36C25222Q0746.docx

36C25222Q0746

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

36C25222Q0746 07-15-2022 Teresa Beers 414-844-4865 08-12-2022 12:00

CDT

36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476 X 325412 1250 Employees N/A X 36C252 Great Lakes Acquisition Center (GLAC) Department of Veterans Affairs 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476 36C252 Department of Veterans Affairs Great Lakes Acquisition Center (GLAC) 115 S 84th Street, Suite 101 Milwaukee WI 53214-1476

Department of Veterans Affairs Financial Services Center PO Box 149971 Austin TX 78714-9971 877-353-9791 512-460-5540

REQUEST FOR QUOTE PER STATEMENT OF WORK PROVIDED.

PERIOD OF PERFORMANCE 10/1/2022 TO 9/30/2025.

See CONTINUATION Page X X Teresa Beers

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: ______________________________________ (Contractor’s Name) ______________________________________ (Address) ______________________________________ (City-State-Zip) ______________________________________ (Point of Contact/Title)

PHONE NUMBER ______________________________________

E-MAIL ADDRESS ______________________________________

DUNS NUMBER NO. ______________________________________

MILWAUKEE WI 53214

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

52.232-33, Payment by Electronic Funds Transfer - Other than System for Award Management.

3. INVOICES: Invoices shall be submitted in arrears in accordance with:

a. 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

b. UPON ACCEPTANCE OF ITEMS

4. GOVERNMENT INVOICE ADDRESS: All invoices from the contractor shall be submitted electronically in accordance with 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

FACSIMILE, E-MAIL, AND SCANNED DOCUMENTS ARE NOT ACCEPTABLE FORMS OF SUBMISSION FOR PAYMENT REQUESTS.

For assistance setting up e-Invoice, the below information is provided:

* Vendors must register online at http://www.tungsten-network.com/veteransaffairs/

* Tungsten Network Setup Information: 1-866-340-4980

* Tungsten Network email: VA.Registration@tungsten-network.com

* FSC Vendor Support Section Contact: 1-877-353-9791

* FSC Vendor Support Section email: vafsccshd@va.gov

Vendors can inquire on the status of payments by accessing VIS at: https://www.vis.fsc.va.gov/login.aspx?ReturnUrl=%2fDefault.aspx

SPECIAL NOTES:

This is an unrestricted solicitation limited to responsible parties with the ability to 100% meet the requirements set forth.

Prospective contractors must furnish the information listed herein with their quotations to ensure they receive full consideration.

CONTRACT ADMINISTRATION:

The Contracting Officer is the only person authorized to approve changes or modify any of the requirements under this contract. The Contractor shall communicate with the Contracting Officer on all matters pertaining to contract administration. Only the Contracting Officer is authorized to make commitment or issue changes that will affect price, quantity or quality of performance of this contract. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred thereof.

CONTRACTING OFFICER’S POINT OF CONTACT (POC):

The designated Iron Mountain POC will be selected at time of Award.

The Iron Mountain POC will be designated to represent the Contracting Officer in furnishing technical guidance and advice regarding the work being performed under this contract. The foregoing is not to be construed as authorization to interpret or furnish advice and information to the Contractor relative to the financial or legal aspects of the contract. Enforcement of these segments is vested in and is the responsibility of the Contracting Officer.

EVALUATION/BASIS OF AWARD:

This is a commercial item acquisition that will be conducted under the authority of FAR Part 13.5 Simplified Procedures for Certain Commercial Items in which simplified acquisition procedures in FAR Part 13 will be used. The Government will evaluate quotations using the comparative evaluation process outlined in FAR 13.106-2(b)(3), where quotations will be compared to one another to determine which provides the best benefit to the Government. FAR Part 14 and 15 will not be used. See 52.212-2 Evaluation – Commercial Items for a description of the factors that the Government will use to evaluate offers. Prospective contractors must furnish the information listed herein with their quotes to ensure they receive full consideration. Failure to do so may render a proposal unacceptable.

TYPE OF CONTRACT: VA anticipates a Single Award, Firm-Fixed Price, Indefinite Delivery Indefinite Quantity (IDIQ) with a Three (3) Year Ordering Period Contract based on the contents of this solicitation. The contractor shall propose a fixed amount for each Radiopharmaceutical listed.

SECURITY & PRIVACY CONTROL:

The Certification & Accreditation (C&A) requirements of VHA Handbook 6500.6 do not apply to this requirement; therefore, a Security Accreditation Package is not required. No C&A or MOU/ISA is required. Sensitive information exposure as part of this contract involves applicable security controls within the facility as part of the VA Information Security Program.

If there are any questions related to privacy, please have a member of your staff contact the VA Privacy Service at (202) 461-6309. If there are any questions related to the information security, please have a member of your staff contact the Office of Cyber Security at (304) 262-7733.

SUPPLIES OR SERVICES AND PRICES/COSTS:

The Contractor shall provide Radiopharmaceuticals to the Iron Mountain VAMC in accordance with the pricing, terms and conditions contained herein.

Guaranteed Minimum for this contract will be $10,000.00 Ceiling Amount for the entire life of the contract is $700,000.00 Vendor shall complete Attachment A: Price Schedule as a whole, Including part numbers.

TECHNICAL CAPABILITY REQUIREMENTS:

· Vendor must supply documentation affirming that they are USP 797 Compliant.

· Vendor must supply documentation affirming that they will pick up Radiopharmaceuticals for proper disposal at no cost to the Government.

· Vendor must supply documentation affirming that they are able to provide an OSHA compliant, puncture resistant, leak proof disposal container to safely transport used and unused doses back to the radio pharmacy for disposal.

· Vendor must supply documentation affirming that they are able to provide the options to order, review and revise unit doses via the internet

· Vendor must supply documentation affirming that they can supply stat doses within two hours

· Vendor must supply documentation affirming that they are in compliance with government rules regarding covid-19 vaccination requirements

Statement of Work Radiopharmaceuticals OGJ VAMC

1. Contractor must deliver as required, all products as needed during and after working hours, including Saturday and Sunday, within three (3) hours of VA placing the order over the phone.

2. Contractor must provide daily routine deliveries and pick-ups as well as emergent deliveries and pickups before 7 AM. There are no scheduled weekend deliveries. However, VA may require STAT orders within two hours of receiving the order by phone or otherwise from VA. VA has averaged approximately 2 stat orders per year. (VA may prepare its own STAT kits.)

3. VA may purchase radiopharmaceuticals and cold kits directly from the manufacturer when established government pricing presents a significant cost savings to the VA.

4. Ordering by telephone or secure website will be per dose and will not involve the storage, generation, transmission, or exchange of VA sensitive information. Therefore, the C&A requirements do not apply, and a Security Accreditation Package is not required.

Contractor must replace any items delivered in error at no cost to the medical center.

5. Contractor must label all products as to the amount of radiopharmaceutical, preparation time, expiration time and date, etc.

6. Vendor must follow all USP 797 guidelines and provide verification of compliance upon Contracting Officer request.

7. Contractor must meet all Nuclear Regulatory Commission, Department of Transportation, F. D. A., and all other agency rules and regulation (Federal and State). Contractor must perform all quality control procedures as required by Federal and State regulatory agencies.

8. Contractor/supplier shall abide by (CFR 10) Title 10 Code of Federal Regulations, which states: Title 10 Code of Federal Regulation is available at: http://www.nrc.gov/reading-rm/doc-collections/cfr A licensee may use for medical use only:

a. Byproduct material manufactured, labeled, packaged, and distributed in accordance with a license issues pursuant to the regulation in Title 10, Code of Federal Regulation, part 30 and SS32.72, or 32.74 of this chapter or the equivalent regulation of an Agreement State:

b. Reagent kits that have been manufactured, labeled, packaged, and distributed in accordance with the approval by the Commission pursuant to S32.72 or an Agreement State under equivalent regulations for the preparation of radiopharmaceuticals for medical use.

9. Items must be adequately packaged to prevent damage during handling and storage. All packaging and labeling must meet fall federal and state regulation. All packaging of radioactive material MUST BE clearly labeled RADIOACTIVE on the outside of the carton in which it is shipped.

10. Contractor must submit a bi-weekly or monthly invoice to the Nuclear Medicine Service, showing period covered, billing date, name of preparation, quantity, and amount.

11. Contractor must provide a copy of their laboratory’s current quality control manual and must be willing to discuss any discrepancies in lab results, which do not fit the clinical picture.

12. Contractor must test all products for Quality Control periodically and only those products that pass quality control may be sent to the VA. This testing shall be performed at no lost to the VA. The contractor will provide a detailed description of the test upon request.

13. Contractor must assign to this medical center a representative to aid in facilitation in the smooth coordination between the medical center and the laboratory pharmacy.

14. Contractor must replace any expired cold kits prior to its expiration date at no charge. The VA will give the Contractor 30 days prior notice. All cold kit prescription drug vials being returned to the contractors because of short expiration dating must be accompanied by documentation demonstrating that the drugs in question have been stored in temperature environments as recommended by the drug manufacturer.

15. Contractor must provide current safety data sheets and updates as necessary on all delivered products for each medical center or the contractor must provide their website link where SDS and package inserts for all radiopharmaceuticals can be read and printed.

16. Contractor may provide patient orientation education video presentations and other appropriate material as deemed necessary by the medical center.

17. Contractor may provide appropriate signs and posters alerting patients, employees and the public, of safety precautions in handling of radioactive materials as deemed necessary by the medical center.

18. Contractor shall add to the invoice the cost of overages. Any cost to replace damaged or incorrect products will be at the cost of the contractor. Replacements must be received within 48 hours of notification by the VA.

19. Contractor must be licensed by the Nuclear Regulatory Commission and be regularly established on the business of providing radionuclides. Offeror must provide copies of license and certification along with proposal to the Contracting Officer.

20. Contractor shall provide upon request a detailed description of the test to be performed, as provided by the manufacturer.

21. Vendor must supply documentation affirming that they are in compliance with government rules regarding covid-19 vaccination requirements

B.1 PRICE/COST SCHEDULE

ITEM INFORMATION

QUANTITY

Provide RadioPharmaceuticals to Hines VAMC.

Contract Period: Option 1 POP Begin: 10-01-2022 POP End: 09-30-2023 PRINCIPAL NAICS CODE: 325413 - In-Vitro Diagnostic Substance Manufacturing PRODUCT/SERVICE CODE: 6550 - In Vitro Diagnostic Substances, Reagents, Test Kits and Sets

1000AA

Weekly Tc Charge (Non-Hue) 250mCi daily

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AB

Tc99m Pertech (Non-Hue) 250mCi as needed

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AC

Tc99m MDP 25mCi

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AD

Tc99m MAA 4mCi

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AE

Tc99m Mebrofenin 4 mCi

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AF

Tc99m MAG-3 10mCi

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AG

Tc99m Sestamibi - Parathyroid 30mCi

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AH

Tc99m DTPA - Renal 10mCi

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AJ

Tc99m DTPA - Aerosol 40mCi

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AK

Tc99m Sulfur Colloid - Gastric .08 to 2 mCi

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AL

Surfur Colloid Kit

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AM

MAG-3 Kit

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AN

MAA Kit

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AP

MDP Kit

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AQ

Mebrofenin Kit

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AR

Ultratag Kit

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AS

DTPA Kit

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AT

Sestamibi Kit

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AU

PYP Kit

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AV

AeroVent Jr Kit (JV100HS)

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AW

I-123 Capsules (4 per dose) 200uCi (dose 300 to 500uCi)

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AX

I-131 Diagnositc Capsule

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AY

Call/Stat Delivery Charges

POP Begin: 10-01-2022 POP End: 09-30-2023

1000AZ

Miscellaneous, calibration vials

POP Begin: 10-01-2022 POP End: 09-30-2023

Provide RadioPharmaceuticals to Hines VAMC.

Contract Period: Option 2 POP Begin: 10-01-2023 POP End: 09-30-2024

2000AA

Weekly Tc Charge (Non-Hue) 250mCi daily

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AB

Tc99m Pertech (Non-Hue) 250mCi as needed

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AC

Tc99m MDP 25mCi

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AD

Tc99m MAA 4mCi

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AE

Tc99m Mebrofenin 4 mCi

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AF

Tc99m MAG-3 10mCi

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AG

Tc99m Sestamibi - Parathyroid 30mCi

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AH

Tc99m DTPA - Renal 10mCi

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AJ

Tc99m DTPA - Aerosol 40mCi

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AK

Tc99m Sulfur Colloid - Gastric .08 to 2 mCi

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AL

Surfur Colloid Kit

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AM

MAG-3 Kit

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AN

MAA Kit

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AP

MDP Kit

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AQ

Mebrofenin Kit

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AR

Ultratag Kit

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AS

DTPA Kit

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AT

Sestamibi Kit

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AU

PYP Kit

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AV

AeroVent Jr Kit (JV100HS)

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AW

I-123 Capsules (4 per dose) 200uCi (dose 300 to 500uCi)

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AX

I-131 Diagnositc Capsule

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AY

Call/Stat Delivery Charges

POP Begin: 10-01-2023 POP End: 09-30-2024

2000AZ

Miscellaneous, calibration vials

POP Begin: 10-01-2023 POP End: 09-30-2024

Provide RadioPharmaceuticals to Hines VAMC.

Contract Period: Option 3 POP Begin: 10-01-2024 POP End: 09-30-2025

3000AA

Weekly Tc Charge (Non-Hue) 250mCi daily

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AB

Tc99m Pertech (Non-Hue) 250mCi as needed

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AC

Tc99m MDP 25mCi

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AD

Tc99m MAA 4mCi

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AE

Tc99m Mebrofenin 4 mCi

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AF

Tc99m MAG-3 10mCi

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AG

Tc99m Sestamibi - Parathyroid 30mCi

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AH

Tc99m DTPA - Renal 10mCi

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AJ

Tc99m DTPA - Aerosol 40mCi

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AK

Tc99m Sulfur Colloid - Gastric .08 to 2 mCi

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AL

Surfur Colloid Kit

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AM

MAG-3 Kit

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AN

MAA Kit

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AP

MDP Kit

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AQ

Mebrofenin Kit

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AR

Ultratag Kit

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AS

DTPA Kit

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AT

Sestamibi Kit

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AU

PYP Kit

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AV

AeroVent Jr Kit (JV100HS)

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AW

I-123 Capsules (4 per dose) 200uCi (dose 300 to 500uCi)

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AX

I-131 Diagnositc Capsule

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AY

Call/Stat Delivery Charges

POP Begin: 10-01-2024 POP End: 09-30-2025

3000AZ

Miscellaneous, calibration vials

POP Begin: 10-01-2024 POP End: 09-30-2025

ESTIMATED

GRAND TOTAL

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(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. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the 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 52.216-18 ORDERING (AUG 2020)

(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 10/01/2022 through 9/30/2025.

(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) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of Clause)

C.3 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 $1.00, 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 $200,000.00;

(2) Any order for a combination of items in excess of $200,000.00; or

(3) A series of orders from the same ordering office within 1 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 1 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.4 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 09/30/2025.

(End of Clause) C.5 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 Service-Disabled Veteran-Owned and Veteran-Owned Small Businesses in Obtaining Bonds.

[X] 852.232–72, Electronic Submission of Payment Requests.

[X] 852.233–70, Protest Content/Alternative Dispute Resolution.

[X] 852.233–71, Alternate Protest Procedure.

[] 852.237–70, Indemnification and Medical Liability Insurance.

[X] 852.246–71, Rejected Goods.

[] 852.246–72, Frozen Processed Foods.

[] 852.246–73, Noncompliance with Packaging, Packing, and/or Marking Requirements.

[] 852.270–1, Representatives of Contracting Officers.

[] 852.271–72, Time Spent by Counselee in Counseling Process.

[] 852.271–73, Use and Publication of Counseling Results.

[] 852.271–74, Inspection.

[] 852.271–75, Extension of Contract Period.

[] 852.273–70, Late Offers.

[] 852.273–71, Alternative Negotiation Techniques.

[] 852.273–72, Alternative Evaluation.

[] 852.273–73, Evaluation—Health-Care Resources.

[] 852.273–74, Award without Exchanges.

(b) All requests for quotations, solicitations, and contracts for commercial item services to be provided to beneficiaries must include the following clause:

[] 852.237–74, Nondiscrimination in Service Delivery.

(End of Clause) C.6 VAAR 852.219-74 LIMITATIONS ON SUBCONTRACTING—MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes FAR 52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns.

(b) Accordingly, any contract resulting from this solicitation is subject to the limitation on subcontracting requirements in 13 CFR 125.6, or the limitations on subcontracting requirements in the FAR clause, as applicable. The Contractor is advised that in performing contract administration functions, the Contracting Officer may use the services of a support contractor(s) retained by VA to assist in assessing the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to Contractor's offices where the Contractor's business records or other proprietary data are retained and to review such business records regarding the Contractor's compliance with this requirement.

(c) 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 Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) 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 Contracting Officer to assess the Contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

(End of Clause) C.7 VAAR 852.219-75 SUBCONTRACTING COMMITMENTS MONITORING AND COMPLIANCE (JUL 2018)

(a) This solicitation includes the clause: 852.215-70 Service-disabled veteran-owned and veteran-owned small business evaluation factors. Accordingly, any contract resulting from this solicitation will include the clause 852.215-71 Evaluation factor commitments.

(b) The Contractor is advised that in performing contract administration functions, the Contracting Officer 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.

(c) 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 Contracting Officer in assessing the Contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs.

(d) 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…