36C24524Q0756_1.docx

36C24524Q0756

GENERAL INFORMATION

VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101, Room 26 Perry Point MD 21902

POINT OF CONTACT*

Contracting Officer Kami Hom Kami.Hom@va.gov

PLACE OF PERFORMANCE

ADDITIONAL INFORMATION

AGENCY’S URL

URL DESCRIPTION

DESCRIPTION

Combined Synopsis/Solicitation Notice Combined Synopsis/Solicitation Notice Radio-Pharmaceuticals | Base Year Plus 4 Option Year Contract

Combined Synopsis/Solicitation Notice

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

36C24524Q0756 Kami Hom 410-642-2411 x22404 08-30-2024 10:00am

EDT

Department of Veterans Affairs VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101, Room 26 Perry Point MD 21902 X X 325412 1300 Employees N/A X Department of Veterans Affairs VA Maryland Health Care System Medical Center Drive Clarksburg WV 263 Department of Veterans Affairs VA Maryland Health Care System Contracting Officer (90C) P.O. Box 1000, Bldg. 101C Room 3 Perry Point MD 21902

PAYMENT WILL BE MADE BY

FSC e-Invoice Payment Invoice must be submitted electronically http://www.fsc.va.gov/einvoice.asp Invoice Setup Information 1-877-489-6135 See CONTINUATION Page Radio-Pharmaceutal Isotopes Period of Performance Base Year: 10/1/2024 - 9/30/2025 Option Year One: 10/1/2025 - 9/30/2026 Option Year Two: 10/1/2026 - 9/30/2027 Option Year Three: 10/1/2027 - 9/30/2028 Option Year Four: 10/1/2028 - 9/30/2029 See page 3 for detailed information.

All questions are due in writing to Kami.Hom@va.gov by August 22, 2024 no later than 10:00am est.

All responses are due in writing to Kami.Hom@va.gov by August 30, 2024 no later than 10:00am est.

See CONTINUATION Page X X Kami Hom Contracting Officer Page 1 of 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:

b. GOVERNMENT: Department of Veterans Affairs VA Maryland Health Care System Kami Hom, Contracting Officer (90C) P.O. Box 1000, Bldg. 101-C, Room 8 Perry Point MD 21902 410-642-2411 x22404 Kami.Hom@va.gov

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:

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B.2 STATEMENT OF WORK

STATEMENT OF WORK

RADIOPHARMACEUTICAL SUPPLY CONTRACT

LOUIS A. JOHNSON VA MEDICAL CENTER

CLARKSBURG, WV

A contract is being sought for acquisition of radiopharmaceuticals. These products will be used for human administration during diagnostic nuclear medicine studies.

DESCRIPTION OF SERVICES / REQUIREMENTS

Normally orders shall be placed mid to late workday and delivery shall be no later than 7:30 am the following workday. Due to the demands of the Medical Center care requirements; there shall be no restriction to the number of orders which may be placed by VA or the number of deliveries which may be required per day. In the event that the requirements may be determined in advance, a longer delivery time will be scheduled accordingly.

The Contractor shall make deliveries within two (2) hours of order placement when orders are placed during business hours, 7:30 am to 4:30 pm Monday through Friday.

The Contractor will provide 24 hour on call service for emergent procedures, both within and outside of normal business hours. Times designated as outside of normal business hours are:

Monday through Friday from 7:30 am to 4:30 pm Weekends from Friday at 4:30 pm until Monday at 7:30 am Federal holidays

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· New Year’s Day

· Martin Luther King Day

· President’s Day

· Memorial Day

· Juneteenth

· Independence Day

· Labor Day

· Columbus Day

· Veterans’ Day

· Thanksgiving Day

· Christmas Day

Page 1 of Page 1 of Page 1 of Page 1 of Page 1 of Page 1 of

· In addition, any other day specifically declared by the President of the United States is considered to be a federal holiday. It should be noted, if a holiday falls on Saturday, it is observed on Friday. If a holiday falls on Sunday, it is observed on Monday.

Orders can be placed orally by telephone and/or facsimile transmission.

The Contractor will provide two (2) 10mCi Cobalt 57 sheet sources per year, as listed in the Schedule of Supplies section of this document. The used sheet sources will be removed from the nuclear medicine area and disposed of by the Contractor. The sheet source will measure approximately 25 inches by 18 inches but is dependent upon the make and model of gamma camera in use at the time.

The Contractor will submit invoices monthly, in arrears, for all products delivered since the previous billing cycle. Invoices will be submitted electronically via the Financial Services Center (Tungsten) website.

The Contractor will provide reimbursement for unused cardiac Technetium based doses, i.e. Myoview, Cardiolite, and their generics.

QUALITY CONTROL

The Contractor will perform all quality control procedures as required by Federal and State regulatory agencies.

The contractor shall guarantee the quality of all radiopharmaceuticals. Quality control shall include percent tag and MO99 breakthrough as appropriate. The Contractor shall provide Quality Control on each agent dispensed. The Contractor shall guarantee the quality of all radiopharmaceuticals. The Contractor shall provide complete documentation on Quality Control results upon request.

The contractor shall provide a quarterly linearity source, as listed in the Schedule of Supplies section of this document. The activity requested can range from 25 to 100mCi.

The Contractor will immediately notify the Contracting Officer’s Representative (COR) and/or the Imaging Service Supervisor of any product recalls or other important product safety issues. As appropriate, the Contractor will replace and/or reimburse recalled/defective products at no cost to the Government. The Contractor may be liable for the cost of processing recalls, i.e. administrative and clinical services to replace recalled/defective products.

QUALIFICATIONS

The Contractor shall ensure full compliance with all applicable federal, state, and local laws, regulations, and guidelines pertaining to the manufacturing, handling, storage, transportation, and disposal of radiopharmaceuticals, including but not limited to the following:

Nuclear Regulatory Commission (NRC): Adherence to all NRC regulations concerning the use, storage, handling, and disposal of radioactive materials. This includes maintaining valid licenses for the possession and distribution of radiopharmaceuticals and ensuring that all personnel involved in the handling of these materials are properly trained and licensed.

Food and Drug Administration (FDA): Compliance with FDA regulations for the approval, production, labeling, and distribution of radiopharmaceuticals. This includes adherence to Current Good Manufacturing Practices (cGMPs) as outlined in 21 CFR Parts 210 and 211, and meeting requirements for drug efficacy and safety reporting.

Department of Transportation (DOT): Compliance with DOT regulations for the safe and secure transportation of hazardous materials, as outlined in 49 CFR Parts 100-185. The Contractor must ensure that all shipments of radiopharmaceuticals are properly classified, packaged, marked, labeled, and accompanied by the appropriate shipping documentation.

The Contractor must maintain all records of compliance and make them available for review upon request by the Louis A. Johnson VA Medical Center or any regulatory body. In the event of any changes in applicable laws or regulations, the Contractor is required to promptly adjust its operations to maintain compliance and notify the Louis A. Johnson VA Medical Center of any such changes that may affect the provision of services under this agreement.

The Contractor's failure to comply with any of the above regulatory requirements may result in immediate termination of this contract, at the discretion of the Louis A. Johnson VA Medical Center, in addition to any other remedies available under law.

LABELING AND PACKAGING

The Contractor is required to adhere to strict labeling and packaging standards for all radiopharmaceuticals supplied under this contract, ensuring compliance with federal, state, and local regulations, and promoting the safe handling and use of these materials. The requirements include:

Labeling: Each product must be labeled clearly and legibly with all necessary information, including but not limited to:

· The name of the radiopharmaceutical.

· The radionuclide and its activity in Becquerels or Curies, including the calibration time.

· Expiry date/time.

· Lot or batch number.

· Manufacturer's name and address.

· Appropriate radiation symbols and warnings.

· Any specific handling instructions.

The label must also include a barcode or QR code that links to a digital copy of the detailed product information and handling instruction.

Packaging: Packaging must ensure the integrity and safety of the radiopharmaceuticals during transportation and storage. This includes:

Use of lead or equivalent shielding containers for radioactive materials to ensure exposure levels are as low as reasonably achievable (ALARA).

Secondary containment to prevent leakage or contamination in the event of primary container failure.

Packaging materials that are compatible with the radiopharmaceuticals to avoid chemical degradation or reactions.

Tamper-evident features to indicate if the product has been opened or altered after leaving the manufacturing facility.

Transportation Packaging: In addition to the above, packaging for transportation must comply with Department of Transportation (DOT) regulations for hazardous materials. This includes:

Proper classification, marking, and labeling of packages as per DOT requirements.

Use of UN-approved shipping containers for radioactive materials.

Inclusion of all necessary shipping papers, emergency response information, and declarations for dangerous goods.

Documentation: Each shipment must be accompanied by documentation that includes the product's name, quantity, lot number, expiration date, and a Certificate of Analysis (CoA). Safety data sheets (SDS) for each radiopharmaceutical must also be provided, detailing hazards, handling precautions, and first-aid measures upon request.

Custom Labeling and Packaging: Upon request, the Contractor must be able to provide custom labeling and packaging solutions to meet specific needs of the Louis A. Johnson VA Medical Center, such as unit-dose packaging or patient-specific labeling.

Failure to comply with these labeling and packaging requirements may result in the rejection of delivered products, financial penalties, and/or termination of the contract. The Contractor is responsible for any costs associated with the return, replacement, or disposal of non-compliant products.

TERM OF CONTRACT

This contract establishes a relationship between the Louis A. Johnson VA Medical Center located at 1 Medical Center Drive, Clarksburg, WV and the Contractor, for the supply of Radiopharmaceutical products and delivery services. The contractor shall provide all items as listed in the Supplies and Service Schedule of this contract. It is the intent of the Government to make a single award for these radiopharmaceuticals to be furnished on a daily, as needed basis, as determined by the Nuclear Medicine department.

This is a base plus four option years contract. The contract is subject to the availability of funds. The Contractor shall perform no services after September 30 of any year until the Contracting Officer authorizes such services in writing.

RECORD KEEPING

The Contractor shall provide computer hardware and software to support a nuclear medicine information management system. This information system shall provide inventory, disposal, patient dose records and documents in compliance with Nuclear Regulatory Commission requirements. The Contractor will provide all software and hardware upgrades/updates on computer systems.

SCHEDULE OF SUPPLIES

The Contractor shall provide items on a unit dose basis, pre-drawn into a syringe, calibrated and delivered to the Nuclear Medicine department of the Louis A. Johnson Veterans Affairs Medical Center, #1 Medical Center Drive, Clarksburg, West Virginia. Items will be required Monday through Friday during the hours of 7:00am to 4:30pm, as well as on an as needed basis.

Quantities listed are estimated usage only.

The Contractor will provide other radiopharmaceuticals, which are not listed here, when/if the need arises. This list is not exhaustive but contains the most common radiopharmaceuticals used at this facility.

Unit Doses

White Blood Cells

Cold Kits

Incidentals

New Product Additions: Throughout the duration of this contract, the Contractor may introduce new radiopharmaceuticals to the market. Any new product that is added to the Contractor's offering during the term of this contract can be added to this contract by execution of a modification executed by the contracting officer. The Contractor shall promptly notify the Louis A. Johnson VA Medical Center of such additions, providing full product details and any special handling or usage instructions.

Order Eligibility: The Louis A. Johnson VA Medical Center shall have the right to order any products listed on the updated product list, including any new products added during the duration of the contract, under the terms and conditions established herein.

This ensures that the Louis A. Johnson VA Medical Center has access to the latest advancements in radiopharmaceuticals and can adapt its treatment options to incorporate these innovations, thereby enhancing patient care.

By agreeing to these provisions, both parties affirm their commitment to a dynamic and responsive partnership that prioritizes patient care and embraces the ongoing advancements in radiopharmaceutical technology.

Points of Contact CO (Contracting Officer): Kami Hom COR (Contracting Officer's Representative): Tiffanie Wilkinson

B.3 PRICE/COST SCHEDULE

ALL QUANTITIES ARE ESTIMATES BASED ON HISTORICAL NEED

ITEM INFORMATION

HDP

Base Year | POP 10/1/2024 - 9/30/2025 Contract Period: Base POP Begin: 10-01-2024 POP End: 09-30-2025

MAA

Contract Period: Base

DTPA

Contract Period: Base

MEBROFENIN

Contract Period: Base

SULFUR COLLOID

Contract Period: Base

MAG-3

Contract Period: Base

SESTAMIBI

Contract Period: Base

TC-99m (per mCi)

Contract Period: Base

IN-111-OCTREOSCAN

Contract Period: Base

GALLIUM-67 (INCIDENTAL)

Contract Period: Base

I-123 (200uCi)

Contract Period: Base

SULFUR COLLOID (FILTERED)

Contract Period: Base

10mCi COBALT 57 SHEET SOURCE

Contract Period: Base

MDP

Contract Period: Base

PYP

Contract Period: Base

KINEVAC

Contract Period: Base

IN-111 WBC

Contract Period: Base

EXAMETAZIME

Contract Period: Base

BLOOD HANDLING

Contract Period: Base

CHOLETEC

Contract Period: Base

PYP (COLD KIT)

Contract Period: Base

ULTRATAG KIT

Contract Period: Base

HDP

Option Year 1 | POP 10/1/2025 - 9/30/2026 Contract Period: Option 1 POP Begin: 10-01-2025 POP End: 09-30-2026

MAA

Contract Period: Option 1

DTPA

Contract Period: Option 1

MEBROFENIN

Contract Period: Option 1

SULFUR COLLOID

Contract Period: Option 1

MAG-3

Contract Period: Option 1

SESTAMIBI

Contract Period: Option 1

TC-99m (per mCi)

Contract Period: Option 1

IN-111-OCTREOSCAN

Contract Period: Option 1

GALLIUM-67 (INCIDENTAL)

Contract Period: Option 1

I-123 (200uCi)

Contract Period: Option 1

SULFUR COLLOID (FILTERED)

Contract Period: Option 1

10mCi COBALT 57 SHEET SOURCE

Contract Period: Option 1

MDP

Contract Period: Option 1

PYP

Contract Period: Option 1

KINEVAC

Contract Period: Option 1

IN-111 WBC

Contract Period: Option 1

EXAMETAZIME

Contract Period: Option 1

BLOOD HANDLING

Contract Period: Option 1

CHOLETEC

Contract Period: Option 1

PYP (COLD KIT)

Contract Period: Option 1

ULTRATAG KIT

Contract Period: Option 1

HDP

Option Year 2 | POP 10/1/2026 - 9/30/2027 Contract Period: Option 2 POP Begin: 10-01-2026 POP End: 09-30-2027

MAA

Contract Period: Option 2

DTPA

Contract Period: Option 2

MEBROFENIN

Contract Period: Option 2

SULFUR COLLOID

Contract Period: Option 2

MAG-3

Contract Period: Option 2

SESTAMIBI

Contract Period: Option 2

TC-99m (per mCi)

Contract Period: Option 2

IN-111-OCTREOSCAN

Contract Period: Option 2

GALLIUM-67 (INCIDENTAL)

Contract Period: Option 2

I-123 (200uCi)

Contract Period: Option 2

SULFUR COLLOID (FILTERED)

Contract Period: Option 2

10mCi COBALT 57 SHEET SOURCE

Contract Period: Option 2

MDP

Contract Period: Option 2

PYP

Contract Period: Option 2

KINEVAC

Contract Period: Option 2

IN-111 WBC

Contract Period: Option 2

EXAMETAZIME

Contract Period: Option 2

BLOOD HANDLING

Contract Period: Option 2

CHOLETEC

Contract Period: Option 2

PYP (COLD KIT)

Contract Period: Option 2

ULTRATAG KIT

Contract Period: Option 2

HDP

Option Year 3 | POP 10/1/2027 - 9/30/2028 Contract Period: Option 3 POP Begin: 10-01-2027 POP End: 09-30-2028

MAA

Contract Period: Option 3

DTPA

Contract Period: Option 3

MEBROFENIN

Contract Period: Option 3

SULFUR COLLOID

Contract Period: Option 3

MAG-3

Contract Period: Option 3

SESTAMIBI

Contract Period: Option 3

TC-99m (per mCi)

Contract Period: Option 3

IN-111-OCTREOSCAN

Contract Period: Option 3

GALLIUM-67 (INCIDENTAL)

Contract Period: Option 3

I-123 (200uCi)

Contract Period: Option 3

SULFUR COLLOID (FILTERED)

Contract Period: Option 3

10mCi COBALT 57 SHEET SOURCE

Contract Period: Option 3

MDP

Contract Period: Option 3

PYP

Contract Period: Option 3

KINEVAC

Contract Period: Option 3

IN-111 WBC

Contract Period: Option 3

EXAMETAZIME

Contract Period: Option 3

BLOOD HANDLING

Contract Period: Option 3

CHOLETEC

Contract Period: Option 3

PYP (COLD KIT)

Contract Period: Option 3

ULTRATAG KIT

Contract Period: Option 3

HDP

Option Year 4 | POP 10/1/2028 - 9/30/2029 Contract Period: Option 4 POP Begin: 10-01-2028 POP End: 09-30-2029

MAA

Contract Period: Option 4

DTPA

Contract Period: Option 4

MEBROFENIN

Contract Period: Option 4

SULFUR COLLOID

Contract Period: Option 4

MAG-3

Contract Period: Option 4

SESTAMIBI

Contract Period: Option 4

TC-99m (per mCi)

Contract Period: Option 4

IN-111-OCTREOSCAN

Contract Period: Option 4

GALLIUM-67 (INCIDENTAL)

Contract Period: Option 4

I-123 (200uCi)

Contract Period: Option 4

SULFUR COLLOID (FILTERED)

Contract Period: Option 4

10mCi COBALT 57 SHEET SOURCE

Contract Period: Option 4

MDP

Contract Period: Option 4

PYP

Contract Period: Option 4

KINEVAC

Contract Period: Option 4

IN-111 WBC

Contract Period: Option 4

EXAMETAZIME

Contract Period: Option 4

BLOOD HANDLING

Contract Period: Option 4

CHOLETEC

Contract Period: Option 4

PYP (COLD KIT)

Contract Period: Option 4

ULTRATAG KIT

Contract Period: Option 4

B.4 DELIVERY SCHEDULE

92.00

30.00

30.00

65.00

65.00

10.00

2,200.00

1,000.00

1.00

1.00

25.00

12.00

2.00

234.00

10.00

50.00

1.00

20.00

1.00

15.00

15.00

15.00

92.00

30.00

30.00

65.00

65.00

10.00

2,200.00

1,000.00

1.00

1.00

25.00

12.00

2.00

234.00

10.00

50.00

1.00

20.00

1.00

15.00

15.00

15.00

92.00

30.00

30.00

65.00

65.00

10.00

2,200.00

1,000.00

1.00

1.00

25.00

12.00

2.00

234.00

10.00

50.00

1.00

20.00

1.00

15.00

15.00

15.00

92.00

30.00

30.00

65.00

65.00

10.00

2,200.00

1,000.00

1.00

1.00

25.00

12.00

2.00

234.00

10.00

50.00

1.00

20.00

1.00

15.00

15.00

15.00

92.00

30.00

30.00

65.00

65.00

10.00

2,200.00

1,000.00

1.00

1.00

25.00

12.00

2.00

234.00

10.00

50.00

1.00

20.00

1.00

15.00

15.00

15.00

Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(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; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

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

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

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

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days. 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.3 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.4 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.5 VAAR 852.247-73 PACKING FOR DOMESTIC SHIPMENT (OCT 2018)

Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with regulations of carriers as applicable to the mode of transportation.

(End of Clause)

C.6 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):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)

(End of Addendum to 52.212-4)

C.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)…