including patient name and OFL tray number wrapped around the selected frame. The contractor will notify the VISN 20 OFL no later than 24 hours by telephone, facsimile, or email (verbal, fax, or email) if a frame was pulled incorrectly or if they received a defective frame.

4. Product Requirements:

4.1 Shipping: All shipments of completed eyewear shall be received within two (2) days. This will be considered standard shipping and the Contractor is responsible for standard shipping charges. In the event the Government request an alternate delivery time or method; the ordering activity will communicate with the Contractor and be responsible for any additional costs.

Unless otherwise directed by the ordering activity, the standard delivery location will be the Optical Fabrication Laboratory (OFL), 500 W. Fort Street, BLDG 28, Boise, ID 83702, ATTN: Specialty Lens Supervisor.

4.2 Product Recalls: The contractor shall immediately notify the Optical Fabrication Laboratory in the event of a product recall, removal, required adjustment, required modification or a substitution that is suggested or mandated by the contractor, distributor, manufacturer, or any regulatory or official agency. The information included in this notification shall include:

· A complete item description, identification.

· Administrative identification data including contract number, order number, and order date.

· Reason for recall, removal, adjustment, or modification.

· Instructions for appropriate corrective action.

5. Performance Requirements:

5.1 The contractor shall notify the VISN 20 OFL within 24 hours if the manufacturer has a depletion of stock of a specific lens. Only the VISN 20 OFL can approve or disapprove replacement lenses.

5.2 The Contractor shall submit a shipping log daily of orders completed and shipped from the previous day. This log will consist of total work in process, Contractor tray number, VISN20 OFL invoice number, Patient last name, Date received by the contractor, Contractor Invoice number, and status of each order. This log will be emailed to BOIOFL@va.gov .

5.3 If requested by the VISN 20 OFL, the contractor shall provide the following information within 48 hours: Number of eyeglasses returned due to lab error, average in-lab process time, breakage/spoilage rate. Delivery Confirmation should also be included in those cases where the eyeglasses are mailed directly to the patient’s residence.

5.4 In 2007 the Department of Veterans Affairs (VA) entered a relationship with Tungsten Network. With Tungsten Network, all Department of Veterans Affairs suppliers will now be able to securely submit invoices directly from their existing invoicing formats. In addition, by submitting invoices electronically through Tungsten Network, Department of Veterans Affairs suppliers will experience prompt payment with reduced exceptions.

5.5 Your participation is this existing process is required to provide products or services to the Department of Veterans Affairs in compliance with the Improper Payments Elimination and Recovery Act of 2010 (IPERA) and mandate AN97. The rule mandating electronic invoice submission was published on November 27th, 2012, and has an effective date of December 27th, 2012. Mandate AN97 can be located on the Federal Registry at https://www.federalregister.gov/documents/2012/11/27/2012-28612/va-acquisition-regulation-electronic-submission-of-payment-requests .

Vendors can comply with the mandate by using either of the two methods below:

1. The FSC uses a third-party contractor, Tungsten Network, for electronic invoice submission. For information on Tungsten Network electronic invoicing set-up, vendors should call 866-340-4980 or email http://www.tungsten-network.com/veteransaffairs/ .

2. A system that conforms to the X12 electronic data interchange (EDI) format established by the Accredited Standards Center. For FSC e-Invoicing information, please call 877-353-9791 or email vafsccshd@va.gov .

5.6 It is expected that at the onset of the contract, the vendor and VA may not be able to immediately begin the above billing process in which case the initial preferred method of payment may be the Government Purchase Card, and the contractor must be Level II billing capable and able to accept the credit card for payment. If this involves additional equipment or computers this will be at the contractor’s expense. The Government issued purchase order number shall be inserted in the vendor purchase order block.

5.7 Any billing discrepancies shall be addressed with the vendor for resolution within 15 days from the receipt of the comprehensive bill.

5.8 In using the Government Purchase Card, a credit card receipt with the invoice and signed acceptance receipt must be forwarded to the appropriate VA facility as soon as the transaction has been completed in accordance with Government Purchase Card guidelines and time frames. In those instances, when the eyeglasses are shipped to the facility, the Government Purchase Card shall not be charged until the eyeglass pair(s) are delivered and accepted at the facility and picked up by the patient. In those instances, where there are delays in the patient picking up the eyeglasses, the contractor may charge the Purchase Card after three attempts to contact the patient for pickup, in accordance with Statement of Work para.7.3 xiv. No VA purchase card information should be transmitted back to a patient on any documents with the eyeglass pairs, for information security.

6. Security Requirements:

The C&A requirements do not apply, a Security Accreditation Package is not required. The Contractor employees shall not have access to VA sensitive or computer information and will not require access to VA Facilities. No background investigation is required.

7. Place of Performance:

All work shall be done onsite at the contractors’ location with completed eyeglasses shipped back to the VISN 20 OFL unless otherwise directed, located at Boise VA Medical Center BLDG 28 Boise, ID 83702 ATTN: Specialty Lens Supervisor.

8. Delivery Schedule:

8 .1 The Contractor shall deliver all items no later than SEVEN (7) BUSINESS DAYS after receipt of VisionWeb electronic consult issued by Government authorized personnel against the contract (Receipt of the order will be determined by VA’s submittal through VisionWeb, for which the Government received an E-Order confirmation number). NOTE: If the delivery date falls on a weekend or a holiday, then the delivery date shall be the next normal business day.

8.2 The Contractor shall be responsible for informing the OFL of any work order deficiencies such as missing information, illegible prescriptions and ambiguous authorization for eyeglasses, inability to reach a government representative, payment delays or other issues. The Contractor’s failure to notify the Government will not be considered an excusable delay and subject circumstances should not be alleged to have prevented the contractor from delivering the items within the time required under this contract.

9. Performance Requirement Standards:

Performance standards define in the Quality Assurance (QA) matrix are the desired outcomes for contractor performance. The VA will perform surveillance to determine if the contractor is exceeding, meeting, or failing to meet these standards.

2. Timeliness and Accuracy of daily shipping log. Complete and accurate daily shipping log emailed to the OFL.

The Contractor shall submit logs to the ordering VA with the following information:

4. Customer Satisfaction User surveys taken and customer complaints received

1. Methods of QA Surveillance: Various methods exist to monitor performance. The OFL will use the surveillance methods listed below in the administration of this plan.

a. PERIODIC INSPECTION. (Evaluates outcomes on a periodic basis. Inspections may be scheduled [Daily, Weekly, Monthly, Quarterly, or annually] or unscheduled, as required.)

b. USER SURVEY. (Combines elements of validated user complaints and random sampling. Random survey is conducted to solicit user satisfaction. May also generate inspections and sampling.)

c. VALIDATED USER/CUSTOMER COMPLAINTS. (Relies on the patient to identify deficiencies, complaints are then investigated and validated.)

1. Documenting Performance

Performance will be documented in Contractor Performance Assessment Reporting System (CPARS) by the Contracting Officer based on contract performance information provided by the OFL and or COR.

CPARS rating categories: Quality – Schedule – Cost Control – Management CPARS ratings – Exceptional – Very Good – Satisfactory – Marginal - Unsatisfactory

1. Frequency of Measurement

Frequency of Measurement: During contract performance, the COR will periodically analyze whether the frequency of surveillance is appropriate for the work being performed.

10. Pricing Worksheet

See Attachment A: The Contractor shall provide their best firm fixed price for each CLIN on the worksheet for the base and all option years. The prices provided on the worksheet will govern an awarded contract during the performance periods. Any quantities stated are estimates only. The number of patients covered by a contract could increase or decrease within VISN 20 dependent upon beneficiaries added or removed. Estimated quantities do not include projected increases or decreases but are representative of current volume. The Government is not obligated to any specified number of products and/or services, but shall be obligated to provide payments for all items/services requested in accordance with the orders.

11. HIPPA Compliance HIPAA compliance is required under a contract. Contractor(s) must adhere to the provisions of Public Law 104-191, Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the National Standards to Protect the Privacy and Security of Protected Health Information (PHI). As required by HIPAA, the Department of Health and Human Services (HHS) has promulgated rules governing the security and use and disclosure of protected health information by covered entities, including the Department of Veterans Affairs (VA). In accordance with HIPAA, the Contractor may be required to enter a Business Associate Agreement (BAA) with VA.

12. Contract Administration Data:

12.1 Under the contract, the Contracting officer is the only person authorized to approve changes or modify any of the requirements to the contract. The contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitments or issue changes, which will affect price, quantity, or quality of performance of this contract. In the event the contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in contract price to cover any increase in costs incurred thus thereof.

12.2 Representative of contracting officer in accordance with VAAR 852.270-1: The Contracting Officer reserves the right to designate representatives to act for him/her in furnishing technical guidance and advice or generally supervise the work to be performed under this contract. Such designation will be in writing and will define the scope and limitations of the designee’s authority.

B.3 PRICE/COST SCHEDULE

“The guaranteed minimum award amount for this contract is $1,000.00. The maximum aggregate value of orders that can be placed under a resulting contract(s) is $5,000,000.00. The Government does not guarantee that it will place any orders under a contract in excess of the guaranteed minimum award amount.”

ITEM INFORMATION

APENDIX A – PRICING WORKSHEET

The pricing worksheet provides the firm fixed price for each CLIN available to order during a period of performance.

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

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

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

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

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

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

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

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

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

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

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

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

(End of Clause)

C.3 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of the contract through the end date or option year end date if exercised.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract.