36C79119Q0014-001.docx

36C79119Q0014

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

36C79119Q0014 07- 2-2019 Star Yeo 303-273-6211 08-02-2019

3:00 PM MTN

36C791 Department of Veterans Affairs Commodities & Services Acquisition Svc (003B6E) 555 Corporate Circle Golden CO 80401-5621 X 339113 750 Employees N/A X 36C791 Department of Veterans Affairs Commodities & Services Acquisition Svc 555 Corporate Circle Golden CO 80401-5621 Department of Veterans Affairs Commodities & Services Acquisition Svc (003B6E) 555 Corporate Circle Golden CO 80401-5621

Department of Veterans Affairs Commodities & Services Acquisition Svc (003B6E) 555 Corporate Circle Golden CO 80401-5621 See CONTINUATION Page The Department of Veteran Affairs is issuing a solicitation for an IDIQ for the purchase of Artificial Larynges and Accessories for the Denver Logistic Center, WTO GPA and FTAs apply to the acquistion. These trade agreements apply to all items in the Schedule. See Section C, clause FAR 52.225-5 Trade Agreements and FAR 52.225-6 Trade Agreements Certificates regarding U.S. made or designated country end products requirements. FDA Device Registration and Listing requirements are also incorporated into this solicitation.

X X X Star M Yeo

VA-NAC-2019-1E331517

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED

INSPECTED

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _______________________________________________________ 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT

36. PAYMENT

37. CHECK NUMBER

FOR

PARTIAL

FINAL

COMPLETE

PARTIAL

FINAL

38. S/R ACCOUNT NUMBER

39. S/R VOUCHER NUMBER

40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print) 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42b. RECEIVED AT (Location) 42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

The Department of Veteran Affairs is soliciting a mutliple award IDIQ for Artificial Larynges. The contractor shall furnish and deliver Artificial Larynges in accordance to the Schedule of Items and Statement of Work in this document.

Table of Contents

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SECTION A – CONTRACT ADMINISTRATION

A.3 GENERAL INSTRUCTIONS FOR PROPOSAL SUBMISSION

(a) Instructions for Offerors regarding proposal requirements is found in Section E.6. Read the solicitation in its entirety to understand and respond accordingly. OFFERORS MUST RESPOND TO ALL CRITERIA INCLUDED IN SECTION E. OFFERORS WHO FAIL TO MEET THESE REQUIREMENTS WILL NOT BE CONSIDERED FOR AWARD.

(b) The Schedule of Items under B.5 reflect the technical requirements under B.6, the offeror shall price according to requirement as stated in B.6.

(c) The Government must receive offeror’s proposal no later than the date and time reflected in SF 1449, block 8 at the address specified in Block 9 to be considered responsive.

(d) Offerors must read and comply with clause FAR 52.225-5 Trade Agreements and complete FAR 52.225-6 Trade Agreement Certificate as identified in Section E.3

A.4 DUN AND BRADSTREET NUMBER / TAX IDENTIFICATION NUMBER/ FDA ESTABLISHMENT REGISTRATION NUMBER:

(a) Offeror must provide Dun and Bradstreet Number: _____________________________________

(b) Offeror must provide Tax Identification Number: _______________________________________

(C) Offeror must provide 2019 FDA Establishment Registration Number: ________________________

A.5 ACKNOWLEDGMENT OF AMENDMENTS:

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

SECTION B – CONTINUATION OF SF 1449 BLOCKS

B.1 BACKGROUND. The Department of Veterans Health Affairs had identified artificial larynges as required prosthetic devices to meet Veteran’s medical needs. The purpose of this solicitation is to provide contracted items to VA Medical Centers. The Denver Logistics Center (DLC) is a national distribution center which procures, stocks and distributes artificial larynx speech aids, hereinafter called “artificial larynges” and accessories to Veterans Affairs medical centers. The resultant contract(s) will provide the normal supply requirement for VA Medical Centers.

B.2 PURPOSE AND OBJECTIVE.

(a) The purpose of this procurement is to provide contracted artificial larynges to the VA by using the VA DLC as a required source. Scheduled items will be ordered periodically and, in such quantities, as needed to fill agency requirements in accordance with current applicable supply procedures.

(b) The objectives are to award one or more fixed price, indefinite delivery, indefinite quantity (IDIQ) contracts to ensure availability of the prosthetic device.

B.3 SCOPE.

This solicitation may result in one or more fixed price, IDIQ contracts for a base period with four – one (1) year options to be exercised at VA DLC discretion. More than one award may be made for each Contract Line Item Number (CLIN) up to a maximum of four (4) per contract line item to the offeror whose quote conforms to the solicitation and is determined to be lowest price technically acceptable. Only one award will be made for product model/package of artificial larynges selected for the identified Contract Line Item (CLIN) associated with the offered product.

The offeror is required to offer prices for a base year and four option year periods identified in the Schedule. Prices awarded for the base and option year periods will remain in effect for the respective contract base year or option periods without an increase. Evaluation of options and award of option year pricing shall not obligate the Government to actual exercise of any option(s) period. The resultant contracts will provide the normal supply requirements for the VA. Delivery is f.o.b. destination.

Offerors may propose on one or more CLIN items in B.5 Schedule of Items. More than one product model/package of artificial larynges may be offered for each CLIN. The Government reserves the right not to make an award on all CLINs. The Government reserves the right to determine how many awards it will make. For price evaluation purposes, the offeror's Total Price of a model/package of artificial larynges offered for a CLIN will be used to determine the lowest price to the Government. The Total Price is the price offered for the base year and all four option years combined. Prices for CLIN evaluation purposes is explained in Section E.6.

The prices offered for any Schedule B.5 OPTIONAL SUB-LINE Accessories and/or parts (Attachment B) offered will be excluded from the price evaluation for CLIN award purposes. The Base and all Options prices for the Schedule B.5 accessories and/or parts will be evaluated for price reasonableness IF an award for a corresponding artificial larynges model/package offered for a CLIN, is made. The Government will award B.5 Optional Sub – Line Accessories and/or parts if it is in the best interest to the government at time of award.

All orders will be placed by and delivered to the VA Denver Logistics Center.

B.4. CONTRACT PERIOD OF PERFORMANCE:

B.5 SCHEDULE OF ITEMS

(a) Completing the Schedule and Associated Attachments: The offeror shall provide prices for a base year and four option year periods identified in this section of the Schedule of the Items in conformance with the product technical requirements as identified in section B.6. 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 actual exercise of any option(s) period.

Note: The Government will reject proposals that are priced for base years and not priced on all option periods.

In addition to the completing the Schedule, offerors shall complete Attachment A for each Contract Line Item Number (CLIN) model/package of artificial larynges offered and Attachment B for each accessory and/or part offered and submit these attachments with their offer. Failure to do so may result in a rejection by the Government of the entire offer.

(b) Estimated Quantities: The estimated quantities listed in the Schedule of Items are estimated and are NOT commitments. Estimated Quantities listed for each CLIN are estimates of the total annual requirement for the described product. The Government may place orders at quantities for greater than the estimated total quantity as stated in the schedule of items. There is no express or implied guarantee that the quantities will be ordered regularly.

(c) Optional Sub Line Items: Schedule B.5 Optional Sub-Line Accessories and/or parts Items are optional and are designated only for product accessories and/or parts that are available for the corresponding contract line item number (CLIN) model. There will be no award for Sub-Line Items unless an award is made for a corresponding CLIN model/package. Unit pricing for these items shall be provided in the designated spaces. The offeror must submit a proposal for the Base and all Options for each accessory and or part being offered. If optional accessories and/or parts are offered, the offeror shall complete Attachment "B", Accessories and Parts List, which requires the offeror to list the items, part numbers, commercial price and the offered price. The prices offered for any Schedule B.5 OPTIONAL SUB-LINE Accessories and/or parts (Attachment B) offered will be excluded from the price evaluation for CLIN award purposes.

(d) Commercial Packaging: Items supplied under the contract shall be individually commercially packaged in a manner which insures arrival at destination in a satisfactory condition (not damaged due to packaging failures during normal handling) for further redistribution to individual users. Packaging should not include cross-selling literature for other products, which have not been specifically awarded.

B.5.1 CLIN 01 – Digital Extra-Oral Artificial Larynx Device

TOTAL CLIN

B.5.1.A CLIN 01A Optional SUB LINE Accessories and/or parts offered for CLIN 01

O Rings

Replacement Vibrating Heads

Replacement Battery Caps

Device Belt Holder

Device Safety Cord

Oral Adapter Caps

Soft plastic intra oral tubing

Rigid intra oral tubing

Replacement rechargers

Replacement Rechargeable Batteries

Carrying Case for Device

B.5.1 CLN 01 Commercial Warranty Information

B.5.2 CLIN 02 - Analog Extra-Oral Artificial Larynx

TOTAL CLIN

B.5.2 CLIN 02- Optional SUB LINE Accessories and/or parts offered for CLIN 02

O Rings

Replacement Vibrating Heads

Replacement Battery Caps

Device Belt Holder

Device Safety Cord

Oral Adapter Caps

Soft plastic intra oral tubing

Rigid intra oral tubing

Replacement rechargers

Replacement Rechargeable Batteries

Carrying Case for Device

B.5.2 CLN 02 Commercial Warranty Information

B.5.3 CLIN 03 – Analog Intra-Oral Larynx

TOTAL CLIN

B.5.3 CLIN 03 Optional SUB LINE Accessories and/or parts offered for CLIN 03

Various Cord Lengths for Tone Generator

Replacement Tone Generator

Extended Grip Tone Generator

Soft Plastic Intra Oral Tubing

Rigid Intra Oral Tubing

Replacement Rechargers

Replacement Rechargeable Batteries

Carrying Case for Device

B.5.3 CLN 03 Commercial Warranty Information

B.5.4 CLIN 04 – Digital Intra-Oral Larynx

TOTAL CLIN

B.5.4 CLIN 04 - Optional SUB LINE Accessories and/or parts offered for CLIN 04

Various Cord Lengths for Tone Generator

Replacement Tone Generator

Extended Grip Tone Generator

Soft Plastic Intra Oral Tubing

Rigid Intra Oral Tubing

Replacement Rechargers

Replacement Rechargeable Batteries

Carrying Case for Device

B.5.4 CLN 04 Commercial Warranty Information

B.6 PRODUCT TECHNICAL REQUIREMENTS

The contractor shall minimally provide and deliver an FDA Device Registered (FDA 21 CFR 874.3375) Artificial Larynx that meets or exceeds the technical specifications described below in this section.

Digital Extra-Oral Artificial Larynx Device (B.5.1 CLIN 01) The artificial larynx shall meet the following minimum technical requirements and minimum functions:

I. The device is used to produce speech in the absence of a functioning larynx.

II. The device functions extra-orally by manual placement against neck or cheek surface; and intra-orally by intra-oral tube placement in the oral cavity with use of an oral adaptor and intra-oral tube.

III. When pressed against the skin on the neck or outer cheek sound vibrations are conducted through the neck or cheek tissue into the pharynx and oral/nasal cavities and “shaped” by the articulators (tongue, lips) to produce speech. When the oral adaptor is used, the intra-oral tube transmits sound directly into the oral cavity.

IV. The digital device must be hand-held; battery-operated, capable of working with rechargeable battery/batteries, include a battery charger, and include at least two rechargeable batteries.

V. The device must produce sound and include a manual volume control with a high/low range of volume.

VI. The device must also have a range of pitch/tone settings with an internal and/or external pitch/tone setting adjustment(s).

VII. The device must include an oral adaptor and intra-oral tubes.

VIII. The device must have a manually depressed button that produces sound vibrations.

IX. The device must include a commercial warranty.

Analog Extra-Oral Artificial Larynx Device (B.5.2 CLIN 02) The artificial larynx shall meet the following minimum technical requirements and minimum functions:

I. The device is used to produce speech in the absence of a functioning larynx.

II. The device functions extra-orally by manual placement against neck or cheek surface; and intra-orally by intra-oral tube placement in the oral cavity with use of an oral adaptor and intra-oral tube.

III. When pressed against the skin on the neck or outer cheek sound vibrations are conducted through the neck or cheek tissue into the pharynx and oral/nasal cavities and “shaped” by the articulators (tongue, lips) to produce speech. When the oral adaptor is used, the intra-oral tube transmits sound directly into the oral cavity.

IV. The analog device must be hand-held; battery-operated, capable of working with rechargeable battery/batteries, include a battery charger, and include at least two rechargeable batteries.

V. The device must produce sound and include a manual volume control with a high/low range of volume.

VI. The device must also have a range of pitch/tone settings with an internal and/or external pitch/tone setting adjustment(s).

VII. The device must include an oral adaptor and intra-oral tubes. The device must have a manually depressed button that produces sound vibrations.

VIII. The device must include a commercial warranty.

Analog Intra-Oral Artificial Larynx Device (B.5.3 CLIN 03) The artificial larynx shall meet the following minimum technical requirements and minimum functions:

I. The device is used intra-orally to produce speech in the absence of a functioning larynx.

II. The device functions by intra-oral tube placement in the oral cavity. Sound vibration is conducted through a thin tube placed directly into the oral cavity where it can be “shaped” by the articulators (tongue, lips) to produce speech.

III. The analog device is a dedicated intra-oral device and cannot be used by manual placement against the neck or cheek surface.

IV. The analog device must be battery powered, hand-held, and have a manually depressed button that activates sound which is conducted from the device through the intra-oral tube directly into the oral cavity.

V. The device must produce sound and include a manual volume control with a high/low range of volume.

VI. The device must also have a range of pitch/tone settings with an internal and/or external pitch/tone setting adjustment(s).

VII. The device must include at least two batteries.

VIII. The device must include a commercial warranty.

Digital Intra-Oral Artificial Larynx Device (B.5.4 CLIN 04) The artificial larynx shall meet the following minimum technical requirements and minimum functions:

I. The device is used intra-orally to produce speech in the absence of a functioning larynx.

II. The device functions by intra-oral tube placement in the oral cavity. Sound vibration is conducted through a thin tube placed directly into the oral cavity where it can be “shaped” by the articulators (tongue, lips) to produce speech.

III. The digital device is a dedicated intra-oral device and cannot be used by manual placement against the neck or cheek surface.

IV. The device must be battery powered, hand-held, and have a manually depressed button that activates sound which is conducted from the device through the intra-oral tube directly into the oral cavity.

V. The device must produce sound and include a manual volume control with a high/low range of volume.

VI. The device must also have a range of pitch/tone settings with an internal and/or external pitch/tone setting adjustment(s).

VII. The device must include at least two batteries.

VIII. The device must include a commercial warranty.

IX. The device is digital.

B.6.1 Gray Market Prevention

(a) Gray market items are Original Equipment Manufacturers (OEM) goods sold through unauthorized channels in direct competition with authorized distributors. This procurement is for new OEM medical supplies, medical equipment and/or services contracts for maintenance of medical equipment (i.e. replacement parts) for VA Medical Centers. No remanufactures or gray market items will be acceptable.

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

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

B.7 CONTRACT USERS

(a) The Contractor shall provide the products specified in the schedule directly to the Department of Veterans Affairs, Denver Logistics Center at the prices awarded herein and under the terms and conditions set forth in the contract upon receipt of a delivery order signed by a person with purchasing authority on behalf of the DLC.

(b) Department of Veterans Affairs Denver Logistics Center (DLC) is the only entity with authorization to place orders against the contract(s). DLC delivery orders will be sent electronically or faxed to the Contractor. Upon receipt of delivery order from the DLC, the Contractor shall fulfill the order and ship the items to the DALC address noted in B.9.4 below. Delivery is f.o.b. destination.

B.8 ORDERING PROCEDURES

(a) DLC ordering activity will place orders directly with the Contractor. Delivery orders should include the specific item description, item quantities and product number contained in the contract. Delivery orders should also reference delivery and invoicing instructions and any other special instructions with the terms of the contract.

(b) Offerors are requested to indicate below how they elect to receive orders.

[ ] Computer-to-computer Electronic Data Interchange (EDI). An Offeror electing to receive computer-to-computer EDI is requested to indicate below the name, address, and telephone number of the representative to be contacted regarding establishment of an EDI interface.

[ ] Facsimile transmission. Indicate below the telephone number(s) and point of contact where orders should be forwarded. The Contractor must confirm receipt of delivery orders from VA DALC via e-mail or fax within two (2) business days.

B.8.1 GUARANTEED MINIMUM

B.8.2 CONTRACT CEILING AMOUNT

The maximum value of supplies that the Government may order during the contract period will be $3,700,000. There is no contract ceiling for individual contracts.

B.9 CONTRACT ADMINISTRATION DATA

The Contractor shall 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, delivery or terms of the contract. The Contractor shall designate a person to serve as the contract administrator for the contract. The contract administrator is responsible for overall compliance with contract terms and conditions. The Contractor’s designation of representatives to handle certain functions under this contract does not relieve the contract administrator of responsibility for contract compliance. Any changes to the designated individual must be provided to the Contracting Officer, in writing, with the proposed effective date of the change.

B.9.1 Contract Point of Contact Information

(a) Contractor: Contractor shall maintain a current letter designating primary or primary/alternate point of contact(s) with contractual authority to be contacted for prompt contract administration.

Designation should be on company letterhead with the following information:

Name Address Phone Number E-Mail

(b) Customer Service Information: Contractor shall provide the name, telephone number and email address of individual that can be contacted for product information:

POINT OF CONTACT FOR CUSTOMER SERVICE / PRODUCT SUPPORT

Name Address Phone Number E-Mail

(c) Government Agency: The Government Representative for this requirement is:

Primary: Star Yeo, Contracting Officer/ Specialist Phone No: 303-273-6211 Fax No: 303-215-9074 E-mail Address: star.yeo@va.gov Mailing: Department of Veterans Affairs / Denver Logistics Center PO Box 25166, Denver, Colorado 80225-0166 Federal Express Address: 555 Corporate Circle, Golden, CO 80401

B.9.2 Invoicing Procedures

(a) Invoices shall be submitted in arrears as supplies are ordered:

(b) Invoices must match any partial orders shipped

(c) Invoices for payment shall be in accordance with FAR 52.212-4(g)

(d) GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be sent in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests (NOV 2012). See paragraph C.19.

B.9.3 Shipping Requirements

(a) The shipping container shall be clearly marked to indicate the following:

(b) A packing list, which includes the description of material shipped, including name of item, item number, quantity, number of containers, and package number (if any).

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

B.9.4 Delivery Information

(a) Delivery schedule specified on delivery orders issued against resultant contract is the date material is due in, not the shipping date. Orders may be shipped early in order to ensure delivery prior to the due-in date. Refer to section C for delivery time frames.

(b) Delivery is F.O.B. destination to the DLC.

(c) Partial deliveries are authorized; however the complete order is due within the agreed contract delivery period. Any items not received within the agreed period will be considered delinquent.

(d) Deliveries to the DLC can be made to the following:

(e) Urgent Delivery. When the contract delivery schedule does not meet the urgent delivery requirements the DLC may contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within one (1) workday after receipt. (The Contractor, in writing, shall confirm telephonic replies.) If the Contractor agrees to accelerate the delivery, shipping charges will become the responsibility of the minimum facility. This does not apply if the Contractor is accelerating the shipping in order to meet the contract delivery time frame.

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SECTION C - CONTRACT CLAUSES

C.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

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

(End of Clause)

52.204-4

52.204-13

PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER

SYSTEM FOR AWARD MANAGEMENT MAITENANCE

MAY 2011

OCT 2018

(End of Addendum to 52.212-4)

C.2 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT 2018)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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