36C24423Q0576 RFQ.docx

36C24423Q0576

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.

UEI:

EFT:

PHONE:

FAX:

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

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

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

ARE

ARE NOT ATTACHED.

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

ARE

ARE NOT ATTACHED

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

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

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

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

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

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

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

04-30-2023 Yazmin Alvarez, yazmin.alvarez@va.gov 302-690-4601 03-15-2023 12:00

EDT

36C244 Department of Veterans Affairs Network Contracting Office 4 Services 6 1601 Kirkwood Highway Wilmington, DE 19805

X

325412 1250 Employees

N/A

36C244 VA Pittsburgh Healthcare System University Drive Campus University Drive Pittsburgh, PA 15240-1000

36C244 Department of Veterans Affairs Network Contracting Office 4 Services 6 1601 Kirkwood Highway Wilmington, DE 19805

Austin Payment Center Department of Veterans Affairs

PO Box 149971 Austin TX 78714-9971

(877) 353-9791

(512) 460-5429

See CONTINUATION Page

Delivery of Radiopharmaceuticals – Isotopes IAW the SOW.

This Request for Quote (RFQ) is for one-year (1) base period and four (4) one-year option periods for the period of performance of 05/01/2023 - 04/30/2028.

See CONTINUATION Page

Debra Willard Contracting Officer

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C244 Department of Veterans Affairs Network Contracting Office 4 Services 6 1601 Kirkwood Highway Wilmington, DE 19805

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

3. INVOICES: Invoices shall be submitted in arrears:

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

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

B.2 STATEMENT OF WORK

A. SCOPE

The VA Pittsburgh Healthcare System, University Drive in Pittsburgh, Pennsylvania, located at University Drive C Pittsburgh, Pa 15240 has a requirement for a United States Nuclear Regulatory Commission (US NRC) and Food and Drug Administration (FDA) Licensed contractor to provide radiopharmaceuticals for the Nuclear Medicine Department for patient care. The successful awardee shall be able to provide all of the items listed in the Schedule of Supplies with deliveries when required. Multiple awards will not be made.

B. BACKGROUND

The VA Pittsburgh Healthcare System, University Drive in Pittsburgh is responsible for providing high quality and timely commodities and services for our Veterans. The Department of Veterans Affairs (VA) has been directed to preferentially procure medical radioisotopes from non-High Enriched Uranium (HEU) sources. The Department of Veterans Affairs (VA) is also directed to ensure that the best possible medical supplies are procured timely and in accordance with proper regulations with vendors that are licensed and monitored according to Local, State and Federal Regulations. Under the Atomic Energy Act, the United States Nuclear Regulatory Commission (NRC) is responsible for regulating uses of radioactive material including radiopharmaceuticals. The NRC requires all Nuclear Medicine facilities to be licensed. The license assures that the facility has a radiation protection program to protect both the patients and the staff. In addition, the staff must meet certain levels of training and experience before they are allowed to administer radioactive material to patients. Each state has one or more radiation programs that ensure safe use of radioactive material. The NRC has transferred regulatory authority over the use of this material to 35 NRC Agreement States. In these states, the regulatory authority inspects the facility to ensure the staff is trained properly and the equipment is operating safely. FDA’s Center for Drug Evaluation and Research regulates the radio pharmaceuticals, ensuring effectiveness and patient safety. The mission of the National Institute of Standards and technology (NIST) is to develop and promote measurement, standards, and technology to enhance productivity, facilitate trade, and improve the quality of life.

C. STATEMENT OF WORK

1. Contractor shall have available an adequate supply of contract products to meet the requirements of the Government at his/her distribution points.

2. Contractor shall label all supplies as to the amount of radiopharmaceutical, preparation time, expiration time, date and provide a bar code label affixed to the container to allow scanning data into a nuclear medicine information management system.

3. All packaging of radioactive material MUST BE clearly labeled “RADIOACTIVE” on the outside of the shipping carton, in accordance with the Nuclear Regulatory Commission’s and Department of Transportation’s rules and regulations.

4. Contractor shall perform all quality control procedures as required by Federal and State regulatory agencies.

5. Contractor shall meet all Nuclear Regulatory Commission, Department of Transportation, FDA, OSHA and all other agency rules and regulations (Federal and State), with reference to furnishing and delivering radioactive pharmaceuticals.

6. Contractor shall accept returns for full credit under the following conditions:

a. Product(s) ordered or shipped in error

b. Product(s) damaged in shipment

c. Concealed shipping damages

d. Recalled product(s)

e. Outdated products in unopened, original container (expired stock)

f. The product is the property of the Contractor upon receipt by the courier

7. Standard radiopharmaceutical ordering:

The contractor is required to deliver radiopharmaceuticals and/or services as shown in the schedule of supplies/services to:

Contractor’s employees will check in with and be given escorted access to the Nuclear Medicine department by VA Police personnel for all deliveries. Deliveries will be made Monday thru Friday from 6AM to 4:30PM. Contractor shall provide emergency deliveries as requested by the VA Pittsburgh Nuclear Medicine department or by the on-call Nuclear Medicine technologist after normal work hours, on weekends and all Federal holidays.

Due to the potential needs for various radiopharmaceuticals with differing half-lives, the Contractor is required to maintain a full service Radiopharmacy within a distance from the city of Pittsburgh Pa. that enables a delivery time of not more than 2 hours from the time a radiopharmaceutical dose is ordered.

Orders for radiopharmaceuticals and listed services will be placed daily before the close of business for the next working day. Only certified Nuclear Medicine technologists employed by the Pittsburgh VA are authorized to place orders.

The delivery order shall include the following:

a. Contract item(s) and quantity

b. Time(s) of delivery

c. VA Contract Number provided at the time of award

d. VA Funding document number provided at the time of award Only certified Nuclear Medicine technologists employed by the Pittsburg VA are authorized to place orders. Orders can be placed by the Pittsburgh VAMC via telephone, fax or e-mail or Contractor’s web-based portal.

The Government does not take possession until the supplies are physically handed to a VA employee authorized to receive the shipment.

8. Ordering Contact Information: Contractor shall provide contact information for the placement of orders for items listed in the “Schedule of Supplies and Services” Section.

9. Delivery Commitment: Time of delivery specified or mutually agreed to at the time of receipt of telephone orders shall become mandatory upon the Contractor. Failure to perform in accordance with the delivery commitment may be grounds for termination of contract in accordance with the provisions for default. This termination decision would be made solely at the Government’s discretion.

10. All Contractors must receive Privacy training annually using one of the following methods:

a. Complete “VA Privacy Training for Personnel without Access to VA Computer Systems or Direct Access to or Use to VA Sensitive Information” training by using VA’s TMS system (https://www.tms.va.gov/SecureAuth35/). Contractors may use the TMS Managed Self Enrollment method to complete the training in TMS. The COR must ensure that all contractors are validated in the PIH domain.

b. Complete the hard copy version of “VA Privacy Training for Personnel without Access to VA Computer Systems or Direct Access to or Use to VA Sensitive Information”. Signed training documents must be submitted to the COR. Training must be completed prior to the performance of the contract and annually thereafter. Proof of training completion must be verified and tracked by the COR.

All charges incurred for delivery shall be included in the contract pricing schedule. The Awardee shall not be paid any additional ‘surcharges’ which are not specifically delineated in the pricing schedule (i.e. fuel, transportation, or ANY other surcharges to include shipping)

B.3 PRICE/COST SCHEDULE

ITEM INFORMATION

Ultratag kits Contract Period: Base POP Begin: 05-01-2023 POP End: 04-30-2024 PRINCIPAL NAICS CODE: 325412 - Pharmaceutical Preparation Manufacturing PRODUCT/SERVICE CODE: 6505 - Drugs and Biologicals

PYP cold vials

POP Begin: 05-01-2023 POP End: 04-30-2024

PYP hot unit dose

Ga-67 unit dose

I-123 100 microcurie caps

I-123 whole body caps first millicurie

I-123 MIBG unit dose

Tc-MAA unit dose

Tc-MDP unit dose

Tc-Hepatolite Unit dose

Tc-Mag 3 unit dose

Tc-Flood source

Tc-Bulk Linearity

Tc-DTPA aerosol Unit dose

Tc-DTPA renal unit dose

Tc-DMSA unit dose

Tc-Sestimibi unit dose

Tc-Myoview unit dose

Tc-Sulfur Colloid unit dose

Tc-Sulfur Colloid filtered Unit dose

Sinclide vials

ACD Solution vials

I-131 diagnostic caps

Tl-201 unit doseContract Period: Base

Sm-153 unit dose

In111 WBC procedure

Tc-Ceretec WBC procedure

In-111 Octreotide unit dose

In-111 DTPA vial

I-131 treatment first millicurie

Tc-Mebrofenin unit dose

Technetium for injection unit dose

I-123 WB additional millicurie

I-131 treatment additional millicurie

Tc-HDP unit dose

Ultratag kits Contract Period: Option 1 POP Begin: 05-01-2024 POP End: 04-30-2025

PYP cold vials

POP Begin: 05-01-2024 POP End: 04-30-2025

PYP hot unit dose

Ga-67 unit dose

I-123 100 microcurie caps

I-123 whole body caps first millicurie

I-123 MIBG unit dose

Tc-MAA unit dose

Tc-MDP unit dose

Tc-Hepatolite Unit dose

Tc-Mag 3 unit dose

Tc-Flood source

Tc-Bulk Linearity

Tc-DTPA aerosol Unit dose

Tc-DTPA renal unit dose

Tc-DMSA unit dose

Tc-Sestimibi unit dose

Tc-Myoview unit dose

Tc-Sulfur Colloid unit dose

Tc-Sulfur Colloid filtered Unit dose

Sinclide vials

ACD Solution vials

I-131 diagnostic caps

Tl-201 unit dose

Sm-153 unit dose

In111 WBC procedure

Tc-Ceretec WBC procedure

In-111 Octreotide unit dose

In-111 DTPA vial

I-131 treatment first millicurie

Tc-Mebrofenin unit dose

Technetium for injection unit dose

I-123 WB additional millicurie

I-131 treatment additional millicurie

Tc-HDP unit dose

Ultratag kits Contract Period: Option 2 POP Begin: 05-01-2025 POP End: 04-30-2026

PYP cold vials

POP Begin: 05-01-2025 POP End: 04-30-2026

PYP hot unit dose

Ga-67 unit dose

I-123 100 microcurie caps

I-123 whole body caps first millicurie

I-123 MIBG unit dose

Tc-MAA unit dose

Tc-MDP unit dose

Tc-Hepatolite Unit dose

Tc-Mag 3 unit dose

Tc-Flood source

Tc-Bulk Linearity

Tc-DTPA aerosol Unit dose

Tc-DTPA renal unit dose

Tc-DMSA unit dose

Tc-Sestimibi unit dose

Tc-Myoview unit dose

Tc-Sulfur Colloid unit dose

Tc-Sulfur Colloid filtered Unit dose

Sinclide vials

ACD Solution vials

I-131 diagnostic caps

Tl-201 unit dose

Sm-153 unit dose

In111 WBC procedure

Tc-Ceretec WBC procedure

In-111 Octreotide unit dose

In-111 DTPA vial

I-131 treatment first millicurie

Tc-Mebrofenin unit dose

Technetium for injection unit dose

I-123 WB additional millicurie

I-131 treatment additional millicurie

Tc-HDP unit dose

Ultratag kits Contract Period: Option 3 POP Begin: 05-01-2026 POP End: 04-30-2027

PYP cold vials

POP Begin: 05-01-2026 POP End: 04-30-2027

PYP hot unit dose

Ga-67 unit dose

I-123 100 microcurie caps

I-123 whole body caps first millicurie

I-123 MIBG unit dose

Tc-MAA unit dose

Tc-MDP unit dose

Tc-Hepatolite Unit dose

Tc-Mag 3 unit dose

Tc-Flood source

Tc-Bulk Linearity

Tc-DTPA aerosol Unit dose

Tc-DTPA renal unit dose

Tc-DMSA unit dose

Tc-Sestimibi unit dose

Tc-Myoview unit dose

Tc-Sulfur Colloid unit dose

Tc-Sulfur Colloid filtered Unit dose

Sinclide vials

ACD Solution vials

I-131 diagnostic caps

Tl-201 unit dose

Sm-153 unit dose

In111 WBC procedure

Tc-Ceretec WBC procedure

In-111 Octreotide unit dose

In-111 DTPA vial

I-131 treatment first millicurie

Tc-Mebrofenin unit dose

Technetium for injection unit dose

I-123 WB additional millicurie

I-131 treatment additional millicurie

Tc-HDP unit dose

Ultratag kits Contract Period: Option 4 POP Begin: 05-01-2027 POP End: 04-30-2028

PYP cold vials

POP Begin: 05-01-2027 POP End: 04-30-2028

PYP hot unit dose

Ga-67 unit dose

I-123 100 microcurie caps

I-123 whole body caps first millicurie

I-123 MIBG unit dose

Tc-MAA unit dose

Tc-MDP unit dose

Tc-Hepatolite Unit dose

Tc-Mag 3 unit dose

Tc-Flood source

Tc-Bulk Linearity

Tc-DTPA aerosol Unit dose

Tc-DTPA renal unit dose

Tc-DMSA unit dose

Tc-Sestimibi unit dose

Tc-Myoview unit dose

Tc-Sulfur Colloid unit dose

Tc-Sulfur Colloid filtered Unit dose

Sinclide vials

ACD Solution vials

I-131 diagnostic caps

Tl-201 unit dose

Sm-153 unit dose

In111 WBC procedure

Tc-Ceretec WBC procedure

In-111 Octreotide unit dose

In-111 DTPA vial

I-131 treatment first millicurie

Tc-Mebrofenin unit dose

Technetium for injection unit dose

I-123 WB additional millicurie

I-131 treatment additional millicurie

Tc-HDP unit dose

B.4 DELIVERY SCHEDULE

VA Pittsburgh Healthcare System University Drive Pittsburgh, PA 15240 1000 USA

412-360-6183 jared.mckee@va.gov

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

C.2 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than , 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 ;

(2) Any order for a combination of items in excess of ; or

(3) A series of orders from the same ordering office within 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 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.

(End of Clause)

C.3 52.217-6 OPTION FOR INCREASED QUANTITY (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within . Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree.

(End of Clause) C.4 VAAR 852.212-70 PROVISIONS AND CLAUSES APPLICABLE TO VA ACQUISITION OF COMMERCIAL ITEMS (APR 2020)

(a) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The following provisions and clauses that have been checked by the Contracting Officer are incorporated by reference.

[X] 852.203–70, Commercial Advertising.

[] 852.209–70, Organizational Conflicts of Interest.

[] 852.211–70, Equipment Operation and Maintenance Manuals.

[] 852.214–71, Restrictions on Alternate Item(s).

[] 852.214–72, Alternate Item(s). [Note: this is a fillable clause.] [] 852.214–73, Alternate Packaging and Packing.

[] 852.214–74, Marking of Bid Samples.

[X] 852.215–70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors.

[X] 852.215–71, Evaluation Factor Commitments.

[] 852.216–71, Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–72, Proportional Economic Price Adjustment of Contract Price(s) Based on a Price Index.

[] 852.216–73, Economic Price Adjustment—State Nursing Home Care for Veterans.

[] 852.216–74, Economic Price Adjustment—Medicaid Labor Rates.

[] 852.216–75, Economic Price Adjustment—Fuel Surcharge.

[ ] 852.219–9, VA Small Business Subcontracting Plan Minimum Requirements.

[ ] 852.219–10, VA Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside.

[ ] 852.219–11, VA Notice of Total Veteran-Owned Small Business Set-Aside.

[] 852.222–70, Contract Work Hours and Safety Standards—Nursing Home Care for Veterans.

[] 852.228–70, Bond Premium Adjustment.

[] 852.228–71, Indemnification and Insurance.

[] 852.228–72, Assisting…