36C25018Q9887-001.docx

36C25018Q9887

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

36C25018Q9887 10-18-2018 Victoria Manigault

(216) 447-8010 ext.3366 10-26-2018 12:00pm Department of Veterans Affairs Network Contracting Office (NCO) 10 6150 Oak Tree Blvd., Suite 300 Independence OH 44131 X X 325412 1250 Employees X N/A X Department of Veterans Affair Network Contracting Activity (NCA) 10 6150 Oaktree Blvd., 3rd Floor Independence OH 44131 Department of Veterans Affairs Network Contracting Office (NCO) 10 6150 Oak Tree Blvd., Suite 300 Independence OH 44131

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971 See CONTINUATION Page The Ann Arbor VAMC needs a service contract to provide Pharmacy Compound Solutions and Narcotic Drugs.

The Contractor shall be accredited and certified by the Pharmacy Compounding Accreditation Board and approved by the FDA. All services will be performed in accordance with the Statement of Work (SOW) See section “E” for instructions on how to submit bid.

See CONTINUATION Page X X Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

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

a. CONTRACTOR:

b. GOVERNMENT: VICTORIA G MANIGAULT Contract Specialist Network Contracting Office (NCO) 10 Department of Veteran Affairs, VA Healthcare System 6150 Oak Tree Blvd, Suite 300 Independence, OH 44131 Office phone: (216) 447-8010 ext.3366/3367 Email: victoria.manigault@va.gov

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

[X] 52.232-33, Payment by Electronic Funds Transfer—System For Award Management, or

[ ] 52.232-36, Payment by Third Party

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.

Department of Veterans Affairs Financial Services Center P.O. Box 149971 Austin TX 78714-9971

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

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

36C25018Q9887

B.3 STATEMENT OF WORK

Page 1 of Page 1 of The Contractor shall have the ability to provide Pharmacy Compound Solutions and Narcotic Drugs. The Contractor shall be accredited and certified by the Pharmacy Compounding Accreditation Board.

A. Contractor Order System

1. Web-Site Ordering. The contractor shall have a Web Based Ordering Program as well as a back-up fax program available. In order to receive drug orders for processing. A designated computer shall not be necessary to use the web based program. The VA Ann Arbor Healthcare System employees shall be issued their own security code for log-on access to the web based system. The contractor shall create for the VAAHS or have templates available for ordering IVs solutions such as Total Parenteral Nutrition (TPN), Lipids Emulsion, and Cardioplegia orders and Sodium Bicarbonate IV solutions. The contractor shall have the ability for on line ordering of narcotics solutions. Narcotics templates shall be made available for VAAAHS use.

2. Instruction Manuals with step by step guidance on how to place orders using the web based format shall be made available to VAAAHS staff.

3. Instruction Manuals about the Web site and any additional features shall be made available to VA Ann Arbor Health care staff.

B. Requirements:

1. Contractors shall accept orders for same day processing 7 days a week. The hours of 830am-430pm EST. The contractor shall provide same day delivery to AAVAHS between the hours 6-8pm EST.

2. The contractor shall provide an after-hour contact phone numbers for any VA Ann Arbor Health Care inquires. The contractor shall notify the VAAAHS of any contact phone number changes.

3. Narcotics Ordering: Narcotics shall have the ability to be processed by use of a computer with the Controlled Substance Ordering System (CSOS). If the contractor does not have the capability of using CSOS then the Orders shall be placed manually using a DEA 222 form that would be filled out and faxed to the contractor along with the purchase order. Then the original DEA 222 form will be sent to the contractor using an express mail delivery service with tracking capability.

4. The Contractor shall:

· Follow all standard operation procedures.

· Comply with all applicable local, state and federal rules and regulations.

5. The contractor shall use fully trained; qualified and certified employees to create make the products for the VAAAHS. The contractor's employee training shall include the following:

· Procedures

· Aseptic Technique

· Process Controls

· Product knowledge

· Be qualified to make specialized solutions

· VAAAHS specific requirements. All final products checked by Licensed Pharmacist

6. Drug Guidelines

· The contractor solutions shall have a minimum stability of 36 hour expiration.

· TPN as well as all solution bags shall be labeled with expiration date and time

· Contractor shall label the adult TPN bags with "For Central Use Only"

· The VAAAHS may modify label requirements as needed during the course of the contract

· The contractor shall label all TPN bags and Per Patient Solutions with the following information:

a. Patient Name, Patient name and Patient id number.

Patient bed numbers.

Date of birth.

Physician.

Patient room number.

Contract prescription number.

Area Patient is located.

b. Date Date and time the TPN made.

The date and time the TNP will expire.

c. Drugs All ingredients, strength, concentrations of drugs, drug volume, must be listed on the label of each solution bag.

Order volume must be listed on the TPN bag.

Compound volume must be listed on the TPN.

Overfill must be listed on the label.

Rate Route

d. The contractor shall provide VAAAHS with confirmation check list of orders received.

C. Delivery

1. A TPN's and other solutions shall be delivered between 6:00 pm and 8:00 pm EST. daily 7 days a week. The delivered solutions shall be verified against the delivery invoices and the original pharmacy order. If the count is correct the technician and delivery person shall initial, date and sign the invoice.The contractor employee keeps one copy and the VAAAHS keeps the other copy. If there is a discrepancy then it is up to the contractor to fix the problem.

2. The Contractor shall deliver narcotics by using Express mail such as FED EX or UPS delivery with tracking capability service to AAVAHS Inpatient pharmacy Dept. The narcotics that are courier delivered shall arrive between the hours of operation 8-4pm EST. Monday-Friday excluding federal holidays. The contractor shall notify the VA pharmacy staffs if delivery contains narcotics. The contractor shall obtain pharmacist staff signature accepting any narcotics delivery. The contractor shall provide a separate narcotic invoice which includes the following information, Quantity, Drug, Strength, and Date with a signature block receiving the order and signature block for signature of delivery agent.

3. The contractor shall be responsible for all delivery charges.

4. The contractor shall process and package all narcotics in a separate container along with separate invoice.

D. Nonstandard/Late Deliveries.

1. The contractor shall make every effort to accommodate late or early orders delivery or pick up will be arranged by case by case basis.

2. The contractor shall notify VAAAHS if a delivery shall be later than 8pm.

3. The contractor shall notify VAAAHS if there is a potential problem with drug shortages.

E. Order Transmission The contractor shall not charge for any discontinued TPN"S Solutions if notified before 5:00pm EST/EDST.

F. Minimum and Maximum Ranges for TPN/Parenteral Nutrition Solution Additives

Provided Daily Limit Concentration/ L

*varies depending on amino acid solut ion **amino acids contain l0mM of phosphorus per 1L of 10% amino acid s *** Ca (mEq) + Phos mM 30/ L; for fluid restricted formulations (using 15%AA) Ca+Phos s 40/L # Mg (mEq ) + Ca (mEq) s 30/L

1. VAAAHS may modify the minimum/maximum values to more or less conservative levels. Label all TPN solution bags with "For Central Use Only".

2. The contractor shall comply with all minimum/maximum changes during the course of the contract.

G. Product Recall:

Contractor shall notify the Contracting Officer administering the contract, within three

(3) business days, of any recall, removal, modification, or defect of items supplied under contract, for appropriate action. Resolution in such circumstance may be made by replacement of item at no cost to the Government, full credit of item toward future purchase, or any other method agreeable to both parties. Any freight costs incurred as a result shall be borne by the Contractor, or credited to the Government, as appropriate.

H. Returns:

Any item found to be defective or technically unacceptable, as verified by the Contractor, shall be returned to the contractor and replaced or credited in the same manner as specified under Product Recall. Returns of items for any other reasons shall be determined at the mutual discretion of the Government and the Contractor. The Contractor shall not be liable for replacement or crediting the Government for any item due to misuse or abuse by Government personnel.

I. Contractor Communication with VAAAHS

1. The contractor and VAAAHS TPN pharmacist shall to confirm that all orders have been received.

2. Quarterly reports shall be provided by the contractor to the Chief, Assistant Chief, Inpatient Manager and other designated staff for their review. Any concerns shall be reported to the COR who will address them to the contractor designated representative. The COR will also notify the contracting officer of the concerns.

H. Quality Improvement

1. All contractor staff participates in a continuous quality assessment and improvement program, which meets requirements, developed by Joint Commission Accreditation HealthCare Organization. (JCAHO). Federal Drug Administration. (FDA) and Information Security Officer. (ISO 9000) and the contractor shall be approved by Pharmacy Compounding Accreditation Board.

2. Contractor shall meet all Federal, State, and JCAHO requirements for quality assurance. The plan will be reviewed to see if the contractor is compliant with these requirements. If it is found that the expectations have not been met then necessary VA staff will meet to discuss what changes need to be made and then Contractor shall meet with the pharmacy staff to go over any changes that need to be instituted.

I. The Contractor on-call Cascade

1. The contractor shall provide a phone numbers for normal business hours.

2. The contractor shall provide pager number for a pharmacist who can return the VAAAHS call during off-hours.

3. The contractor shall provide contact person/number for all additional inquires.

4. Web Site information shall be available 24/7 with contact information.

J. Order Clarification

1. VAAAHS changes in policies, systems, order forms and formulary shall be communicated to contractor with sufficient time to respond to the changes.

2. Clarifications shall be directed to IV pharmacist at 734-769-7100 and request the operator for Pharmacy Service.

K. Order Correctness

1. The contractor shall check all orders for therapeutic correctness as well as physical and chemical compatibility of the requested order. If any inconsistencies or drug compatibilities are found the contractor shall notify the VA immediate! to advise them of the problem and to find out what the VA wants to do.

2. VAAAHS shall notify the Contractor with contact information and telephone numbers/pager numbers when the contract is awarded.

B.4 PRICE/COST SCHEDULE

The Contractor shall provide Custom IV preparation services to the Veterans Affairs Ann Arbor Healthcare System, 2215 Fuller Road, Ann Arbor, Michigan 48105 in strict accordance with all terms, conditions, provisions, schedules and the statement of work of this solicitation and any resulting contract document. This is for a base period plus four (4) pre-priced option year period(s).

ORDERING PERIOD: 11/1/2018 – 10/31/2019

(Cardioplegia Estimated Quantity = 600)

2. TPN *

(TPN Estimated Quantity = 2300)

3. Sodium Bicarbonate 15 mEq added to 1000 ml D5W Per Bag $ ___ (Sodium Bicarbonate Estimated Quantity = 300) *TPN pricing shall include amino acid shown above, dextrose, water, standard minerals, standard electrolytes, insulin, and heparin.

NOTE : Vendor shall provide a vendor drug cost sheet with their quote for Specialty Drugs and Vitamins.

Vitamins will be added at vendor drug cost and shall be itemized on invoice. Specialty drugs (i.e. ranitidine, famotidine, albumin, etc.) are added at vendor drug cost and shall be itemized on invoices.

(Vitamins and Specialty Drugs Estimated Quantity = 15,000)

4. Vitamin and Specialty Drugs are at vendor drug/vitamin cost Plus $________ per drug/vitamin.

Controlled Substances Customer will submit via mail the DEA 222 Form to the Vendor Pharmacy prior to the initiation of an order. Orders can then be placed on the Customer Drug Order Form provided by the Vendor. Orders received must be limited to quantities of each drug listed on the DEA 222 Form. Orders must be executed by authorized personnel of Customer. (Controlled Substances Estimated Quantity =1000)

ORDERING PERIOD: 11/1/2019 – 10/31/2020

(Cardioplegia Estimated Quantity = 600)

2. TPN *

(TPN Estimated Quantity = 2300)

3. Sodium Bicarbonate 15 mEq added to 1000 ml D5W Per Bag $ ___ (Sodium Bicarbonate Estimated Quantity = 300) *TPN pricing shall include amino acid shown above, dextrose, water, standard minerals, standard electrolytes, insulin, and heparin.

NOTE : Vendor shall provide a vendor drug cost sheet with their quote for Specialty Drugs and Vitamins.

Vitamins will be added at vendor drug cost and shall be itemized on invoice. Specialty drugs (i.e. ranitidine, famotidine, albumin, etc.) are added at vendor drug cost and shall be itemized on invoices.

(Vitamins and Specialty Drugs Estimated Quantity = 15,000)

4. Vitamin and Specialty Drugs are at vendor drug/vitamin cost Plus $________ per drug/vitamin.

Customer will submit via mail the DEA 222 Form to the Vendor Pharmacy prior to the initiation of an order. Orders can then be placed on the Customer Drug Order Form provided by the Vendor. Orders received must be limited to quantities of each drug listed on the DEA 222 Form. Orders must be executed by authorized personnel of Customer. (Controlled Substances Estimated Quantity =1000)

ORDERING PERIOD: 11/1/2020 – 10/31/2021

(Cardioplegia Estimated Quantity = 600)

2. TPN *

(TPN Estimated Quantity = 2300)

3. Sodium Bicarbonate 15 mEq added to 1000 ml D5W Per Bag $ ___ (Sodium Bicarbonate Estimated Quantity = 300) *TPN pricing shall include amino acid shown above, dextrose, water, standard minerals, standard electrolytes, insulin, and heparin.

NOTE : Vendor shall provide a vendor drug cost sheet with their quote for Specialty Drugs and Vitamins.

Vitamins will be added at vendor drug cost and shall be itemized on invoice. Specialty drugs (i.e. ranitidine, famotidine, albumin, etc.) are added at vendor drug cost and shall be itemized on invoices.

(Vitamins and Specialty Drugs Estimated Quantity = 15,000)

4. Vitamin and Specialty Drugs are at vendor drug/vitamin cost Plus $________ per drug/vitamin.

Customer will submit via mail the DEA 222 Form to the Vendor Pharmacy prior to the initiation of an order. Orders can then be placed on the Customer Drug Order Form provided by the Vendor. Orders received must be limited to quantities of each drug listed on the DEA 222 Form. Orders must be executed by authorized personnel of Customer. (Controlled Substances Estimated Quantity =1000)

ORDERING PERIOD: 11/1/2021 – 10/31/2022

(Cardioplegia Estimated Quantity = 600)

2. TPN *

(TPN Estimated Quantity = 2300)

3. Sodium Bicarbonate 15 mEq added to 1000 ml D5W Per Bag $ ___ (Sodium Bicarbonate Estimated Quantity = 300) *TPN pricing shall include amino acid shown above, dextrose, water, standard minerals, standard electrolytes, insulin, and heparin.

NOTE : Vendor shall provide a vendor drug cost sheet with their quote for Specialty Drugs and Vitamins.

Vitamins will be added at vendor drug cost and shall be itemized on invoice. Specialty drugs (i.e. ranitidine, famotidine, albumin, etc.) are added at vendor drug cost and shall be itemized on invoices.

(Vitamins and Specialty Drugs Estimated Quantity = 15,000)

4. Vitamin and Specialty Drugs are at vendor drug/vitamin cost Plus $________ per drug/vitamin.

Customer will submit via mail the DEA 222 Form to the Vendor Pharmacy prior to the initiation of an order. Orders can then be placed on the Customer Drug Order Form provided by the Vendor. Orders received must be limited to quantities of each drug listed on the DEA 222 Form. Orders must be executed by authorized personnel of Customer. (Controlled Substances Estimated Quantity =1000)

ORDERING PERIOD: 11/1/2022 – 10/31/2023

(Cardioplegia Estimated Quantity = 600)

2. TPN *

(TPN Estimated Quantity = 2300)

3. Sodium Bicarbonate 15 mEq added to 1000 ml D5W Per Bag $ ___ (Sodium Bicarbonate Estimated Quantity = 300) *TPN pricing shall include amino acid shown above, dextrose, water, standard minerals, standard electrolytes, insulin, and heparin.

NOTE : Vendor shall provide a vendor drug cost sheet with their quote for Specialty Drugs and Vitamins.

Vitamins will be added at vendor drug cost and shall be itemized on invoice. Specialty drugs (i.e. ranitidine, famotidine, albumin, etc.) are added at vendor drug cost and shall be itemized on invoices.

(Vitamins and Specialty Drugs Estimated Quantity = 15,000)

4. Vitamin and Specialty Drugs are at vendor drug/vitamin cost Plus $________ per drug/vitamin.

Customer will submit via mail the DEA 222 Form to the Vendor Pharmacy prior to the initiation of an order. Orders can then be placed on the Customer Drug Order Form provided by the Vendor. Orders received must be limited to quantities of each drug listed on the DEA 222 Form. Orders must be executed by authorized personnel of Customer. (Controlled Substances Estimated Quantity =1000)

The total minimum dollar amount, or guaranteed minimum, for the contract is $100,000.00 over the life of the contract. The maximum total value of the contract, inclusive of all ordering periods and options available, shall not exceed $10,000,000.00 Page 1 of Page 1 of

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End 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) C.2 ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS 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. 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/ The following clauses are incorporated into 52.212-4 as an addendum to this contract:

(End of Provision)

C.3 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a Firm-Fixed-Price, Indefinite Quantity contract resulting from this solicitation.

C.4 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from November 1, 2018 through October 31, 2023.

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

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

(End of Clause)

C.5 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 $1,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $1,000,000.00;

(2) Any order for a combination of items in excess of $10,000,000.00; or

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

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 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.6 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after October 31, 2024.

(End of Clause)

C.7 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract.