36C79118R0013-001.pdf

FedBizOpps Combined Synopsis/Solicitation Notice

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* = Required Field FedBizOpps Combined Synopsis/Solicitation Notice Rev. March 2010

Pulse Oximeters IDIQ

80401 -5621

36C79118R0013

02/01/2018

N

339112

Department of Veterans Affairs Commodities & Services Acquisition Svc (003B6E) 555 Corporate Circle Golden CO 80401-5621

Joseph Hodge Joseph.hodge@va.gov 720-497-2310

Denver Logistics Center 555 Corporate Circle Golden CO 80401

USA

www.va.gov

Veterans Affairs website

Joseph.hodge@va.gov

Contracting specialists email mailto:Joseph.hodge@va.gov

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued.

1. This solicitation is issued as a Request for Proposal (RFP) from the Department of Veterans Affairs, Commodities & Services Acquisition Service (CSAS). It is numbered 36c79118R0013.

2. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-95 effective 19 Jan 2017.

3. This procurement is unrestricted. All responsible sources may submit an offer.

NAICS Code: 339112 Small Business Size Standard: 1,000 employees

4. CLINs requested are as listed below:

0001-Finger Pulse Oximeter Non-Bluetooth

0002- Finger Pulse Oximeter with Bluetooth

5. Description of requirements: Pulse Oximeters for Veterans enrolled in the VA Home Telehealth and

VA Video Connect programs to use in their homes to monitor data for the clinicians use. The specifications for each Pulse Oximeter are listed in section B.3 - Minimum Technical Requirements.

Salient characteristics required for each type of Pulse Oximeter for each contract line item (CLIN) are listed.

6. Date(s) and place(s) of delivery and acceptance and FOB point:

DELIVERY INFORMATION

Delivery schedule: 10 days after receipt of order (ARO). F.O.B. DESTINATION unless otherwise specified.

Delivery Address: The Department of Veterans Affairs Denver Logistics Center (DLC) Golden, CO 80401

Mark for: Warehouse - Armando Encinias

SHIPPING REQUIREMENTS

The commercially accepted shipping containers must be clearly marked to indicate the contractor’s name and the following:

a) Name and complete address of the contractor

b) VA Purchase Order Number

c) If “Mark for:” information is specified, then this information MUST appear on all containers.

d) Scan Capable Serial number label on outside of packaging for each unit (finger pulse oximeter included in an order.

A commercial packing list, including the description of material shipped, name of item, item number, quantity, number of containers, and package number (if any), should be included.

If more than one order is shipped per container, each order shall be packed in a separate container or package and must contain an individual packing list, as specified above, for that order.

7. The provision at 52.212-1, Instructions to Offerors—Commercial, applies to this acquisition and the following addenda apply:

ADDENDA TO 52.212-1:

Offers may be submitted via e-mail to joseph.hodge@va.gov, or fax to (720) 497-2310 Products samples are not required but may be requested by the Contracting Officer.

Multiple offers will be accepted. Offers for different manufacturers are considered multiple offers.

8. The provision at 52.212-2, Evaluation—Commercial Items, will be used for this procurement. The following addenda to this provision are applicable:

ADDENDA TO 52.212-2: All awards made as a result of this Solicitation will be made on a

Lowest Price Technically Acceptable basis. One award will be made per contract line item for a base year and four option years. Proposals may be submitted for one contract line item or multiple contract line items.

The Government shall perform a Technical Evaluation of the descriptive literature, and performance specifications to determine whether the offered items meet the solicitation’s product description and minimum technical requirements. This evaluation will result in a determination that the offered items are Technically Acceptable or Technically Unacceptable. All Offered products that fail to provide sufficient evidence of compliance with the minimum technical requirements will receive no further consideration.

9. Offerors must include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications—Commercial Items, with its offer. Offers that do not include a completed copy of the provision 52.212-3 may be considered unresponsive and excluded from consideration.

10. Clause at 52.212-4, Contract Terms and Conditions—Commercial Items, applies to this acquisition. The following addenda are applicable to the clause:

ADDENDA TO CLAUSE 52.212-4:

CONTRACTOR REMITTANCE ADDRESS

All payments by the Government to the contractor will be made in accordance with:

52.232-34, Payment by Electronic Funds Transfer -Other than Central Contractor Registration.

ADDENDA TO CLAUSE 52.212-4:

CONTRACT PAYMENT

mailto:joseph.hodge@va.gov

Method of payment for goods ordered under this contract will be made by Electronic Funds Transfer

(EFT).

If awarded a contract, you must be registered to receive payments electronically.

ADDENDA TO CLAUSE 52.212-4:

INVOICE PROCEDURES

All invoices from the Contractor must be submitted through Tungsten, a third party contractor for the FSC e-Invoice Program through the VA FSC portal:

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

VA FSC

P.O. Box 149971 Austin, TX 78714

FSC e-Invoice contact information - 1-877-353-9791

Invoices submitted for payment will be completed in accordance with FAR 52.212-4(g).

Invoices will be submitted in arrears as products are shipped.

Detailed instructions for invoice submission will be provided to awardee(s).

11. The clause at 52.212-5, Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Items, applies to this acquisition to include:

52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

ADDENDA TO CLAUSE 52.212-5:

The following clauses are applicable to this solicitation:

52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2016) (Pub. L.

109–282) (31 U.S.C. 6101 note).

52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and (3)).

52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C 632(a)(2)).

52.222-3, Convict Labor (June 2003) (E.O. 11755).

52.222–19, Child Labor—Cooperation with Authorities and Remedies (OCT 2016) (E.O. 13126).

52.222-21, Prohibition of Segregated Facilities (APR 2015).

52.222–26, Equal Opportunity (SEP 2016) (E.O. 11246).

52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.

13496).

52.222-50, Combating Trafficking in Persons (MAR 2015) (22 U.S.C. chapter 78 and E.O. 13627).

52.222-60, Paycheck Transparency (Executive Order 13673) (OCT 2016).

52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

52.225–5, Trade Agreements (OCT 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(12)).

12. The following additional contract requirement(s) or terms and conditions are determined by the contracting officer to be necessary for this acquisition and are consistent with customary commercial practices.

The contractor must contact the Contracting Officer on all matters pertaining to administration.

Only the Contracting Officer is authorized to make commitments or issue changes that will affect the price, quantity or delivery terms of the contract.

13. The Defense Priorities and Allocations System (DPAS) is not applicable to this solicitation. There is no DPAS rating.

14. Offers are due via e-mail, fax, or delivery on 12 February 2018, at 11:59 PM Mountain Standard Time

(MST).

Offers must be submitted to one of the following:

Regular Mail:

Department of Veterans Affairs Commodities & Services Acquisition Service Attn: Joseph Hodge PO Box 25166 Denver, CO 80225-0166

UPS, FEDEX, Overnight, Courier, Hand Carried:

Department of Veterans Affairs Commodities & Services Acquisition Service Attn: Joseph Hodge 555 Corporate Circle Golden, CO 80401

E-mail:

Joseph Hodge , Joseph.hodge@va.gov

15. Contact information regarding the solicitation is:

GOVERNMENT POINT OF CONTACT:

Agency: Department of Veterans Affairs Commodities & Services Acquisition Service (CSAS) Address: P.O. Box 25166 Denver, CO 80225-0166

Overnight 555 Corporate Circle Address: Golden, CO 80401

Primary Name: Joseph Hodge Title: Contract Specialist E-Mail Address: joseph.hodge@va.gov Phone No. (303) 273-6227 Fax No.: (303)-215-9140

Secondary Name: Kyle Shaffer Title: Contracting Officer E-Mail Address: kyle.shaffer@va.gov Phone No. (303) 273-6222 Fax No.: (303)-215-9140 mailto:ray.blomquist@va.gov mailto:joy.bartlett@va.gov

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 SUBCONTRACTING PLAN--MONITORING AND COMPLIANCE (JUN 2011)

B.3 MINIMUM TECHNICAL REQUIREMENTS

B.4 GUARANTEED MINIMUM

B.5 CONTRACT CEILING AMOUNT

B.6 PRICE/COST SCHEDULE

ITEM INFORMATION

SECTION C - CONTRACT CLAUSES

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

2017)

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

C.3 52.216-18 ORDERING (OCT 1995)

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

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.7 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (NOV 2016)

C.8 52.225-5 TRADE AGREEMENTS (OCT 2016)

C.9 VAAR 852.203-70 COMMERCIAL ADVERTISING (JAN 2008)

C.10 VAAR 852.203-71 DISPLAY OF DEPARTMENT OF VETERAN AFFAIRS HOTLINE

POSTER (DEC 1992)

C.11 VAAR 852.219-9 VA SMALL BUSINESS SUBCONTRACTING PLAN MINIMUM

REQUIREMENTS (DEC 2009)

C.12 VAAR 852.219-71 VA MENTOR-PROTÉGÉ PROGRAM (DEC 2009)

C.13 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV

2012)

C.14 VAAR 852.246-71 INSPECTION (JAN 2008)

C.15 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (JAN 2017)

C.16 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (JAN 1998)

C.17 MANDATORY WRITTEN DISCLOSURES

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS N/A

SECTION E - SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JAN 2017)

E.2 NOTICES TO OFFERORS

E.3 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998)

E.4 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2016)

E.5 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (OCT 2015) 47

E.6 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013)

E.7 52.216-1 TYPE OF CONTRACT (APR 1984)

E.8 52.216-27 SINGLE OR MULTIPLE AWARDS (OCT 1995)

E.9 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.10 VAAR 852.233-70 PROTEST CONTENT/ALTERNATIVE DISPUTE RESOLUTION

(JAN 2008)

E.11 VAAR 852.233-71 ALTERNATE PROTEST PROCEDURE (JAN 1998)

E.12 VAAR 852.270-1 REPRESENTATIVES OF CONTRACTING OFFICERS (JAN 2008) 51

E.13 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

E.14 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL

ITEMS (JAN 2017)

E.15 52.214-34 SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE (APR 1991) .. 72

E.16 52.214-35 SUBMISSION OF OFFERS IN U.S. CURRENCY (APR 1991)

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 36C791

Department of Veterans Affairs Commodities & Services Acquisition (CSAS) Service (003B6E) 555 Corporate Circle Golden CO 80401-5621

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

[X] 52.232-34, Payment by Electronic Funds Transfer—Other Than System For Award Management, or

[] 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly []

b. Semi-Annually []

c. Other [X] After receipt of each delivery order

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.

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

VA FSC

P.O. Box 149971 Austin, TX 78714

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

AMENDMENT NO DATE

B.2 SUBCONTRACTING PLAN--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-9, Small Business Subcontracting Plan, and VAAR 852.219-9, VA Small Business Subcontracting Plan Minimum Requirement. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing the contractor's compliance with the plan, including reviewing the contractor's accomplishments in achieving the subcontracting goals in the plan. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting plan.

B.3 MINIMUM TECHNICAL REQUIREMENTS

1. This solicitation may result in one or more fixed price, indefinite delivery indefinite quantity (IDIQ) contracts for a base year with four – one (1) year option periods to be exercised at VA CSAS discretion.

One award may be made per contract line item (CLIN) to the offerors whose offers conforming to the solicitation are determined to be the lowest price and technically acceptable. The Government reserves the right not to make an award on all CLINs.

2. The offeror is required to offer prices for a base year and four option year periods identified in the Schedule for each line item they are proposing to supply. Unit Prices awarded for the base and option year periods will remain in effect for the respective contract base year or option periods, if exercised, without an increase. Evaluation of options and award of option year pricing shall not obligate the Government to exercise any option(s) periods.

3. Estimated Quantities: The estimated quantities listed in the Schedule of Items are estimates of the total annual requirement for a CLIN and are NOT commitments by the Government. The Government may place orders at quantities less than or greater than the estimated total quantity as stated in the schedule of items. There is no express or implied guarantee of regular orders.

4. This is a Firm-Fixed-Price, Indefinite delivery, Indefinite quantity contract resulting from the solicitation (See 52.216-22, INDEFINITE QUANTITY (OCT 1995). As noted Unit Prices awarded for the base and option year periods will remain in effect for the respective contract base year or option periods, if exercised, without an increase. As stated within this solicitation, the quantities of supplies specified in the Schedule are estimates only and are not purchased by this contract.

5. The ONLY guaranteed minimum for resulting contract(s), provided the terms of Section B are complied with, is the guaranteed minimum amount for supplies to be ordered per contract listed in section B.3, Guaranteed Minimum.

The minimum technical requirements and minimum product description for each CLIN are listed below and must be met with the submission of any offer. Contractor shall furnish Pulse Oximeters in accordance with the salient characteristics listed below for each CLIN.

Offerors shall submit product brochures or other documentation listing the salient characteristics for each Pulse Oximeter quoted. If the descriptive literature does not contain sufficient detail please submit a technical proposal documenting your compliance with the salient characteristics.

The country of manufacture must be stated in the proposal or product literature. Failure to disclose the country where the product was manufactured may result in exclusion from consideration.

Award will be made on a lowest price, technically acceptable (LPTA) basis per line item.

The Government will evaluate on a pass/fail basis and the offeror will be considered technically acceptable if it meets all of the minimum criteria listed below for each proposed CLIN.

0001 Finger Pulse Oximeter Non-Bluetooth

• Oxygen saturation display range (0% to 100%)

• Pulse rate display range (18 to 321 pulses per minute)

• Oxygen saturation declared accuracy range (70 – 100% SpO2 ± 2 digits)

• Low perfusion oxygen saturation declared accuracy range (70 – 100% SpO2 ± 2 digits)

• Pulse rate declared accuracy range (20 – 250 BPM ± 3 digits)

• Digital LCD display model: 2.75" L, 1.5" W, 1.125" D

• Fits finger thickness range: 0.3" to 1.0" (works with most pediatric and adult finger sizes)

• Low perfusion pulse rate declared accuracy range (40 – 240 BPM ± 3 digits)

• Operating altitude (up to 40,000 feet)

• Uses one AAA battery (approximately 2,400 spot checks)

• Battery life – 24 hour continuous (approximately 2,400 spot checks)

• Battery life – storage (6 months minimum)

• Carrying Case

0002 Finger Pulse Oximeter with Bluetooth capabilities

• Bluetooth Capability

• Oxygen saturation display range (0% to 100%)

• Pulse rate display range (18 to 321 pulses per minute)

• Oxygen saturation declared accuracy range (70 – 100% SpO2 ± 2 digits)

• Low perfusion oxygen saturation declared accuracy range (70 – 100% SpO2 ± 2 digits)

• Pulse rate declared accuracy range (20 – 250 BPM ± 3 digits)

• Digital LCD display model: 2.75" L, 1.5" W, 1.125" D

• Fits finger thickness range: 0.3" to 1.0" (works with most pediatric and adult finger sizes)

• Low perfusion pulse rate declared accuracy range (40 – 240 BPM ± 3 digits)

• Operating altitude (up to 40,000 feet)

• Uses one AAA battery (approximately 2,400 spot checks)

• Battery life – 24 hour continuous (approximately 2,400 spot checks)

• Battery life – storage (6 months minimum)

• Carrying case

Delivery is FOB Destination to: The Department of Veterans Affairs Denver Logistics Center Attn: Warehouse – Armando Encinias 555 Corporate Circle Golden, CO 80401

Normal delivery is required within ten business days after receipt of order (ARO). Any device not received within this time will be considered delinquent.

B.4 GUARANTEED MINIMUM

(a) The minimum amount of services or supplies that the Government agrees to order per contract, including all options, is $5,000. The minimum guaranteed is established per contract and the same minimum guarantee applies regardless of the number of Contract Line Item Numbers (CLINs) included in the contract. If option periods are exercised, the contract will be deemed to be extended by the terms of the option and there will be no change to the stated guaranteed minimum. In the event that the minimum is not ordered, by the expiration date of the contract, the Government will pay (upon request) the difference between the amount ordered and $5,000. Request for payment of any amount due shall be submitted in writing to the Contracting Officer within 30 calendar days after the end of the contract period.

(b) The guaranteed minimum does not apply if the contract is terminated for cause.

B.5 CONTRACT CEILING AMOUNT

The maximum value of supplies that the Government may order during the contract performance period, per contract, including all options if exercised, will be $10,000,000.

B.6 PRICE/COST SCHEDULE

Schedule Chart Format:

The first digit in the ITEM NUMBER column represents the base or option year. The last digit in the ITEM NUMBER column is the contract line item number for each item and will remain the same for each contract period.

Estimated quantities: See below. Estimates were based on historical sales data from the Department of Veterans Affairs, Denver Acquisition & Logistics Center, and sales to Other Government Agencies.

Usage trend projections were used for option year quantity estimates. The estimated quantities listed in the Schedule of Items are estimates of the total annual requirement for a CLIN and are NOT commitments by the Government.

ITEM INFORMATION

ITEM

NUMBER

DESCRIPTION OF

SUPPLIES/SERVICES

ESTIMATED

QUANTITY UNIT UNIT PRICE AMOUNT

0001 Finger Pulse Oximeter Non-Bluetooth Base Year

3600 EA _______________ ________________

0002 Finger Pulse Oximeter with Bluetooth capabilities Base Year

2400 EA _______________

1001 Finger Pulse Oximeter

Option Year 1

3960 EA _______________ ________________

1002 Finger Pulse Oximeter with Bluetooth

Option Year 1

2640 EA _______________

2001 Finger Pulse Oximeter

Option Year 2

4356 EA _______________ ________________

2002 Finger Pulse Oximeter with Bluetooth

Option Year 2

2904 EA _______________

3001 Finger Pulse Oximeter

Option Year 3

4792 EA _______________ ________________

3002 Finger Pulse Oximeter with Bluetooth

Option Year 3

3194 EA _______________

4001 Finger Pulse Oximeter

Option Year 4

5271 EA _______________ ________________

4002 Finger Pulse Oximeter with Bluetooth

Option Year 4

3514 EA _______________

5001 Finger Pulse Oximeter Non-Bluetooth

6 MONTH

EXTENSION

5271 EA _______________ ________________

5002 Finger Pulse Oximeter with Bluetooth capabilities

6 MONTH

EXTENSION

3514 EA _______________

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 at 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. (TAILORED). Except as otherwise provided by an express or implied warranty, the Contractor will not be liable in a breach of warranty action 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 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 of the FAR;

(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 FAR 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 Use 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.

https://www.acquisition.gov/

(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)

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/

FAR

Number

Title Date

52.203-17

52.232-17

CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS

AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

INTEREST

APR 2014

MAY 2014

FAR

Number

Title Date

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED

PAPER

MAY 2011

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

JUL 2016

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 of the effective period.

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

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

(End of Clause)

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $500,000.00;

(2) Any order for a combination of items in excess of $500,000.00; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 business days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

C.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

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

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

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

(End of Clause)

C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 10 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at 30 least days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of Clause)

C.7 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (NOV 2016)

(a) Definitions. As used in this contract—

HUBZone small business concern means a small business concern, certified by the Small Business Administration that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration.

Service-disabled veteran-owned small business concern—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

Small business concern means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto.

Small disadvantaged business concern, consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that—

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by—

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

(2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

Veteran-owned small business concern means a small business concern—

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C.

101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

Women-owned small business concern means a small business concern—

(1) That is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent…