36C26122Q0101_1 Olympus RFQ FINAL.pdf

This is a sole-source RFQ to Olympus America.

PAGE 1 OF1. 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. NOV 2021)

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

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

640-22-1-140-0006

36C26122Q0101 03-17-2022

Brian K. Fritz (916) 923-4348 04-06-2022

12:00 PM PDT

Department of Veterans Affairs Network Contracting Office (NCO) 21 VA Northern California Healthcare System 5342 Dudley Blvd, Bldg. 209 McClellan CA 95652-2609

532490

$35 Million

N/A

X

See section B.3 Delivery Schedule

Department of Veterans Affairs Network Contracting Office (NCO) 2 VA Northern California Healthcare System 5342 Dudley Blvd, Bldg. 209 McClellan CA 95652-2609

Department of Veteran Affairs FMS-VA-2(101) Financial Services Center

PO Box 149971 Austin TX 78714-9971

See CONTINUATION Page

See Section B.2 Price/Cost Schedule

See CONTINUATION Page

X X

Amanda J. Hildreth Contracting Officer

36C26122Q0101

Table of Contents

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

AND COMMERCIAL SERVICES

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

B.3 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

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

AND COMMERCIAL SERVICES (NOV 2021)

C.2 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ...37

C.5 VAAR 852.212-71 GRAY MARKET ITEMS (APR 2020)

C.6 VAAR 852.212-72 GRAY MARKET AND COUNTERFEIT ITEMS (MAR 2020)

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

ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

C.8 52.222-3 CONVICT LABOR (JUNE 2003)

C.9 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.10 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (JAN 2022)

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021)

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

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

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

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

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

1998)

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

E.8 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL ITEMS (FEB 2021) (JUL 2020) (DEVIATION)

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: TBD

b. GOVERNMENT: Contracting Officer 36C261 Amanda Hildreth

Department of Veterans Affairs

Network Contracting Office (NCO) 21

VA Northern California Healthcare System

5342 Dudley Blvd, Bldg. 209

McClellan CA 95652-2609

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

[X] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] Monthly

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

Department of Veteran Affairs

FMS-VA-2(101) Financial Services Center

PO Box 149971

Austin TX 78714-9971

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

AMENDMENT NO DATE

Statement of Work for GI Endoscope Lease for San Francisco

1. SCOPE

The San Francisco VA Medical Center is seeking to lease new endoscopes for the Gastroenterology department. Gastrointestinal endoscopes are complicated, flexible instruments that are inserted through the mouth and rectum and into the intestines in order to visualize and diagnose intestinal disorders, to obtain biopsies, and to insert various instruments in order to treat bleeding, remove tumors, and insert stents. The tube that is inserted into the patient (“insertion tube”) has a video chip (CCD chip) that transmits a video image. The tube also has fiber optic light bundles through which xenon can be projected into the intestine in order to view the intestinal lining. The endoscopes are connected to a video processor and light source in order to function. The light source provides illumination for the scope while the video processor manages the input from the video chip of the endoscope. Currently San Francisco maintains a fleet of Olympus endoscopes, light source, and video processors. However, the current lease on the endoscopes is set to expire on 30 April 2022 and we will need a new endoscope lease in place that can interface with our CV190 Video Processors and CLV190 Light Sources from Olympus to ensure continued functionality of the GI clinic without interruption. This will be an equipment lease options contract for Olympus endoscopes with a base period of five months, two option periods each of twelve months and one option period of seven months totalling thirty-six months of performance

2. DEFINITIONS/ACRONYMS:

CO: Contracting Officer

COR: Contracting Officer's Representative

GI: Gastroenterology

ESR: Vendor Engineering Service Report. A documentation of the services rendered for each incidence of work performance under the terms and conditions of the contract.

Authorization Signature: COR signature indicates COR accepts work status as stated in ESR.

Insertion Tube OD: Outer diameter of the scope.

Channel ID: Diameter of the channel within the scope through which instruments are inserted.

Field of View: The largest angle subtended at the lens by two objects that can be seen with the scope.

Depth of Field: The distance along the principle axis of the lens that can be clearly seen with the scope.

Gastroscope: An endoscope that is used to diagnose and treat the upper gastro-intestinal tract including the esophagus and the stomach.

Colonoscope: An endoscope that is used to diagnose and treat the lower gastro-intestinal tract including the colon and ileum.

Duodenoscope: An endoscope that is used to diagnose and treat the middle portion of the gastro-intestinal tract specifically the duodenum.

Enteroscopes: An endoscope that is used to diagnose and treat the upper portion of the small intestine, which is called jejunum.

Bending (Up/Down): The motion of the scope while it is inside the gastrointestinal tract of a patient that is in a supine position towards and away from the ground.

Bending (Left/Right): The motion of the scope while it is inside the gastrointestinal tract of a patient that is in a supine position in the plane parallel to the ground.

3. SPECIFICATIONS

GENERAL CHARACTERISTICS FOR ALL SCOPES INCLUDING GASTROSCOPES,

COLONOSCOPES, ENTEROSCOPES, AND DUODENOSCOPES:

Must be compatible with Video System Center Olympus CV-190

Must be compatible with Light Source Olympus CLV-190

GENERAL GASTROSCOPES CHARACTERISTICS:

Bending (Up/Down): 210/90 Degrees (Tolerance = ±5 Degrees)

Bending (Left/Right): 100/100 Degrees (Tolerance = ±5 Degrees)

Field of View: 140 Degrees (Tolerance = ±5 Degrees)

SPECIFIC GASTROSCOPES CHARACTERISTICS:

GIF-2TH180 (Therapeutic 2-Channel Video Gastroscope)

Insertion Tube OD: 12.6 mm (Tolerance = ±0.25 mm)

Channel ID: A:2.8/B: 3.7 mm (Tolerance = ±0.25 mm)

Working Length: 103 cm (Tolerance = ±5 cm)

Depth of Field: 2-100 mm (Tolerance = ±2 mm)

Narrow band imaging mode

Forward water jet

GIF-1TH190 (Therapeutic 1-Channel Video Gastroscope)

Insertion Tube OD: 10.9 mm (Tolerance = ±0.25 mm)

Channel ID: 3.7 mm (Tolerance = ±0.25 mm)

Working Length: 103 cm (Tolerance = ±5 cm)

Depth of Field: 2-100 mm (Tolerance = ±2 mm)

Narrow band imaging mode

Forward water jet

GIF-HQ190 (Video Gastroscope)

Insertion Tube OD: 9.9 mm (Tolerance = ±0.25 mm)

Channel ID: 2.8 mm (Tolerance = ±0.25 mm)

Depth of Field Near: 2-6 mm (Tolerance = ±0.5 mm)

Depth of Field Normal: 5-100 mm (Tolerance = ±2 mm)

Working Length: 103 cm (Tolerance = ±5 cm)

Dual focus including near and normal

Narrow band imaging mode

Forward water jet

GIF-XP190 (Ultra Slim Video Gastroscope)

Insertion Tube OD: 5.8 mm (Tolerance = ±0.25 mm)

Channel ID: 2.2 mm (Tolerance = ±0.25 mm)

Depth of Field: 3-100 mm (Tolerance = ±2 mm)

Working Length: 110 cm (Tolerance = ±5 cm)

Narrow band imaging mode

Dual light guides

GIF-H190 (Gastroscope HD Video)

Channel width: 2.8

Working length: 1030

Field of view: 140

Direction of view: Forward viewing

Depth of field: 2-100

Outer diameter: 9.2

Max angulation: 210

Max angulation down: 90

Max angulation right: 100

Max angulation left: 100

GENERAL COLONOSCOPE CHARACTERISTICS:

Bending (Up/Down): 180/180 Degrees (Tolerance = ±5 Degrees)

Bending (Left/Right): 160/160 Degrees (Tolerance = ±5 Degrees)

Working Length: 168 cm (Tolerance = ±10 cm)

High Definition Camera

Narrow Band Imaging

SPECIFIC COLONOSCOPE CHARACTERISTICS:

PCF-HQ190L (Slim Colonoscope w/ Dual Focus NBI)

Outer diameter of insertion tube: 12.0 mm

Outer diameter of distal end: 11.8 mm

3.2 mm diameter channel.

4-way angulation (180°up, 180°down and 160° right and left)

The field of view: 170°

RIT available

Water jet function is available

Dual Focus available

PCF-H190TL (Slim Colonoscope)

Outer diameter of insertion tube: 10.5mm

Outer diameter of distal end; 9.8mm

3.2mm diameter channel

4-way angulation

Field of view: 140 degrees

Variable stiffness and high force transmission are available

Water jet function available

PCF-PH190L (Video Colonoscope)

Channel width: 3.2

Working length: L: 1680, I: 1330

Field of view: 140

Direction of view: forward viewing

Depth of field: 2-100

Outer diameter: 9.7

Max angulation up: 180

Max angulation down: 180

Max angulation right: 160

Max angulation left: 160

CF-HQ190L (Video Colonoscope)

Channel width; 3.7

Working length L: 1680, I: 1330

Field of View: Normal 170, Near 160

Direction of view: forward viewing

Depth of field: normal 5-100, near 2-6

Outer diameter: 13.2

Max angulation up: 180

Max angulation down: 180

Max angulation right: 160

Max angulation left: 160

SPECIFIC ENTEROSCOPE CHARACTERISTICS (SIF-Q180):

Insertion Tube OD: 9.2 mm (Tolerance = ±0.25 mm)

Channel ID: 2.8 mm (Tolerance = ±0.25 mm)

Bending (Up/Down): 180/180 Degrees (Tolerance = ±5 Degrees)

Bending (Left/Right): 160/160 Degrees (Tolerance = ±5 Degrees)

Working Length: 200 cm (Tolerance = ±10 cm)

Field of View: 140 Degrees (Tolerance = ±5 Degrees)

Depth of Field: 3-100 mm (Tolerance = ±2 mm)

Narrow Band Imaging

SPECIFIC DUODENOSCOPE CHARACTERISTICS (TJF-Q190V):

Insertion Tube OD: 11.3 mm (Tolerance = ±0.25 mm)

Channel ID: 4.2 mm (Tolerance = ±0.25 mm)

Bending (Up/Down): 120/90 Degrees (Tolerance = ±5 Degrees)

Bending (Left/Right): 90/110 Degrees (Tolerance = ±5 Degrees)

Working Length: 124 cm (Tolerance = ±5 cm)

Field of View: 100/5 (Backward side viewing) Degrees (Tolerance = ±2 Degrees)

Depth of Field: 5-60 mm (Tolerance = ±2 mm)

Narrow Band Imaging

Dual locking mechanism for secure guide wire locking

Olympus shall provide the most updated technology for the GIF-HQ190, PCF-HQ190L, and SIF- Q180 after the base year or when the updated technology is available for lease, whichever comes first.

4. TRADE IN OF EXSISTING EQUIPMENT

All trade-in equipment has been addressed in previous iterations of this lease agreement.

5. DELIVERY LOCATION:

San Francisco VAMC (4150 Clement Street San Francisco, CA 94121)

• (Qty: 1) Therapeutic 2-Channel Video Gastroscope, Model GIF-2TH180

• (Qty: 7) Video Gastroscope, Model GIF-HQ190

• (Qty: 2) Ultra-Slim Video Gastroscope, Model GIF-XP190

• (Qty: 1) Ultra-Slim Video Colonoscope, Model PCF-PH190L

• (Qty: 6) Slim Colonoscope w/ Dual Focus NBI, Model PCF HQ190L

• (Qty: 1) Slim Colonoscope, Model PCF-H190TL

• (Qty: 13) Video Colonoscope, Model CF-HQ190L

• (Qty: 3) Video Duodenoscope, Model TJF-Q190V

• (Qty: 3) Therapeutic 1-Channel Video Gastroscope, Model GIF-1TH190

• (Qty: 1) Therapeutic Enteroscope, Model SIF-Q180

• (Qty: 1) Gastroscope HD Video, Model GIF-H190

6. DELIVERY AND ACCEPTANCE

Delivery of the equipment shall be F.O.B. destination point. Upon delivery to the equipment location, customer shall inspect the equipment and give written notice of acceptance or rejection within 60 days from the date of delivery of the Equipment.

7. LOSS OR DAMAGE

The contractor shall be responsible for all loss or damage to the equipment during periods of transportation and installation. If any accessory is lost while the equipment is in the possession of the customer, the contractor shall not be held responsible. The cost of the item lost shall be determined by the fair market value, compensating for depreciation, at the time of the loss.

Should the equipment need to be relocated, the contractor shall assist with the relocation of the equipment, if required, at no cost to the customer.

8. OWNERSHIP

The Equipment shall remain in the possession of customer until expiration or earlier termination of the lease. Any assignment, sale, bankruptcy, or other transfer of the equipment by the contractor will not relieve the contractor of its obligations to customer and will not change customer’s duties or increase the burdens or risks imposed on the customer under this lease. The customer may elect to purchase any or all of the equipment at the expiration of the completed term upon making a payment to contractor of an amount equal to the equipment’s fair market value. Upon payment, thorough inspection, and needed repair and maintenance, the contractor shall transfer the title of the equipment to the customer.

9. REPAIR SERVICES/WARRANTY:

Upon notification from customer of a defective endoscope, contractor will provide repair service, which may consist of calibrations, adjustments, part replacements, complete system refurbishment, and other repair services. All aspects of repair and maintenance will be included:

loaners, shipping, and all parts and services.

10.PARTS:

The Contractor shall furnish and replace parts to meet original manufacture’s specifications for operation, safety, and regulatory. The Contractor has ready access to all Original Equipment Manufacture parts, including unique and/or high failure replacement parts. All parts supplied shall be from the Original Equipment Manufacturer. The contract shall include all parts, which shall be of current manufacture and have complete versatility with the leased equipment. All parts shall perform identically to the original equipment specifications.

11.COMPETENCY OF PERSONNEL SERVICING EQUIPMENT:

A. The service shall only be performed by personnel who are fully qualified and trained by original equipment manufacturer.

B. The term "Fully Qualified” is based upon training and experience in the field. In order to be fully qualified, the service personal shall have successfully completed a formalized training program for the particular piece of equipment.

C. Contractor shall provide written assurance of the competency of their service personnel and a list of credentials of the service personnel for every make and model of the scope.

The CO may authenticate the training requirements, request training certificates or credentials from Contractor at any time for any personnel who are servicing any equipment. The CO and/or the Chief Biomedical Engineer or their designee specifically reserves the right to reject any of the Contractor's personnel and refuse them permission to work on the equipment.

D. All Contractor scopes shall only be serviced by original equipment manufacturer. No scope repairs shall be done by a third party.

12.DOCUMENTATION/REPORTS:

Contractor shall provide detailed documentation for all inspections and repair services. The documentation shall include detailed descriptions of the repair/warranty services performed including replaced parts required to maintain the equipment in accordance with original equipment manufacturer's specifications. This includes detailed documentation to satisfy any incidents associated with leased equipment. In addition, each ESR must, at a minimum, document the following data legibly and in complete detail:

A. Name of contractor and contract number

B. Name of FSE who performed services

C. Contractor service ESR number/log number

D. Date, time (starting and ending), equipment downtime

E. Description of problem reported

F. Identification of equipment to be serviced:

1. Manufacturer's name

2. Device name

3. Model number

4. Serial number

5. Any other manufacturer's identification numbers

G. Itemized Description of following Service Performed will be included:

1. Labor

2. Parts (with part numbers)

3. Materials and Circuit Location of problem/corrective action.

13.PAYMENT:

There shall be no payments made for anything other than the leasing costs. All costs of repair, service, loaners, shipping, etc. will be covered under this contract. The contractor shall bill partially for the first and last month if applicable. The monthly payments shall remain the same for every month unless the lease is modified. This fixed sum shall also continue through the complete lease terms to include any option years.

14.TAXES:

The contractor shall not charge taxes because the customer is a Federal Government entity.

15. REPORTING REQUIRED SERVICES BEYOND THE CONTRACT

SCOPE:

Although all costs pertaining to the equipment will be covered under this contract, should there be any reason for a contractor to believe, for any reason, that they will not cover any costs associated to damage, repair, or service to the equipment, the contractor shall notify the CO and the Chief Biomedical Engineer within 24 hours. The contractor shall immediately notify the CO and the Chief Biomedical Engineer in writing of the existence of any defects in, or repairs required to, the leased equipment, which the contractor considers he/she is not responsible for under the terms of the contract.

16.CONDITION OF EQUIPMENT:

The Contractor accepts responsibility for the equipment being used for trade-in value. Failure to inspect the trade-in equipment prior to contract award will not relieve the contractor from any value associated with estimates provided in proposals.

All used equipment that is sent from customers to the contractor shall be disinfected, sterilized, and made safe to operate and handle. Every such piece of equipment that leaves the facility shall be clearly identified as disinfected and/or sterilized.

All scopes that are going to be leased will be brand new. If a scope is damaged beyond repair, the contractor shall replace the scope with an equivalent scope that is brand new. There will be no cost associated with this exchange. All costs that will be associated with this type of an exchange shall be coved under this contract.

17.IDENTIFICATION AND PARKING:

Contractor personnel, while on VA premises, shall wear visible identification at all times. The service or sales personnel shall follow all the local policies in terms of identification and entry on VA premises. Entry and egress procedures of the facility should be followed by sales and service professionals at all times.

It is the responsibility of contractor to park in the appropriate parking areas. If parked in areas other than those that are appropriate, contractor will be liable for all fines that occur as a result.

Information on parking is available from each VA Police department.

Possession of weapons and firearms on any VA facility is prohibited.

Violations of VA regulations may result in citation answerable in the United States (Federal) District Court, not a local district, state, or municipal court.

18.RETURN OF EQUIPMENT

If the customer wants to return the equipment at any time such as early termination of lease, end of lease term, repair of equipment, maintenance of equipment, the contractor shall bear all the costs associated with the transportation of the equipment from one location to another along with any insurance if needed. The contactor shall be liable for any damage that occurs during transportation of the equipment. After receiving the equipment, the contractor shall inspect the equipment and if there are any instances where the contractor believes that customer is liable for the damage, he shall notify the CO and the Chief Biomedical Engineer in writing within 24 consecutive hours.

19.[RESERVED]

B.2 PRICE/COST SCHEDULE

ITEM INFORMATION

ITEM

NUMBE

R

DESCRIPTION OF

SUPPLIES/SERVIC

ES

QUANTIT

Y

UNI

T UNIT PRICE AMOUNT

0001 5.00 MO ________________

Equipment Lease for GI Scope PCF-HQ190L (Qty: 6) Contract Period: Base

POP Begin: 05-01-2022 POP End: 09-30-2022

0002 5.00 MO ________________

Equipment Lease for GI Scope PCF-H190TL (Qty: 1) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0003 5.00 MO ________________

Equipment Lease for GI Scope GIF-H190 (Qty: 1) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0004 5.00 MO ________________

Equipment Lease for GI Scope TJF-Q190VSSTENT-VA (Qty:

3) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0005 5.00 MO ________________

Equipment Lease for GI Scope GIF-2TH180 (Qty: 1) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0006 5.00 MO ________________

Equipment Lease for GI Scope GIF-HQ190 (Qty: 7) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0007 5.00 MO ________________

Equipment Lease for GI Scope GIF-XP190 (Qty: 2) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0008 5.00 MO ________________

Equipment Lease for GI Scope PCF-PH190L (Qty: 1) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0009 5.00 MO ________________

Equipment Lease for GI Scope CF-HQ190L (Qty: 13) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0010 5.00 MO ________________

Equipment Lease for GI Scope GIF-1TH190 (Qty: 3) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0011 5.00 MO ________________

Equipment Lease for GI Scope SIF-Q180 (Qty: 1) Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

0012 5.00 MO ________________

Monthly Service Payment Contract Period: Base POP Begin: 05-01-2022 POP End: 09-30-2022

1001 12.00 MO ________________

Equipment Lease for GI Scope PCF-HQ190L (Qty: 6) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1002 12.00 MO ________________

Equipment Lease for GI Scope PCF-H190TL (Qty: 1) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1003 12.00 MO ________________

Equipment Lease for GI Scope GIF-H190 (Qty: 1) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1004 12.00 MO ________________

Equipment Lease for GI Scope TJF-Q190VSSTENT-VA (Qty:

3)

Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1005 12.00 MO ________________

Equipment Lease for GI Scope GIF-2TH180 (Qty: 1) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1006 12.00 MO ________________

Equipment Lease for GI Scope GIF-HQ190 (Qty: 7) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1007 12.00 MO ________________

Equipment Lease for GI Scope GIF-XP190 (Qty: 2) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1008 12.00 MO ________________

Equipment Lease for GI Scope PCF-PH190L (Qty: 1) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1009 12.00 MO ________________

Equipment Lease for GI Scope CF-HQ190L (Qty: 13) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1010 12.00 MO ________________

Equipment Lease for GI Scope GIF-1TH190 (Qty: 3) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1011 12.00 MO ________________

Equipment Lease for GI Scope SIF-Q180 (Qty: 1) Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

1012 12.00 MO ________________

Monthly Service Payment Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023

2001 12.00 MO ________________

Equipment Lease for GI Scope PCF-HQ190L (Qty: 6) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2002 12.00 MO ________________

Equipment Lease for GI Scope PCF-H190TL (Qty: 1) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2003 12.00 MO ________________

Equipment Lease for GI Scope GIF-H190 (Qty: 1) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2004 12.00 MO ________________

Equipment Lease for GI Scope TJF-Q190VSSTENT-VA (Qty:

3) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2005 12.00 MO ________________

Equipment Lease for GI Scope GIF-2TH180 (Qty: 1) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2006 12.00 MO ________________

Equipment Lease for GI Scope GIF-HQ190 (Qty: 7) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2007 12.00 MO ________________

Equipment Lease for GI Scope GIF-XP190 (Qty: 2)

Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2008 12.00 MO ________________

Equipment Lease for GI Scope PCF-PH190L (Qty: 1) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2009 12.00 MO ________________

Equipment Lease for GI Scope CF-HQ190L (Qty: 13) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2010 12.00 MO ________________

Equipment Lease for GI Scope GIF-1TH190 (Qty: 3) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2011 12.00 MO ________________

Equipment Lease for GI Scope SIF-Q180 (Qty: 1) Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2012 12.00 MO ________________

Monthly Service Payment Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

3001 7.00 MO ________________

Equipment Lease for GI Scope PCF-HQ190L (Qty: 6) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3002 7.00 MO ________________

Equipment Lease for GI Scope PCF-H190TL (Qty: 1) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3003 7.00 MO ________________

Equipment Lease for GI Scope GIF-H190 (Qty: 1) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3004 7.00 MO ________________

Equipment Lease for GI Scope TJF-Q190VSSTENT-VA (Qty:

3) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3005 7.00 MO ________________

Equipment Lease for GI Scope GIF-2TH180 (Qty: 1) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3006 7.00 MO ________________

Equipment Lease for GI Scope GIF-HQ190 (Qty: 7) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3007 7.00 MO ________________

Equipment Lease for GI Scope GIF-XP190 (Qty: 2) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3008 7.00 MO ________________

Equipment Lease for GI Scope PCF-PH190L (Qty: 1) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3009 7.00 MO ________________

Equipment Lease for GI Scope CF-HQ190L (Qty: 13) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3010 7.00 MO ________________

Equipment Lease for GI Scope GIF-1TH190 (Qty: 3)

Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3011 7.00 MO ________________

Equipment Lease for GI Scope SIF-Q180 (Qty: 1) Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

3012 7.00 MO ________________

Monthly Service Payment Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 04-30-2025

GRAND TOTAL ________________

B.3 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY

DELIVERY

DATE

0001 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0002 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0003 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0004 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0005 SHIP TO: San Francisco VAMC 4150 Clement Street

5.00 1 May 2022

San Francisco, CA 94121

USA

0006 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0007 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0008 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0009 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0010 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0011 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

0012 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

5.00 1 May 2022

1001 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1002 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1003 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1004 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1005 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1006 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1007 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1008 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1009 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1010 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1011 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2022

1012 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

12.00 1 October 2022

USA

2001 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2002 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2003 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2004 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2005 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2006 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2007 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2008 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2009 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2010 SHIP TO: San Francisco VAMC 12.00 1 October 2023

4150 Clement Street San Francisco, CA 94121

USA

2011 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

2012 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

12.00 1 October 2023

3001 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3002 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3003 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3004 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3005 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3006 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3007 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

7.00 1 October 2024

3008 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3009 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3010 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3011 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

USA

7.00 1 October 2024

3012 SHIP TO: San Francisco VAMC 4150 Clement Street San Francisco, CA 94121

7.00 1 October 2024

SECTION C - CONTRACT CLAUSES

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

PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

(End of Clause)

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

PRODUCTS AND COMMERCIAL SERVICES

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 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified.